1. COMPANY BACKGROUND

Helios Technologies, Inc. (“Helios,” or the “Company”) together with its wholly owned subsidiaries, is a global leader in highly engineered motion control and electronic controls technology for diverse end markets, including construction, material handling, agriculture, energy, recreational vehicles, marine and health and wellness. Helios sells its products to customers in over 90 countries around the world. The Company’s strategy for growth is to be the leading provider in niche markets, with premier products and solutions through innovative product development and acquisitions.

The Company operates in two business segments: Hydraulics and Electronics. There are three key technologies within the Hydraulics segment: cartridge valve technology (“CVT”), quick-release hydraulic coupling solutions (“QRC”) and hydraulic system solutions (“Systems”), which often incorporate manifold solutions with CVT and QRC technologies. CVT products provide functions important to a hydraulic system: to control rates and direction of fluid flow and to regulate and control pressures. QRC products allow users to connect and disconnect quickly from any hydraulic circuit without leakage and ensure high-performance under high temperature and pressure using one or multiple couplers. Systems provide engineered solutions for machine users, manufacturers or designers to fulfill complete system design requirements including electro-hydraulic, remote control, electronic control and programmable logic controller systems, as well as automation of existing equipment. The Electronics segment provides complete, fully-tailored display and control solutions for engines, engine-driven equipment, specialty vehicles, therapy baths and traditional and swim spas. This broad range of products is complemented by extensive application expertise and unparalleled depth of software, embedded programming, hardware and sustaining engineering teams.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for reporting on Form 10-Q. Accordingly, certain information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements are not included herein. The financial statements are prepared on a consistent basis (including normal recurring adjustments) and should be read in conjunction with the consolidated financial statements and related notes contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (“Form 10-K”), filed by Helios with the Securities and Exchange Commission on February 28, 2023. In management’s opinion, all adjustments necessary for a fair presentation of the Company’s financial statements are reflected in the interim periods presented. Operating results for the ~~three~~six months ended ~~April~~July 1, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ended December 30, 2023.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

810

Capitalized Software Development Costs

The Company sells certain products that contain embedded software that is integral to the functionality of the products. Internal and external costs incurred for developing this software are charged to expense until technological feasibility has been established, at which point the development costs are capitalized. Capitalized software development costs primarily include payroll, benefits and other headcount related expenses. Once the products are available for general release to customers, no additional costs are capitalized. Capitalized software development costs, net of accumulated amortization, were $7.3 and $5.6 at July 1, 2023 and December 31, 2022, respectively, and are included in Other assets in the Consolidated Balance Sheets.

Earnings Per Share

The following table presents the computation of basic and diluted earnings per common share (in millions, except per share data):


	Three Months Ended				Three Months Ended				Six Months Ended
	April 1, 2023		April 2, 2022		July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Net income	$	13.9	$	30.5	$	16.8	$	30.0	$	30.6	$	60.5

Weighted average shares outstanding - Basic		32.6		32.4		32.8		32.5		32.7		32.5
Net effect of dilutive securities - Stock based compensation		0.1		0.1		0.1		—		0.1		0.1
Weighted average shares outstanding - Diluted		32.7		32.5		32.9		32.5		32.8		32.6

Net income per share:
Basic	$	0.43	$	0.94	$	0.51	$	0.92	$	0.94	$	1.86
Diluted	$	0.42	$	0.94	$	0.51	$	0.92	$	0.93	$	1.86

3. BUSINESS ~~ACQUISITION~~

~~Acquisition of Schultes~~ACQUISITIONS

On January 27, 2023, the Company completed the acquisition of Schultes Precision Manufacturing, Inc. ("Schultes"), an Illinois corporation. ~~The acquisition was completed pursuant to a Stock Purchase Agreement ("Agreement") among the Company and the owners of Schultes.~~

Schultes is a highly trusted specialist in manufacturing precision machined components and assemblies for customers requiring very tight tolerances, superior quality and exceptional value-added manufacturing processes. Currently serving the hydraulic, aerospace, communication, food services, medical device and dental industries, Schultes brings the manufacturing quality, reliability and responsiveness critical to its customers’ success. The results of Schultes' operations are reported in the Company’s Hydraulics segment and have been included in the Consolidated, Unaudited Financial Statements since the date of acquisition.

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Initial cash consideration paid at closing for Schultes, net of cash acquired, totaled $84.7. Total consideration for the acquisition is subject to a post-closing adjustment in accordance with the terms of the ~~Agreement.~~purchase agreement. Cash consideration paid at closing was funded with additional borrowings on the Company’s credit facility.

9On

May 26, 2023, the Company completed the acquisition of i3 Product Development, Inc. (“i3”), a Wisconsin corporation. i3 is a custom engineering services firm, with over 55 engineers with expertise in electronics, mechanical, industrial, embedded and software engineering. i3's solutions are used across many sectors, including medical, off-highway, recreational and commercial marine, power sports, health and wellness, agriculture, consumer goods, industrial, sports and fitness. We anticipate that i3 will equip Helios with significant value-added professional services capabilities to provide customization to Helios platforms and to develop greenfield solutions. The results of i3's operations are reported in the Company’s Electronics segment and have been included in the Consolidated, Unaudited Financial Statements since the date of acquisition.

Initial consideration paid at closing for i3, net of cash acquired, totaled $44.6, consisting of 370,276 shares of the Company's common stock, issued in a private placement to the previous owners of i3, and cash of $25.9. Total consideration for the acquisition is subject to a post-closing adjustment in accordance with the terms of the purchase agreement. The cash consideration paid at closing was funded with additional borrowings on the Company’s credit facility.

In connection with these acquisitions, the Company recorded $~~11.8~~36.9 of goodwill, $~~38.8~~49.2 of other identifiable intangible assets, $~~26.2~~34.2 of property, plant and equipment and $~~7.9~~9.0 of other net assets. The intangible assets ~~in connection with the acquisition.~~ include customer relationships of $38.2 (15.3 year weighted average useful life), trade names and brands of $7.4 (14.0 year weighted average useful life), technology of $2.9 (5.0 year weighted average useful life) and sales order backlog of $0.7 (less than one year weighted average useful life).

The purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The fair value of identified ~~intangibles~~intangible assets acquired was based on estimates and assumptions made by management at the time of ~~acquisition.~~the acquisitions. As additional information becomes available, ~~as of the acquisition date,~~ management will finalize its analysis of the estimated fair value. The purchase price ~~allocation is~~allocations are preliminary, pending post-closing adjustments, final intangibles valuation and ~~tax related~~tax-related adjustments, and may be revised during the remainder of the measurement period (which will not exceed 12 months from the acquisition ~~date)~~dates). Any such revisions or changes to the fair values of the tangible and intangible assets acquired and liabilities assumed could be material.

~~Certain disclosures~~Pro forma results of operations and the revenue and net income subsequent to the acquisition dates for the acquisitions completed during fiscal 2023 have not been presented asbecause the ~~effect~~effects of the ~~acquisition was~~acquisitions, individually and in the aggregate, were not material to the Company's financial results.

4. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following tables provide information regarding the Company’s assets and liabilities measured at fair value on a recurring basis at ~~April~~July 1, 2023 and December 31, 2022.

April 1, 2023

Quoted Market

Significant Other Observable

Significant Unobservable

Total

Prices (Level 1)

Inputs (Level 2)

Inputs (Level 3)

Assets

Interest rate swap contracts

$
8.8

$
—

$
8.8

$
—

Forward foreign exchange contracts

0.6

—

0.6

—

Total

$
9.4

$
—

$
9.4

$
—

Liabilities

Interest rate swap contracts

$
0.8

$
—

$
0.8

$
—

Forward foreign exchange contracts

0.3

—

0.3

—

Contingent consideration

6.9

—

—

6.9

Total

$
8.0

$
—

$
1.1

$
6.9


	December 31, 2022								July 1, 2023
			Quoted Market		Significant Other Observable		Significant Unobservable				Quoted Market		Significant Other Observable		Significant Unobservable
	Total		Prices (Level 1)		Inputs (Level 2)		Inputs (Level 3)		Total		Prices (Level 1)		Inputs (Level 2)		Inputs (Level 3)
Assets
Interest rate swap contracts	$	11.1	$	—	$	11.1	$	—	$	11.2	$	—	$	11.2	$	—
Forward foreign exchange contracts		1.0		—		1.0		—		0.2		—		0.2		—
Total	$	12.1	$	—	$	12.1	$	—	$	11.4	$	—	$	11.4	$	—
Liabilities
Forward foreign exchange contracts	$	0.3	$	—	$	0.3	$	—	$	0.4	$	—	$	0.4	$	—
Contingent consideration		6.7		—		—		6.7		1.4		—		—		1.4
Total	$	7.0	$	—	$	0.3	$	6.7	$	1.8	$	—	$	0.4	$	1.4

1012


	December 31, 2022
			Quoted Market		Significant Other Observable		Significant Unobservable
	Total		Prices (Level 1)		Inputs (Level 2)		Inputs (Level 3)
Assets
Interest rate swap contracts	$	11.1	$	—	$	11.1	$	—
Forward foreign exchange contracts		1.0		—		1.0		—
Total	$	12.1	$	—	$	12.1	$	—
Liabilities
Forward foreign exchange contracts	$	0.3	$	—	$	0.3	$	—
Contingent consideration		6.7		—		—		6.7
Total	$	7.0	$	—	$	0.3	$	6.7

A summary of ~~the~~ changes in the estimated fair value of contingent consideration at ~~April~~July 1, 2023 is as follows:


Balance at December 31, 2022	$	6.7	$	6.7
Change in estimated fair value		0.1		0.3
Payment on liability				(6.1	)
Accretion in value		0.1		0.4
Balance at April 1, 2023	$	6.9
Currency remeasurement				0.1
Balance at July 1, 2023			$	1.4

5. INVENTORIES, NET

At ~~April~~July 1, 2023 and December 31, 2022, inventory consisted of the following:


	April 1, 2023			December 31, 2022			July 1, 2023			December 31, 2022
Raw materials	$	115.3		$	119.2		$	115.7		$	119.2
Work in process		54.4			41.6			55.2			41.6
Finished goods		43.0			40.8			44.9			40.8
Provision for obsolete and slow-moving inventory		(10.3	)		(10.0	)		(10.1	)		(10.0	)
Total	$	202.4		$	191.6		$	205.7		$	191.6

6. OPERATING LEASES

The Company leases machinery, equipment, vehicles, buildings and office space, throughout its locations, which are classified as operating leases. Remaining terms on these leases range from less than one year to ~~nine~~eight years. For the ~~three~~six months ended ~~April~~July 1, 2023 and ~~April~~July 2, 2022, operating lease costs totaled $~~1.7~~3.4 ~~and $1.7, respectively.~~in both periods.

Supplemental balance sheet information related to operating leases is as follows:


	April 1, 2023			December 31, 2022		July 1, 2023			December 31, 2022
Right-of-use assets	$	17.9		$	19.2	$	17.1		$	19.2
Lease liabilities:
Current lease liabilities	$	5.4		$	5.8	$	4.9		$	5.8
Non-current lease liabilities		13.5			14.5		13.2			14.5
Total lease liabilities	$	18.9		$	20.3	$	18.1		$	20.3

Weighted average remaining lease term (in years):		4.5					4.5
Weighted average discount rate:		4.6	%				4.7	%

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Supplemental cash flow information related to leases is as follows:

Three Months Ended

April 1, 2023

April 2, 2022

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

$
1.7

$
1.8

Non-cash impact of new leases and lease modifications

$
0.1

$
0.1

11


	Six Months Ended
	July 1, 2023		July 2, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	3.5	$	3.5
Non-cash impact of new leases and lease modifications	$	0.8	$	0.8

Maturities of lease liabilities are as follows:


2023 Remaining	$	5.3		$	3.2
2024		4.5			4.6
2025		4.1			4.3
2026		3.4			3.5
2027		1.4			1.6
2028		0.9			1.0
Thereafter		1.9			2.2
Total lease payments		21.5			20.4
Less: Imputed interest		(2.6	)		(2.3	)
Total lease obligations		18.9			18.1
Less: Current lease liabilities		(5.4	)		(4.9	)
Non-current lease liabilities	$	13.5		$	13.2

8. DERIVATIVE INSTRUMENTS & HEDGING ACTIVITIES

The Company addresses certain financial exposures through a controlled program of risk management that includes the use of derivative financial instruments and hedging activities.

The fair value of the Company’s derivative financial instruments included in the Consolidated Balance Sheets is presented as follows:


	Asset Derivatives					Liability Derivatives					Asset Derivatives					Liability Derivatives
	Balance Sheet	Fair Value (1)		Fair Value (1)		Balance Sheet	Fair Value (1)		Fair Value (1)		Balance Sheet	Fair Value (1)		Fair Value (1)		Balance Sheet	Fair Value (1)		Fair Value (1)
	Location	April 1, 2023		December 31, 2022		Location	April 1, 2023		December 31, 2022		Location	July 1, 2023		December 31, 2022		Location	July 1, 2023		December 31, 2022
Derivatives designated as hedging instruments:	Derivatives designated as hedging instruments:										Derivatives designated as hedging instruments:
Interest rate swap contracts	Other assets	$	8.8	$	11.1	Other non-current liabilities	$	0.8	$	—	Other assets	$	11.2	$	11.1	Other non-current liabilities	$	—	$	—
Derivatives not designated as hedging instruments:	Derivatives not designated as hedging instruments:										Derivatives not designated as hedging instruments:
Forward foreign exchange contracts	Other current assets		0.5		1.0	Other current liabilities		0.3		—	Other current assets		0.2		1.0	Other current liabilities		0.4		—
Forward foreign exchange contracts	Other assets		0.1		—	Other non-current liabilities		—		0.3	Other assets		—		—	Other non-current liabilities		—		0.3
Total derivatives		$	9.4	$	12.1		$	1.1	$	0.3		$	11.4	$	12.1		$	0.4	$	0.3

(1) See Note 4 for information regarding the inputs used in determining the fair value of derivative assets and liabilities.

The amount of gains and losses related to the Company’s derivative financial instruments for the ~~three~~six months ended ~~April~~July 1, 2023 and ~~April~~July 2, 2022, are presented as follows:


		Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives (Effective Portion)					Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income	Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings (Effective Portion)						Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives (Effective Portion)				Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income	Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings (Effective Portion)
		April 1, 2023			April 2, 2022		into Earnings (Effective Portion)	April 1, 2023		April 2, 2022				July 1, 2023		July 2, 2022		into Earnings (Effective Portion)	July 1, 2023		July 2, 2022
Derivatives in cash flow hedging relationships:	Derivatives in cash flow hedging relationships:												Derivatives in cash flow hedging relationships:
Interest rate swap contracts		$	(3.1	)	$	7.4	Interest expense, net	$	1.8	$	(1.1	)		$	0.2	$	9.5	Interest expense, net	$	3.4	$	(1.8	)

Interest expense presented in the Consolidated Statements of Operations, in which the effects of cash flow hedges are recorded, totaled $~~6.2~~14.0 and $~~3.8~~7.6 for the ~~three~~six months ended ~~April~~July 1, 2023 and ~~April~~July 2, 2022, respectively.

1315

Amount of Gain or (Loss) Recognized
in Earnings on Derivatives

Location of Gain or (Loss) Recognized

Amount of Gain or (Loss) Recognized
in Earnings on Derivatives

Location of Gain or (Loss) Recognized

April 1, 2023

April 2, 2022

in Earnings on Derivatives

July 1, 2023

July 2, 2022

in Earnings on Derivatives

Derivatives not designated as hedging instruments:

Forward foreign exchange contracts

$

(0.3

)

$

1.6

Foreign currency transaction gain / loss, net

$

(0.4

)

$

4.2

Foreign currency transaction gain / loss, net

Interest Rate Swap Contracts

The Company has entered into interest rate swap transactions to hedge the variable interest rate payments on its credit facilities. In connection with the transactions, the Company pays interest based upon a fixed rate as agreed upon with the respective counterparties and receives variable rate interest payments. The interest rate swaps are designated as hedging instruments and are accounted for as cash flow hedges. The aggregate notional amount of the remaining swaps was $~~345.0~~220.0 as of ~~April~~July 1, 2023. The notional amount decreases periodically through the dates of expiration in~~April 2023~~, October 2025 and April 2028. The contracts are settled with the respective counterparties on a net basis at each settlement date.

Forward Foreign Exchange Contracts

The Company has entered into forward contracts to economically hedge translational and transactional exposure associated with various business units whose local currency differs from the Company’s reporting currency. The Company’s forward contracts are not designated as hedging instruments for accounting purposes.

At ~~April~~July 1, 2023, the Company had ~~five~~four forward foreign exchange contracts with an aggregate notional value of €~~16.5~~11.0, maturing at various dates through June 2024.

Net Investment Hedge

The Company utilizes foreign currency denominated debt to hedge currency exposure in foreign operations. The Company has designated €90.0 of borrowings on the revolving credit facility as a net investment hedge of a portion of the Company’s European operations. The carrying value of the euro denominated debt totaled $~~97.6~~98.2 as of ~~April~~July 1, 2023 and is included in the Revolving ~~line~~lines of credit line item in the Consolidated Balance Sheets. The loss on the net investment hedge recorded in accumulated other comprehensive income as part of the currency translation adjustment was $~~1.0~~1.5, net of tax, for the ~~three~~six months ended ~~April~~July 1, 2023.

9. CREDIT FACILITIES

Total non-revolving debt consists of the following:


	Maturity Date	April 1, 2023		December 31, 2022		Maturity Date	July 1, 2023		December 31, 2022
Long-term non-revolving debt:
Term loan with PNC Bank	Oct 2025	$	171.2	$	175.0
Term loans with PNC Bank						Oct 2025	$	317.5	$	175.0
Term loans with Citibank	Various		8.2		8.6	Various		13.5		8.6
Total non-revolving debt			179.4		183.6
Total long-term non-revolving debt								331.0		183.6
Less: current portion of long-term non-revolving debt			20.2		19.0			20.5		19.0
Less: unamortized debt issuance costs			0.3		0.4			0.8		0.4
Total long-term non-revolving debt, net		$	158.9	$	164.2		$	309.7	$	164.2

Information on the Company’s revolving credit facilities is as follows:


		Balance				Available Credit					Balance				Available Credit
	Maturity Date	April 1, 2023		December 31, 2022		April 1, 2023		December 31, 2022		Maturity Date	July 1, 2023		December 31, 2022		July 1, 2023		December 31, 2022
Revolving line of credit with PNC Bank	Oct 2025	$	345.6	$	261.3	$	53.1	$	138.1	Oct 2025	$	218.2	$	261.3	$	180.1	$	138.1
Revolving line of credit with Citibank	May 2023		1.1		1.6		1.2		0.7	Jun 2026		0.7		1.6		3.3		0.7

1416

Future maturities of total debt are as follows:


Year:
2023 Remaining	$	16.1	$	9.2
2024		24.5		23.5
2025		485.5		509.5
2026				7.7
Total	$	526.1	$	549.9

Term ~~Loan~~Loans and Line of Credit with PNC Bank

The Company has a credit agreement that includes a revolving line of credit and term loan credit facility with PNC Bank, National Association, as administrative agent, and the lenders party thereto.

In May 2023, the Company entered into an Incremental Facility Amendment with PNC Bank, National Association, as administrative agent, and various lenders party thereto that amended the Second Amended and Restated Credit Agreement, dated October 28, 2020 (the “Credit Agreement” and, together with the Incremental Facility Amendment, the “Amended Credit Agreement”).

Pursuant to the Incremental Facility Amendment, the Company incurred a new senior secured term loan A-2 (the “Term Loan A-2”) in an aggregate principal amount of $150.0. The issue price of the Term Loan A-2 was equal to 100% of the aggregate principal amount thereof. The Term Loan A-2 bears interest at a rate based on either (i) the secured overnight financing rate (“SOFR”) (subject to a 0% floor) for the applicable interest period plus a 0.10% SOFR adjustment plus an applicable margin ranging between 1.50% and 2.75%, depending on the Company’s leverage ratio or (ii) a variable rate equal to the highest of (x) the overnight bank funding rate plus 0.50%, (y) the prime rate and (z) daily simple SOFR, plus a 0.10% SOFR adjustment plus 1.00%, plus an applicable margin ranging between 0.50% and 1.75%, depending on the Company’s leverage ratio. The Term Loan A-2 is guaranteed by each of the Company’s domestic subsidiaries and is secured by substantially all of the assets of the Company and the guarantors, on a pari passu basis with the other facilities under the Amended Credit Agreement. The Term Loan A-2 matures on October 28, 2025 and is not subject to any mandatory repayments prior to such maturity date.

The net proceeds from the Term Loan A-2, together with cash on hand, were used to repay outstanding amounts under the Company’s revolving credit facility. Under the Amended Credit Agreement, the Company continues to have access to an accordion feature with the ability to increase the revolver or incur additional term loans under the incremental facility of $300.0 after giving effect to borrowings under the Term Loan A-2.

The revolving line of credit allows for borrowings up to an aggregate maximum principal amount of $400.0.

To hedge currency exposure in foreign operations, €90.0 of the borrowings on the line of credit are denominated in euros. The borrowings have been designated as a net investment hedge, see additional information in Note 8.

The effective interest rate on the credit agreement at ~~April~~July 1, 2023 was ~~6.5~~7.1%. Interest expense recognized on the credit agreement, excluding interest rate swap activity, during the ~~three~~six months ended ~~April~~July 1, 2023 and ~~April~~July 2, 2022, totaled $~~7.9~~17.3 and $~~2.6~~5.6, respectively. As of ~~April~~July 1, 2023, the Company was in compliance with all debt covenants related to the ~~credit agreement.~~Amended Credit Agreement.

Term Loans and Line of Credit with Citibank

The Company has an uncommitted fixed asset facility agreement (the “Fixed Asset Facility”), short-term revolving facility agreement (the “Working Capital Facility”) and term loan facility agreement (the "Shanghai Branch Term Loan Facility") with Citibank (China) Co., Ltd. Shanghai Branch, as lender.

Under the Fixed Asset Facility, the Company borrowed on a secured basis RMB 2.6. The proceeds of the loan were used for purchases of equipment. Outstanding borrowings under the Fixed Asset Facility ~~accrue~~accrued interest at a rate equal to the National Interbank Funding Center 1-year loan prime rate plus 1.5%~~, to be repaid on a specified schedule with the final payment due~~. The loan matured in May 2023, at which time the remaining balance was paid in full.

17

Under the Working Capital Facility, the Company ~~may, from time-to-time,~~could borrow amounts on an unsecured revolving facility up to a total of RMB 16.0. Proceeds ~~may only be~~were used for expenditures related to production at the Company’s facility located in Kunshan City, China. Outstanding borrowings under the Working Capital Facility ~~accrue~~accrued interest at a rate equal to the National Interbank Funding Center 1-year loan prime rate plus 0.5%. ~~All outstanding balances will be due~~The loan matured in May 2023, at which time the remaining balance was paid in full.

Under the Shanghai Branch Term Loan Facility, the Company borrowed on a secured basis RMB 42.7. Outstanding borrowings under the Shanghai Branch Term Loan Facility accrue interest at a rate equal to the National Interbank Funding Center 1-year loan prime rate plus 1.5%, to be repaid on a specified schedule with the final payment due in October 2024.

The Company has a term loan facility agreement (the “Sydney Branch Term Loan Facility”) with Citibank, N.A., Sydney Branch, as lender. Under the Sydney Branch Term Loan Facility, the Company borrowed on a secured basis AUD 7.5. Outstanding borrowings under the facility accrued interest at a rate equal to the Australian Bank Bill Swap ("ABBS") reference rate plus 2.0% and was scheduled to be repaid throughout the term of the loan with a final payment due date in December 2024.

In June 2023, the Sydney Branch Term Loan Facility was amended. The Company borrowed on a secured basis AUD 15.0 and used a portion of the proceeds to repay the remaining balance of the original term loan. Outstanding borrowings under the amended Sydney Branch Term Loan Facility accrue interest at a rate equal to the ~~Australian Bank Bill Swap Reference Rate~~ABBS reference rate plus ~~2.0%~~2.8%, to be repaid throughout the term of the loan with a final payment due date ofin ~~December 2024~~June 2026.

Concurrent with the amendment to the Sydney Branch Term Loan Facility, the Company entered into a revolving line of credit agreement with Citibank, N.A., Sydney Branch, as lender (the “Sydney Branch RC Facility”). The Sydney Branch RC Facility allows for borrowings up to an aggregate maximum principal amount of AUD 6.0 and matures in June 2026 with no mandatory repayments prior to such maturity date. The facility accrues interest at a rate equal to the ABBS reference rate plus 2.3%.

As of ~~April~~July 1, 2023, the Company was in compliance with all debt covenants related to the ~~Fixed Asset Facility, Working Capital Facility~~term loans and ~~Term Loan Facilities.~~line of credit with Citibank.

10. INCOME TAXES

The provision for income taxes for the three months ended ~~April~~July 1, 2023 and ~~April~~July 2, 2022 was ~~22.8~~22.9% and 22.5% of pretax income, respectively. The provision for income taxes for the six months ended July 1, 2023 and July 2, 2022 was 23.1% and 22.4% of pretax income, respectively. These effective rates fluctuate relative to the levels of income and different tax rates in effect among the countries in which the Company sells products. The change in the comparable prior-year quarter and year-to-date period is primarily due to an overall decrease in discrete tax benefits.

At ~~April~~July 1, 2023, the Company had an unrecognized tax benefit of $~~8.4~~7.9 including accrued interest. If recognized, $~~2.7~~1.9 of unrecognized tax benefit would reduce the effective tax rate in future periods. The Company recognizes interest and penalties related to income tax matters in income tax expense. Interest accrued as of ~~April~~July 1, 2023 is not considered material to the Company’s Consolidated, Unaudited Financial Statements.

The Company is currently under state audit and remains subject to income tax examinations in various state and foreign jurisdictions for tax years 2017-2021. The Company believes it has adequately reserved for income taxes that could result from any audit adjustments.

11. STOCK-BASED COMPENSATION

Equity Incentive Plan

The Company’s ~~2019~~2023 Equity Incentive Plan ~~("2019 Plan"~~(“2023 Plan”) provides for the grant of up to an aggregate of 1,000,000shares of restricted stock, restricted ~~stock~~share units, stock options, stock appreciation rights, dividend or dividend equivalent rights, stock awards and other awards valued in whole or in part by reference to or otherwise based on the Company’s common stock, to officers, employees and directors of the Company. The 2023 Plan replaced the prior 2019 Equity Incentive Plan and was approved by the Company’s shareholders at the 2023 Annual Meeting.

Restricted Stock Units

The Company grants restricted stock units (“RSUs”) to employees in connection with a long-term incentive plan. Awards with time-based vesting requirements primarily vest ratably over a three-year period. Awards with performance-based vesting requirements cliff vest after a three-year performance cycle and only after the achievement of certain performance criteria over that cycle. The number of shares ultimately issued for the performance-based units may vary from 0% to 200% of their target amount based on the achievement of defined performance targets. Compensation expense recognized for RSUs granted to employees totaled $~~2.3~~4.4 and $~~2.3~~4.0, respectively, for the ~~three~~six months ended ~~April~~July 1, 2023 and ~~April~~July 2, 2022.

The Helios Technologies, Inc. Non-Employee Director Compensation Policy compensates Non-Employee Directors for their board service with cash awards and equity-based compensation through grants of RSUs, issued pursuant to the 2019 Plan or 2023 Plan, which vest over a one-year period. Directors were granted ~~3,939~~8,867 and ~~3,799~~7,580 RSUs during the ~~three~~six months ended ~~April~~July 1, 2023 and ~~April~~July 2, 2022, respectively. The Company recognized director stock compensation expense on the RSUs of $~~0.4~~0.7 and $~~0.0~~0.1 for the ~~three~~six months ended ~~April~~July 1, 2023 and ~~April~~July 2, 2022, respectively.

16

The following table summarizes RSU activity for the ~~three~~six months ended ~~April~~July 1, 2023:


				Weighted Average					Weighted Average
	Number of Units			Grant-Date		Number of Units			Grant-Date
	(in thousands)			Fair Value per Share		(in thousands)			Fair Value per Share
Nonvested balance at December 31, 2022		217		$	66.98		217		$	66.98
Granted		202			56.26		216			56.66
Vested		(72	)		54.48		(86	)		53.58
Forfeited		(17	)		63.18		(24	)		64.00
Nonvested balance at April 1, 2023 (1)		330		$	63.35
Nonvested balance at July 1, 2023							323		$	63.87

~~(1)~~Included in the nonvested balance at July 1, 2023 is ~~Includes~~ ~~144,574~~141,731 nonvested performance-based RSUs.

12. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables present changes in accumulated other comprehensive loss by component:


	Unrealized Gains and (Losses) on Derivative Instruments			Foreign Currency Items			Total			Unrealized Gains and (Losses) on Derivative Instruments			Foreign Currency Items			Total
Balance at December 31, 2022	$	8.5		$	(67.9	)	$	(59.4	)	$	8.5		$	(67.9	)	$	(59.4	)
Other comprehensive (loss) income before reclassifications		(4.5	)		4.3			(0.2	)		(2.4	)		5.4			3.0
Amounts reclassified from accumulated other comprehensive loss, net of tax		1.4			—			1.4			2.6			—			2.6
Tax effect		0.7			(1.2	)		(0.5	)		(0.1	)		(1.7	)		(1.8	)
Net current period other comprehensive (loss) income		(2.4	)		3.1			0.7
Balance at April 1, 2023	$	6.1		$	(64.8	)	$	(58.7	)
Net current period other comprehensive income											0.1			3.7			3.8
Balance at July 1, 2023										$	8.6		$	(64.2	)	$	(55.6	)

	Unrealized Gains and (Losses) on Derivative Instruments			Foreign Currency Items			Total			Unrealized Gains and (Losses) on Derivative Instruments			Foreign Currency Items			Total
Balance at January 1, 2022	$	(1.3	)	$	(47.7	)	$	(49.0	)	$	(1.4	)	$	(47.6	)	$	(49.0	)
Other comprehensive income (loss) before reclassifications		8.2			(10.0	)		(1.8	)		10.9			(34.5	)		(23.6	)
Amounts reclassified from accumulated other comprehensive loss, net of tax		(0.8	)		—			(0.8	)		(1.4	)		—			(1.4	)
Tax effect		(1.8	)		2.3			0.5			(2.3	)		7.6			5.3
Net current period other comprehensive income (loss)		5.6			(7.7	)		(2.1	)		7.3			(26.9	)		(19.6	)
Balance at April 2, 2022	$	4.3		$	(55.4	)	$	(51.1	)
Balance at July 2, 2022										$	5.9		$	(74.5	)	$	(68.6	)

13. SEGMENT REPORTING

The Company has two reportable segments: Hydraulics and Electronics. These segments are organized primarily based on the similar nature of products offered for sale, the types of customers served and the methods of distribution and are consistent with how the segments are managed, how resources are allocated and how information is used by the chief operating decision maker.

20

The Company evaluates performance and allocates resources based primarily on segment operating income. Certain costs were not allocated to the business segments as they are not used in evaluating the results of, or in allocating resources to the Company’s segments. These costs are presented in the Corporate and other line item. For the ~~three~~six months ended ~~April~~July 1, 2023, the unallocated costs totaled $~~10.7~~20.2 and included certain corporate costs not deemed to be allocable to either business segment of $0.8, amortization of acquisition-related intangible assets of $~~8.1~~16.4 and other acquisition and integration-related costs of $~~1.8~~3.0. The accounting policies of the Company’s operating segments are the same as those used to prepare the accompanying Consolidated, Unaudited Financial Statements.

18

The following table presents financial information by reportable segment:


	Three Months Ended						Three Months Ended						Six Months Ended
	April 1, 2023			April 2, 2022			July 1, 2023			July 2, 2022			July 1, 2023			July 2, 2022
Net sales
Hydraulics	$	147.7		$	137.1		$	152.4		$	142.8		$	300.1		$	279.9
Electronics		65.5			103.4			75.2			98.9			140.7			202.3
Total	$	213.2		$	240.5		$	227.6		$	241.7		$	440.8		$	482.2
Operating income
Hydraulics	$	28.0		$	31.6		$	27.0		$	31.1		$	55.0		$	62.7
Electronics		7.5			20.5			12.0			20.3			19.5			40.8
Corporate and other		(10.7	)		(9.2	)		(9.5	)		(8.4	)		(20.2	)		(17.6	)
Total	$	24.8		$	42.9		$	29.5		$	43.0		$	54.3		$	85.9
Capital expenditures
Hydraulics	$	6.9		$	3.0		$	8.0		$	5.3		$	14.9		$	8.3
Electronics		2.2			2.6			2.5			2.5			4.7			5.2
Total	$	9.1		$	5.6		$	10.5		$	7.8		$	19.6		$	13.5


	April 1, 2023		December 31, 2022		July 1, 2023		December 31, 2022
Total assets
Hydraulics	$	976.0	$	874.8	$	979.9	$	874.8
Electronics		565.5		567.1		608.6		567.1
Corporate		15.3		21.8		22.2		21.8
Total	$	1,556.8	$	1,463.7	$	1,610.7	$	1,463.7

Geographic Region Information

Net sales are measured based on the geographic destination of ~~sales.~~ sales to the Americas, Europe, the Middle East and Africa (“EMEA”) and Asia Pacific (“APAC”). Tangible long-lived assets are shown based on the physical location of the assets and primarily include net property, plant and equipment and exclude right-of-use assets. The following table presents financial information by region:


	Three Months Ended				Six Months Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Net sales
Americas	$	123.8	$	130.1	$	236.8	$	250.9
EMEA		58.3		61.3		114.4		126.0
APAC		45.5		50.3		89.6		105.3
Total	$	227.6	$	241.7	$	440.8	$	482.2

Three Months Ended

April 1, 2023

April 2, 2022

Net sales

Americas

$
113.0

$
120.8

EMEA

56.1

64.7

APAC

44.1

55.0

Total

$
213.2

$
240.5


	April 1, 2023		December 31, 2022		July 1, 2023		December 31, 2022
Tangible long-lived assets
Americas	$	133.3	$	105.7	$	148.2	$	105.7
EMEA		32.8		33.1		34.5		33.1
APAC		18.6		17.7		18.1		17.7
Total	$	184.7	$	156.5	$	200.8	$	156.5

1921

14. RELATED PARTY TRANSACTIONS

The Company sells inventory to an entity managed by a director of Helios. For the ~~three~~six months ended ~~April~~July 1, 2023 and ~~April~~July 2, 2022, sales to the entity totaled $~~0.7~~1.5 and $~~0.8~~1.6, respectively. At ~~April~~July 1, 2023 and December 31, 2022, amounts due from the entity totaled $~~0.4~~0.6 and $0.4, respectively.

15. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is not a party to any legal proceedings other than routine litigation incidental to its business. In the opinion of management, the amount of ultimate liability with respect to these actions will not materially affect the results of operations, financial position or cash flows of the Company.

~~16. SUBSEQUENT EVENTS~~

In May 2023, the Company signed a Membership Interest Purchase Agreement (“Purchase Agreement”) to acquire i3 Product Development, Inc. (“i3”), a Wisconsin corporation. The transaction is expected to close in the second quarter of 2023, subject to customary closing conditions.

~~i3 is a custom engineering services firm, with over~~ 55 engineers, embodying expertise in electronics, mechanical, industrial, embedded and software engineering. Their solutions are used across many sectors, including medical, off-highway, recreational and commercial marine, power sports, health and wellness, agriculture, consumer goods, industrial, sports and fitness. Additionally, they specialize in working to transform customers' ideas into industrial design solutions through rapid prototyping and creating 3D models in-house.

~~The Company will fund the acquisition through a combination of cash and equity. Initial consideration to be paid at closing is $45.2~~, plus customary adjustments to the purchase price as agreed to by the parties. Total consideration for the acquisition will be subject to a post-closing adjustment in accordance with the terms of the Purchase Agreement. Cash consideration is expected to be funded with borrowings on the Company’s credit facility. The Company determined this acquisition was not a significant acquisition under Rule 3-05 of Regulation S-X.

2022

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. The words "expects," "anticipates," "believes," "intends," "plans," "will" and similar expressions identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. We undertake no obligation to publicly disclose any revisions to these forward-looking statements to reflect events or circumstances occurring subsequent to filing this Form 10-Q with the Securities and Exchange Commission. These forward-looking statements are subject to risks and uncertainties, including, without limitation, those discussed in this report and those identified in Part I, Item 1A, "Risk Factors" included in our Form 10-K. In addition, new risks emerge from time to time, and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business. Accordingly, our future results may differ materially from historical results or from those discussed or implied by these forward-looking statements. Given these risks and uncertainties, the reader should not place undue reliance on these forward-looking statements.

OVERVIEW

We are a global leader in highly engineered motion control and electronic controls technology for diverse end markets, including construction, material handling, agriculture, energy, recreational vehicles, marine and health and wellness.

We operate under two business segments: Hydraulics and Electronics. The Hydraulics segment designs and manufactures hydraulic cartridge valves, manifolds, hydraulic quick release couplings, machined components and assemblies as well as engineers hydraulic solutions and in some cases complete systems. Our Hydraulics segment includes products sold under the Sun Hydraulics, Faster, Custom Fluidpower, Seungwon, NEM, Taimi, Daman and Schultes brands. The Electronics segment designs and manufactures customized electronic controls systems and displays for a variety of end markets including industrial and mobile, recreational and health and wellness. The Electronics segment includes products sold under the Enovation Controls, Murphy, Zero Off, HCT, Balboa Water Group and Joyonway brands.

During 2021, we augmented our strategy and accelerated our growth plans by two years with intent to achieve our targeted milestone of over $1 billion in sales with top tier adjusted EBITDA margin of approximately 25% in 2023. We plan to achieve this milestone on a run-rate basis ending the fourth quarter of 2023 through a combination of organic growth, acquisitions made to date as well as execution of our manufacturing and operating strategy.

Recent Acquisitions

In January 2023, we completed the acquisition of Schultes Precision Manufacturing, Inc. Schultes is a highly trusted specialist in manufacturing precision machined components and assemblies for customers requiring very tight tolerances, superior quality and exceptional value-added manufacturing processes. Currently serving the hydraulic, aerospace, communication, food services, medical device and dental industries, Schultes brings the manufacturing quality, reliability and responsiveness critical to its customers’ success. Schultes provides additional manufacturing know-how and expands our business into new end markets with attractive secular tailwinds.

~~We recently announced our intent to acquire~~In May 2023, we acquired i3 Product Development, ~~(or “i3”.) i3 is~~ a custom design and engineering services firm, with over 55 engineers with expertise in electronics, mechanical, industrial, embedded and software engineering. ~~They~~We anticipate that i3 will equip Helios with significant value-added professional services capabilities to provide customization to Helios platforms orand to develop greenfield solutions. i3 specializes in working to transform customers' ideas into industrial design solutions through rapid prototyping and creating 3D models in house. They have also built and patented a remote support platform that provides customers in the field support for their ~~IoT (Internet~~internet of ~~Things)~~things devices.

21

Restructuring Activities

We continued our restructuring activities within our Hydraulics segment related to the creation of our two new Regional Operational Centers of Excellence ("CoE"). Facility expansion is currently underway in Mishawaka, ~~Indiana,~~IN, the future Hydraulic Manifold Solutions CoE, to accept the manifold machining and integrated package assembly operations from Sun Hydraulics, the integrated package business from Faster Inc. and to allow for Daman’s core organic growth. The quick release coupling (QRC) manufacturing will then transfer from Maumee, OH to the cartridge valve technology location in Sarasota, FL to complete the Hydraulic Valve and Coupling Solutions CoE. The relocation of manufacturing operations is expected to be completed in the third quarter of 2023.

23

Manufacturing and Operating Strategy Activities

Over the last couple years, we have presented the major areas for integration as we transform from being a holding company into an integrated operating company. We have developed the strategies and tactics and have several projects in various phases from ideation to execution. We started with the Electronics segment and then moved to the Hydraulics segment. We created manufacturing roadmaps with several programs, each of which might stretch over a couple of years, and are comprised of multiple projects that have clear structure and owners. Work is moving forward on multiple programs and projects simultaneously. This is a continuous improvement process that will drive efficiency and improvements across the business, and we are now doing this as an integrated operating company versus at the business unit level. Some of our recent notable activities include: the creation of our new Centers of Excellence, transferring some of the board assembly and wire harness production from our Tulsa location to our facility in Tijuana, adding capacity at our plants in ~~both~~Italy, India, Tijuana and ~~Tijuana~~Indiana and constructing an automated warehouse ~~for~~at our Faster Italy ~~location which also frees up space for additional production capacity.~~location.

Global Economic Conditions

We continue to navigate through challenges and disruptions created by the Russia-Ukraine war and ~~the ongoing impacts of the COVID-19 pandemic~~general macroeconomic conditions that have created economic uncertainty, market disruption, supply constraints and inflation. We have been mitigating some of the inflation effects through pricing efforts and cost savings measures. We continue to face constraints related to sourcing certain electronic and other ~~components, which originated from the high demand for these products caused by the pandemic.~~components. We are mitigating some of the impact with our procurement efforts, production schedule adjustments and product redesigns.

Demand in the health and wellness market was favorably impacted by the pandemic in 2020 and 2021, as consumers invested in leisure products and activities. However, during 2022, we experienced a sharp decline in sales in this end market as demand declined and inventory levels in the channel increased. ~~The trend continued in~~In the first ~~quarter~~and second quarters of 2023 ~~although~~ we ~~have seen~~had a ~~small~~ positive sequential trend in order rates for spa and bath products ~~recently.~~as incoming orders improved.

Refer to Item 1A "Risk Factors" of our Form 10-K for additional discussion of risks related to global economic conditions.

Industry Conditions

Market demand for our products is dependent on demand for the industrial goods in which the products are incorporated. The capital goods industries in general, and the Hydraulics and Electronics segments specifically, are subject to economic cycles. We utilize industry trend reports from various sources, as well as feedback from customers and distributors, to evaluate economic trends. We also rely on global government statistics such as Gross Domestic Product and Purchasing Managers Index to understand macroeconomic conditions.

22

Hydraulics

According to the National Fluid Power Association (the fluid power industry’s trade association in the U.S.), the U.S. index of shipments of hydraulic products increased ~~17%~~12% during the first ~~three~~six months of 2023 ~~after increasing 20%~~while the U.S. index of orders of hydraulic products declined 6% during ~~2022.~~the same period. In Europe, the CEMA Business Barometer reported in ~~April~~July that the general business climate index for the European agricultural machinery industry ~~remains at a good level but has declined in~~continued to drop and reached the ~~past few months driven by a less favorable evaluation of~~negative range for the ~~current business situation and a downgrade of future expectations. Easing~~first time since 2020. They noted easing on the supply side has been seen but uncertainties ~~are increasing~~ with regard to the market side continue to increase and ~~confidence levels are declining accordingly.~~industry representatives have further downgraded future expectations. The CECE (Committee for European Construction Equipment) business climate index ~~stayed~~continued its downturn in ~~high levels throughout~~July and reached the ~~first quarter of the year despite the challenging economic~~lowest level in more than two and ~~geopolitical environment.~~a half years. They reported the level of incoming orders ~~have calmed down slightly~~is below last year's and ~~industry~~especially on the European market the order ~~backlog and production capacity utilization are getting closer to normal levels.~~intake is decreasing substantially.

24

Electronics

The Federal Reserve’s Industrial Production Index, which measures the real output of all relevant establishments located in the U.S., reports ~~first~~second quarter 2023 sales of semiconductors and other electronics components ~~declined~~improved to the ~~lowest~~highest level since the ~~third~~first quarter of ~~2020.~~2022. The Institute of Printed Circuits Association (“IPC”) reported that total North American printed circuit board (“PCB”) shipments were ~~up 11.6%~~down 15.8% in ~~March~~June 2023 compared with the same month last year ~~but~~and PCB bookings were down ~~10.5%~~7.7% in ~~March~~June compared to the same month last year. ~~Further noted was that order flow is holding steady but at lower levels than a year ago.~~ The IPC also reported that North American electronics manufacturing services (“EMS”) shipments were ~~down 3.1%~~up 0.9% in ~~March~~June 2023 compared with the same month last year and EMS bookings in ~~March~~June were down ~~7.1%~~11.5% compared with the same month last year. ~~Further noted was that EMS shipments continue to show strength as supply chain challenges dissipate but order flow remains weak.~~

2023 ~~First~~Second Quarter Results and Comparison of the Three and Six Months Ended ~~April~~July 1, 2023 and ~~April~~July 2, 2022

(inIn millions, except per share data)

The following is a discussion of our second quarter and first half of 2023 results of operations and liquidity and capital resources; comparisons are with the corresponding reporting periods of 2022, unless otherwise noted.

Three Months Ended

April 1, 2023

April 2, 2022

$ Change

% Change

Net sales

$
213.2

$
240.5

$
(27.3
)

(11.4
)%
Gross profit

$
71.0

$
83.6

$
(12.6
)

(15.1
)%
Gross profit %

33.3
%

34.8
%

Operating income

$
24.8

$
42.9

$
(18.1
)

(42.2
)%
Operating income %

11.6
%

17.8
%

Net income

$
13.9

$
30.5

$
(16.6
)

(54.4
)%
Diluted net income per share

$
0.42

$
0.94

$
(0.52
)

(55.3
)%

~~First~~The following table presents our consolidated results of operations:


	Three Months Ended
	July 1, 2023			July 2, 2022			$ Change			% Change
Net sales	$	227.6		$	241.7		$	(14.1	)		(5.8	)%
Gross profit	$	75.8		$	82.3		$	(6.5	)		(7.9	)%
Gross profit %		33.3	%		34.1	%
Operating income	$	29.5		$	43.0		$	(13.5	)		(31.4	)%
Operating income %		13.0	%		17.8	%
Net income	$	16.8		$	30.0		$	(13.2	)		(44.0	)%
Diluted net income per share	$	0.51		$	0.92		$	(0.41	)		(44.6	)%

	Six Months Ended
	July 1, 2023			July 2, 2022			$ Change			% Change
Net sales	$	440.8		$	482.2		$	(41.4	)		(8.6	)%
Gross profit	$	146.8		$	166.0		$	(19.2	)		(11.6	)%
Gross profit %		33.3	%		34.4	%
Operating income	$	54.3		$	85.9		$	(31.6	)		(36.8	)%
Operating income %		12.3	%		17.8	%
Net income	$	30.6		$	60.5		$	(29.9	)		(49.4	)%
Diluted net income per share	$	0.93		$	1.86		$	(0.93	)		(50.0	)%

Second quarter consolidated net sales declined ~~$27.3 million, 11.4%, over the prior-year first quarter.~~$14.1, 5.8%. We experienced organic net sales decline of ~~$41.0 million, 17%~~$30.5, 12.6%, ~~over the prior-year first quarter,~~ which was offset partially by ~~acquisition growth of $13.7 million.~~sales from acquisitions totaling $16.4. Discrete impacts to our ~~first~~second quarter organic sales compared to the prior-year quarter are as follows:

•

Changes in foreign currency exchange rates - unfavorable by ~~$3.5 million, 1.5%~~$0.3, 0.1%

•

Pricing ~~changes~~ - favorable by ~~$6.4 million, 2.7%~~$6.2, 2.6%

We continue to face constraints related to sourcing certain electronic and other components. As of July 1, 2023, we estimate that approximately $14.2 of sales were delayed into future quarters due to the supply shortages.

Consolidated net sales for the year-to-date period were lower by $41.4, 8.6%. Acquisition-related sales for the first half of 2023 totaled $30.1 and organic sales declined $71.5, 14.8%. Discrete impacts to our year-to-date organic sales compared to the prior-year period are as follows:

•

Changes in foreign currency exchange rates - unfavorable by $3.7, 0.8%

•

~~Delayed sales due to supply chain constraints~~Pricing - ~~unfavorable~~favorable by ~~an estimated $12.4 million~~$12.6, 2.6%

25

Organic sales were impacted by reduced demand for ~~electronics~~ products in our health and wellness end market, which ~~declined sharply from~~continues to be below the ~~prior-year first quarter.~~prior year. Sales in this end market were previously strengthened by the pandemic as consumers invested in health and leisure products. However, we are seeing positive order trends in this end market as incoming orders for spa and bath products improved in the second quarter of 2023 compared to the first quarter of 2023. Sales were down in all regions during the second quarter and year-to-date periods compared to the ~~prior-year first quarter, with organic sales to the Americas region having the largest impact.~~prior year.

23

~~First~~Second quarter gross profit decreased ~~$12.6 million, 15.1%~~$6.5, 7.9%, ~~over the prior-year first quarter driven by~~from lower volume ~~as well as unfavorable foreign currency. Changes in foreign currency exchange rates compared to the first quarter of 2022 reduced~~and gross ~~profit by $0.9 million. Gross~~ margin declined by ~~150~~80 basis points, ~~compared with~~primarily from the ~~prior-year first quarter, impacted most significantly by lower~~following:

•

Fixed cost leverage ~~of our fixed cost base on the reduced sales. Acquisitions unfavorably impacted gross margin~~- unfavorable due to ~~their~~lower sales

•

Acquisitions - unfavorable due to the margin profile of acquired businesses, which generally ~~has~~have higher cost of sales and lower selling, engineering and administrative expenses (“SEA”).

•

Restructuring costs - higher by $1.3

•

Pricing - favorable by amounts noted above

•

Material costs as a percentage of sales ~~were favorable compared to the first quarter of 2022~~- decreased by 40 basis points, excluding pricing changes and acquisition-related sales, primarily from segment and product ~~mix. Excluding pricing changes~~mix

Year-to-date gross profit decreased $19.2, 11.6%, from lower volume and ~~acquisition-related~~gross margin declined by 110 basis points, primarily from the following:

•

Fixed cost leverage - unfavorable due to the lower sales ~~material~~

•

Acquisitions - unfavorable due to the margin profile of acquired businesses

•

Restructuring costs - higher by $1.9

•

Changes in foreign currency exchange rates - unfavorable by $1.0

•

Pricing - favorable by amounts noted above

•

Material costs as a percentage of sales - decreased by ~~110~~80 basis points, ~~compared to the prior-year first quarter.~~

~~In the first quarter of 2023, we incurred $1.2 million of costs related to our restructuring activities in the Hydraulics segment; $0.7 million of the costs are included in cost of goods sold~~excluding pricing changes and ~~$0.5 million are reflected in SEA expenses. The restructuring costs are comprised of $0.6 million of labor costs, which are not expected to continue after completion of the projects,~~acquisition-related sales, primarily from segment and ~~$0.6 million of travel and other expenses associated with the manufacturing relocation.~~

product mix

Operating income as a percentage of sales ~~decreased 6.2 percentage~~declined 480 basis points to ~~11.6%~~13.0% in the ~~first~~second quarter of ~~2023 compared~~2023. Amortization expense on acquired intangible assets increased by $1.5 due to the prior-year first quarter. The margin erosion was primarily caused by: gross margin level changes, restructuring costs that were $0.9 million higher than the prior-period quarter, amortization expense increase of $1.1 million from our 2022 and 2023 acquisitions. SEA expenses went up by $5.5, mainly from acquisitions and higher ~~officer transition costs of $0.5 million, increased wages~~wage and benefit costs ~~totaling $1.6 million~~of $1.7 for merit increases, market adjustments and new hires for investments primarily in engineering, sales and corporate ~~activities and reduced leverage of our SEA level fixed cost base on the lower sales volume.~~activities.

~~SEGMENT RESULTS~~

~~Hydraulics~~

~~The following table sets forth the results of operations for the Hydraulics segment (in millions):~~

Three Months Ended

April 1, 2023

April 2, 2022

$ Change

% Change

Net sales

$
147.7

$
137.1

$
10.6

7.7
%
Gross profit

$
50.0

$
50.8

$
(0.8
)

(1.6
)%
Gross profit %

33.9
%

37.1
%

Operating income

$
28.0

$
31.6

$
(3.6
)

(11.4
)%
Operating income %

19.0
%

23.1
%

First quarter net sales for the Hydraulics segment increased by $10.6 million, 7.7%, compared with the prior-year first quarter. We experienced organic net sales decline of $3.1 million, 2.3%, over the prior-year first quarter and acquisition growth of $13.7 million. Discrete impacts to our first quarter organic sales compared to the prior-year quarter are as follows:

•

~~Changes in foreign currency exchange rates - unfavorable by $3.3 million, 2.4%~~

•

~~Pricing changes - favorable by $5.4 million, 3.9%~~

•

~~Delayed sales due to supply chain constraints - unfavorable by an estimated $7.9 million~~

~~The following table presents net sales based on the geographic region of the sale for the Hydraulics segment (in millions):~~

Three Months Ended

April 1, 2023

April 2, 2022

$ Change

% Change

Americas

$
57.9

$
43.1

$
14.8

34.3
%
EMEA

49.4

52.9

(3.5
)

(6.6
)%
APAC

40.4

41.1

(0.7
)

(1.7
)%
Total

$
147.7

$
137.1

~~Regional sales performance in the first quarter compared to the prior-year quarter was driven by:~~

24

~~Americas~~ ~~- pricing and our recent acquisitions contributed to a 34.3% increase in sales~~

~~EMEA~~ ~~- excluding unfavorable changes in foreign currency rates of $2.2 million, sales were down $1.3 million, 2.5%, primarily from softer demand in the region~~

~~APAC~~ ~~- excluding unfavorable changes in foreign currency rates of $1.1 million, sales improved $0.4 million, 1.0%, primarily from pricing~~

In the first quarter of 2023, gross profit decreased $0.8 million, 1.6%, compared with the same quarter of the prior year. Changes in foreign currency exchange rates compared to the first quarter of 2022 reduced gross profit by $0.8 million. Gross profit margin declined over the same period by 320 basis points to 33.9%, which is attributable to rising material and energy costs, for which margin was not fully recovered by pricing efforts, as well as the different margin profile of our recent acquisitions. Material costsYear-to-date operating income as a percentage of sales ~~excluding pricing changes and acquisition-related sales, increased in the first quarter by 230~~decreased 550 basis points ~~compared~~ to ~~the prior-year first quarter.~~

~~Restructuring costs totaled $1.2 million for the first quarter of 2023; $0.7 million of the costs are included in cost of goods sold~~12.3%. Amortization expense on acquired intangible assets increased by $2.6 due to our 2022 and ~~$0.5 million are reflected in SEA expenses.~~

2023 acquisitions. SEA expenses ~~increased $2.8 million, 14.6%, in the first quarter of 2023 compared with the prior-year quarter. Changes in foreign currency rates compared to the prior year reduced SEA costs~~went up by ~~$0.5 million. SEA expenses increased~~$9.8, mainly from ~~our~~ acquisitions and higher ~~operating costs for: restructuring activities of $0.2 million, travel and marketing of $0.4 million~~wage and benefit costs of ~~$0.5 million. SEA as a percent of sales was 14.9%, an increase of 90 basis points compared to the 2022 first quarter.~~

~~Electronics~~

~~The following table sets forth the results of operations for the Electronics segment (in millions):~~

Three Months Ended

April 1, 2023

April 2, 2022

$ Change

% Change

Net sales

$
65.5

$
103.4

$
(37.9
)

(36.7
)%
Gross profit

$
21.0

$
32.8

$
(11.8
)

(36.0
)%
Gross profit %

32.1
%

31.7
%

Operating income

$
7.5

$
20.5

$
(13.0
)

(63.4
)%
Operating income %

11.5
%

19.8
%

First quarter net sales for the Electronics segment declined $37.9 million, 36.7%, compared with the prior-year first quarter. Discrete impacts to our first quarter sales compared to the prior-year quarter are as follows:

•

~~Changes in foreign currency exchange rates - unfavorable by $0.2 million~~

•

~~Pricing changes - favorable by $1.0 million, 1.0%~~

•

~~Delayed sales due to supply chain constraints - unfavorable by an estimated $4.5 million~~

First quarter demand in our health and wellness end market declined sharply compared to the prior-year quarter, which was strengthened by the pandemic as consumers invested in health and leisure products. Inventory held by customers remained inflated in this end market, which further led to the decline. We have seen a small positive trend in order rates for spa and bath products over the past few months. We realized growth in our mobile and industrial machinery end markets compared to the first quarter of 2022.

~~The following table presents net sales based on the geographic region of the sale for the Electronics segment (in millions):~~

Three Months Ended

April 1, 2023

April 2, 2022

$ Change

% Change

Americas

$
55.1

$
77.7

$
(22.6
)

(29.1
)%
EMEA

6.7

11.8

(5.1
)

(43.2
)%
APAC

3.7

13.9

(10.2
)

(73.4
)%
Total

$
65.5

$
103.4

25

~~Reduced demand in the health and wellness end market contributed the decline in sales in all regions in the first quarter compared to the prior-year quarter.~~

First quarter gross profit decreased $11.8 million, 36.0%, compared with the first quarter of the prior year due to the lower sales volume. Gross margin improved over the same period by 40 basis points to 32.1% as a favorable sales mix more than offset the reduced leverage of our fixed cost base on the lower sales and labor inefficiencies from decreased production. Material costs as a percentage of sales, excluding pricing changes and acquisition-related sales, decreased in the first quarter by 430 basis points compared to the prior-year quarter due to the favorable sales mix.

~~SEA expenses increased by $1.2 million, 9.8%, in the first quarter of 2023, compared with the first quarter of 2022, primarily from wages and benefits~~$3.3 for merit increases, market adjustments and new hires for investments primarily in engineering, sales and corporate activities. SEA costs as a percentage of sales increased to 20.6%, in the first quarter of 2023 compared with 11.9% in the prior-year first quarter further impacted by lost leverage of our fixed costs on the lower sales.

~~Corporate and~~ Other

Certain costs are excluded from business segment results as they are not used in evaluating the results of, or in allocating resources to, our operating segments. For the first quarter of 2023, these costs totaled $10.7 million increases were for: officer transition costs of $0.5, professional fees of $0.4, board of director fees of $0.5 and R&D of $0.6 which was primarily for ~~one of our executive officers of $0.8 million, amortization of acquisition-related intangible assets of $8.1 million and $1.8 million related to our acquisition and integration~~new product development activities.

~~Interest Expense, net~~

Net interest expense increased ~~$2.4 million~~$4.0 to ~~$6.2 million~~$7.8 in the ~~first~~second quarter of 2023. Average net debt increased to $500.6 during the second quarter of 2023 compared with ~~$3.8 million in~~$390.3 during the second quarter of 2022. Year-to-date net interest expense totaled $14.0, an increase of $6.4. Average net debt for the year-to-date period increased to $457.0 compared with $397.1 during the prior-year ~~first quarter.~~period. In addition to higher interest rates in the current ~~quarter,~~year, average net debt balances increased with the acquisitions of Daman in September 2022, ~~and~~ Schultes in January ~~2023. Average net debt increased to $446.0 million during the first quarter of~~ 2023 ~~compared with $410.8 million during the first quarter of 2022.~~and i3 in May 2023.

~~Income Taxes~~

The provision for income taxes for the ~~first~~second quarter of 2023 was ~~22.8%~~22.9% of pretax income compared to ~~22.4%~~22.5% for the prior-year ~~first~~second quarter. The year-to-date provision was 23.1% and 22.4% of pretax income for 2023 and 2022, respectively. These effective rates fluctuate relative to the levels of income and different tax rates in effect among the countries in which we sell our products.

On August 16, 2022, the Inflation Reduction Act was enacted into law, and includes, among other things, a new 15% minimum tax and 1% excise tax on stock repurchases after December 31, 2022. These tax law changes have no immediate material effect and are not expected to have a material impact on our future financial results, we will continue to evaluate its impact as further information becomes available.

26

SEGMENT RESULTS

Hydraulics

The following table presents the results of operations for the Hydraulics segment:


	Three Months Ended
	July 1, 2023			July 2, 2022			$ Change			% Change
Net sales	$	152.4		$	142.8		$	9.6			6.7	%
Gross profit	$	49.7		$	49.5		$	0.2			0.4	%
Gross profit %		32.6	%		34.7	%
Operating income	$	27.0		$	31.1		$	(4.1	)		(13.2	)%
Operating income %		17.7	%		21.8	%

	Six Months Ended
	July 1, 2023			July 2, 2022			$ Change			% Change
Net sales	$	300.1		$	279.9		$	20.2			7.2	%
Gross profit	$	99.6		$	100.3		$	(0.7	)		(0.7	)%
Gross profit %		33.2	%		35.8	%
Operating income	$	55.0		$	62.7		$	(7.7	)		(12.3	)%
Operating income %		18.3	%		22.4	%

Second quarter net sales for the Hydraulics segment increased by $9.6, 6.7%. We experienced organic net sales decline of $5.6, 3.9%, which was partially offset by acquisition sales totaling $15.2. Discrete impacts to our second quarter organic sales compared to the prior-year quarter are as follows:

•

Changes in foreign currency exchange rates - unfavorable by $0.2, 0.1%

•

Pricing changes - favorable by $4.6, 3.2%

Sales to the mobile and industrial end markets were slightly lower in the second quarter while we realized higher sales to the agriculture end market.

As of July 1, 2023, we estimate that approximately $9.7 of Hydraulics segment sales were delayed into future quarters due to supply shortages.

Year-to-date net sales for the Hydraulics segment increased by $20.2, 7.2%. We experienced organic net sales decline of $8.7, 3.1%, and acquisition sales totaled $28.9. Discrete impacts to our year-to-date organic sales compared to the prior-year quarter are as follows:

•

Changes in foreign currency exchange rates - unfavorable by $3.4, 1.2%

•

Pricing changes - favorable by $9.9, 3.5%

Year-to-date sales to the industrial end market were flat while sales to the mobile and agriculture end markets improved.

The following table presents net sales based on the geographic region of the sale for the Hydraulics segment:


	Three Months Ended
	July 1, 2023		July 2, 2022		$ Change			% Change
Americas	$	60.6	$	49.9	$	10.7			21.4	%
EMEA		51.3		49.0		2.3			4.7	%
APAC		40.5		43.9		(3.4	)		(7.7	)%
Total	$	152.4	$	142.8


	Six Months Ended
	July 1, 2023		July 2, 2022		$ Change			% Change
Americas	$	118.5	$	93.1	$	25.4			27.3	%
EMEA		100.7		101.9		(1.2	)		(1.2	)%
APAC		80.9		84.9		(4.0	)		(4.7	)%
Total	$	300.1	$	279.9

27

Regional sales performance in the second quarter compared to the prior-year quarter was driven by:

Americas - pricing and our recent acquisitions contributed to a 21.4% increase

EMEA - excluding favorable changes in foreign currency rates of $1.0, sales were up $1.3, 2.7%, primarily from pricing and acquisition sales

APAC - excluding unfavorable changes in foreign currency rates of $1.2, sales declined $2.2, 5.0%, from softer demand in the region

Regional sales performance in the year-to-date period compared to the prior-year period was driven by:

Americas - pricing and our recent acquisitions contributed to a 27.3% increase

EMEA - excluding unfavorable changes in foreign currency rates of $1.1, sales were fairly flat as pricing and acquisition sales were offset by softer demand in the region

APAC - excluding unfavorable changes in foreign currency rates of $2.3, sales declined $1.7, 2.0%, from softer demand in the region

Second quarter gross profit improved $0.2, 0.4%, from volume while gross margin declined by 210 basis points, primarily from the following:

•

Acquisitions - unfavorable due to the margin profile of acquired businesses, which generally have higher cost of sales and lower SEA expenses

•

Material costs as a percentage of sales - increased by 220 basis points, excluding pricing changes and acquisition-related sales

•

Restructuring costs - higher by $1.3, comprised of labor costs, travel and other expenses associated with the manufacturing relocation

•

Pricing - favorable by amounts noted above

Year-to-date gross profit declined $0.7, 0.7%, primarily from currency effects while gross margin declined by 260 basis points, primarily from the following:

•

Acquisitions - unfavorable due to the margin profile of acquired businesses

•

Material costs as a percentage of sales - increased by 220 basis points, excluding pricing changes and acquisition-related sales

•

Restructuring costs - higher by $1.9, comprised of labor costs, travel and other expenses associated with the manufacturing relocation

•

Changes in foreign currency exchange rates - unfavorable by $1.0

•

Pricing - favorable by amounts noted above

Operating income as a percentage of sales declined 410 basis points to 17.7% in the second quarter of 2023. SEA expenses went up by $4.3, mainly due to acquisitions and higher wage and benefit costs of $0.5 for merit increases, market adjustments and corporate activities. Other increases were for professional fees of $0.3 and R&D costs of $0.3, which were primarily for new product development activities.

Year-to-date operating income as a percentage of sales decreased 410 basis points to 18.3%. SEA expenses went up by $7.0, mainly due to acquisitions and higher wage and benefit costs of $0.9 for merit increases, market adjustments and corporate activities. Other increases were for restructuring activities of $0.3, professional fees of $0.7 and R&D costs of $0.4.

28

Electronics

The following table presents the results of operations for the Electronics segment:


	Three Months Ended
	July 1, 2023			July 2, 2022			$ Change			% Change
Net sales	$	75.2		$	98.9		$	(23.7	)		(24.0	)%
Gross profit	$	26.1		$	32.8		$	(6.7	)		(20.4	)%
Gross profit %		34.7	%		33.2	%
Operating income	$	12.0		$	20.3		$	(8.3	)		(40.9	)%
Operating income %		16.0	%		20.5	%

	Six Months Ended
	July 1, 2023			July 2, 2022			$ Change			% Change
Net sales	$	140.7		$	202.3		$	(61.6	)		(30.4	)%
Gross profit	$	47.2		$	65.6		$	(18.4	)		(28.0	)%
Gross profit %		33.5	%		32.4	%
Operating income	$	19.5		$	40.8		$	(21.3	)		(52.2	)%
Operating income %		13.9	%		20.2	%

Second quarter net sales for the Electronics segment declined $23.7, 24.0%. Discrete impacts to our second quarter sales compared to the prior-year quarter are as follows:

•

Acquisition-related sales - $1.2

•

Changes in foreign currency exchange rates - unfavorable by $0.1

•

Pricing changes - favorable by $1.6, 1.6%

Demand in our health and wellness end market continued to decline compared to the prior year, which was strengthened by the pandemic as consumers invested in health and leisure products. We experienced a positive trend in order rates for spa and bath products in the second quarter of 2023 compared to the first quarter of 2023. Sales in the mobile and recreational end markets improved in the second quarter compared to the prior-year second quarter.

As of July 1, 2023, we estimate that approximately $4.4 of Electronics segment sales were delayed into future quarters due to supply shortages.

Year-to-date net sales for the Electronics segment declined $61.6, 30.4%. Discrete impacts to our year-to-date sales compared to the prior-year quarter are as follows:

•

Acquisition-related sales - $1.2

•

Changes in foreign currency exchange rates - unfavorable by $0.3

•

Pricing changes - favorable by $2.7, 1.3%

In the year-to-date period, lower demand in the health and wellness end market was the primary driver of the sales decline, which was partially offset by improvement in the mobile, industrial and recreational end markets.

29

The following table presents net sales based on the geographic region of the sale for the Electronics segment:


	Three Months Ended
	July 1, 2023		July 2, 2022		$ Change			% Change
Americas	$	63.2	$	80.2	$	(17.0	)		(21.2	)%
EMEA		7.0		12.3		(5.3	)		(43.1	)%
APAC		5.0		6.4		(1.4	)		(21.9	)%
Total	$	75.2	$	98.9


	Six Months Ended
	July 1, 2023		July 2, 2022		$ Change			% Change
Americas	$	118.3	$	157.9	$	(39.6	)		(25.1	)%
EMEA		13.7		24.1		(10.4	)		(43.2	)%
APAC		8.7		20.3		(11.6	)		(57.1	)%
Total	$	140.7	$	202.3

Reduced demand in the health and wellness end market contributed to the decline in sales in all regions in the second quarter and year-to-date periods.

Second quarter gross profit decreased $6.7, 20.4%, due to the lower sales volume. Gross margin improved over the same period by 150 basis points to 34.7% as a favorable sales mix, pricing and lower material costs more than offset the reduced leverage of our fixed cost base on the lower sales. Material costs as a percentage of sales, excluding pricing changes and acquisition-related sales, decreased in the second quarter by 360 basis points compared to the prior-year quarter due to lower material costs and a favorable sales mix.

Year-to-date gross profit decreased $18.4, 28.0%, due to the lower sales volume. Gross margin improved over the same period by 110 basis points to 33.5% as a favorable sales mix, pricing and lower material costs more than offset the reduced leverage of our fixed cost base on the lower sales. Material costs as a percentage of sales, excluding pricing changes and acquisition-related sales, decreased in the first two quarters of 2023 by 400 basis points compared to the prior-year period due to lower material costs and a favorable sales mix.

SEA expenses increased by $1.6, 12.8%, in the second quarter of 2023, primarily from acquisitions and wages and benefits of $1.3 for merit increases, market adjustments and new hires for investments in engineering, sales and corporate activities.

Year-to-date SEA expenses increased by $2.9, 11.7%, primarily from acquisitions and wages and benefits of $2.4 for merit increases, market adjustments and new hires for investments in engineering, sales and corporate activities.

Corporate and Other

Certain costs are excluded from business segment results as they are not used in evaluating the results of, or in allocating resources to, our operating segments. For the second quarter of 2023, these costs totaled $9.5 for: amortization of acquisition-related intangible assets of $8.3 and $1.2 related to our acquisition and integration activities. Compared to the second quarter of 2022 these costs increased by $1.1, primarily from acquisition-related amortization. Year-to-date, corporate and other costs totaled $20.2 for: amortization of acquisition-related intangible assets of $16.4, $3.0 related to our acquisition and integration activities and $0.8 for officer transition costs. Compared to the 2022 year-to-date period, corporate and other costs increased by $2.6 from acquisition-related amortization.

30

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of capital are cash generated from operations and borrowings on our credit facilities to fund acquisitions. During the first ~~three~~six months of 2023, cash provided by operating activities totaled ~~$12.3 million.~~$38.4. At the end of the ~~first~~second quarter, we had ~~$36.3 million~~$37.5 of available cash and cash equivalents on hand and ~~$54.3 million~~$183.4 of available credit on our revolving credit facilities. We also have a $300.0 ~~million~~ accordion feature available on our credit facility, subject to certain pro forma compliance requirements, intended to support potential future acquisitions.

Our principal uses of cash are operating expenses, capital expenditures, servicing debt, acquisition-related payments and dividends to shareholders.

26

We believe that cash generated from operations and our borrowing availability under our credit facilities will be sufficient to satisfy our operating expenses. In the event that economic conditions were to severely worsen for a protracted period of time, we would have several options available to ensure liquidity in addition to increased borrowings. Capital expenditures could be postponed since they primarily pertain to long-term improvements in operations, operating expense reductions could be made, acquisition activity could be delayed and finally, the dividend to shareholders could be reduced or suspended.

Cash Flows

The following table summarizes our cash flows for the ~~periods (in millions):~~periods:


	Three Months Ended									Six Months Ended
	April 1, 2023			April 2, 2022			$ Change			July 1, 2023			July 2, 2022			$ Change
Net cash provided by operating activities	$	12.3		$	14.7		$	(2.4	)	$	38.4		$	44.2		$	(5.8	)
Net cash used in investing activities		(94.6	)		(2.7	)		(91.9	)		(135.8	)		(9.2	)		(126.6	)
Net cash provided by (used in) financing activities		73.8			(8.8	)		82.6			90.1			(24.8	)		114.9
Effect of exchange rate changes on cash and cash equivalents		1.1			1.3			(0.2	)		1.1			2.6			(1.5	)
Net (decrease) increase in cash and cash equivalents	$	(7.4	)	$	4.5		$	(11.9	)	$	(6.2	)	$	12.8		$	(19.0	)

Cash on hand decreased ~~$7.4 million~~$6.2 in the first ~~quarter~~two quarters of 2023 to ~~$36.3 million~~$37.5 as of ~~April~~July 1, 2023. Changes in exchange rates during the ~~three~~six months ended ~~April~~July 1, 2023, favorably impacted cash and cash equivalents by ~~$1.1 million.~~$1.1. Cash balances on hand are a result of our cash management strategy, which focuses on maintaining sufficient cash to fund operations while reinvesting cash in the Company and paying down borrowings on our credit facilities.

Operating activities

~~Cash~~Year to date cash from operations declined by ~~$2.4 million in the first quarter of 2023 compared~~$5.8 to ~~the prior-year first quarter. Current quarter cash~~$38.4. Cash earnings (calculated as net income plus adjustments to reconcile net income to net cash provided by operating activities, excluding changes in net operating assets and liabilities) decreased by ~~$11.8 million over~~$20.8 in 2023. Included in current year cash earnings is $2.7 related to a payment made on the ~~prior-year period.~~contingent consideration liability from the NEM acquisition, which was required to be included in operating cash flows for the period as the total payments exceeded the acquisition date fair value of the liability. Changes in net operating assets and liabilities improved cash flow by ~~$9.4 million,~~$15.0, compared to the prior-year period, primarily from favorable cash flows from accounts receivable and ~~inventories only partially offset by reductions in accounts payable.~~inventories. Investments in inventory reduced cash by ~~$6.5 million~~$9.6 and ~~$15.5 million~~$17.9 in the first ~~quarter~~two quarters of 2023 and 2022, respectively. Days of inventory on hand increased to ~~126~~122 days as of ~~April~~July 1, 2023, compared with ~~100~~103 days as of ~~April~~July 2, 2022. The increase is primarily due to the decline in sales to the health and wellness end market. We have higher inventory than needed for current sales levels to that end market. Changes in accounts receivable reduced cash by ~~$9.5 million~~$8.5 and ~~$17.4 million~~$20.0 in the first ~~quarter~~two quarters of 2023 and 2022, respectively. Days sales outstanding ~~increased slightly to 60~~remained at 56 days as of ~~April~~July 1, 2023 ~~compared to 57 days as of April~~and July 2, 2022, as our collection patterns remain ~~fairly~~ consistent with the prior period.

Investing activities

Cash used in investing activities totaled ~~$94.6 million~~$135.8 in the first ~~quarter~~two quarters of 2023, compared to cash used of ~~$2.7 million~~$9.2 in the first ~~quarter~~two quarters of the prior year. Cash paid, net of cash acquired, for our ~~acquisition of Schultes~~acquisitions in the first ~~quarter~~two quarters of 2023 totaled ~~$84.7 million.~~$114.8.

31

Capital expenditures totaled ~~$9.1 million~~$19.6, 4.4% of sales, for the first ~~quarter~~two quarters of 2023, an increase of ~~$3.5 million~~$6.1 over the prior-year comparable period. Capital expenditures for 2023 are forecasted to be approximately 3%-5% of sales, for investments in machinery and equipment for capacity expansion projects, improvements to manufacturing technology and maintaining/replacing existing machine capabilities.

27

Financing activities

Net cash provided by financing activities totaled ~~$73.8 million~~$90.1 during the first ~~quarter~~two quarters of 2023, compared with cash used of ~~$8.8 million~~$24.8 in the prior-year period. ~~We borrowed $88.5 million on our credit facility to fund the acquisition of Schultes~~Cash paid for acquisitions in ~~January 2023. Excluding these acquisition related borrowings, repayments, net of~~2023 was primarily financed with borrowings on our credit ~~facilities~~facility; borrowings, net of repayments, during 2023 totaled ~~$10.1 million~~$101.8. In the 2022 year-to-date period, credit facility repayments exceeded borrowings by $16.9.

In May 2023, we entered into an incremental facility amendment to our credit agreement with PNC Bank, National Association, as administrative agent, and various lenders party thereto. With the amendment we incurred a new term loan with an aggregate principal amount of $150.0 for which the ~~first quarter~~proceeds were used to repay outstanding balances on our revolving credit facility. The new term loan is payable in full in October 2025 and is not subject to any required repayments prior to that date. As part of ~~2023 compared~~the amendment, we continue to ~~$4.3 million during~~have the ~~same period~~ability to increase our revolving credit facility or incur a new term loan up to an additional borrowing limit of ~~2022.~~$300.0.

During the ~~first~~second quarter of 2023, we declared a quarterly cash dividend of $0.09 per share payable on ~~January~~July 20, 2023, to shareholders of record as of ~~January~~July 5, 2023. The declaration and payment of future dividends is subject to the sole discretion of the board of directors, and any determination as to the payment of future dividends will depend upon our profitability, financial condition, capital needs, future prospects and other factors deemed pertinent by the board of directors.

Off Balance Sheet Arrangements

We do not engage in any off-balance sheet financing arrangements. In particular, we do not have any material interest in variable interest entities, which include special purpose entities and structured finance entities.

Inflation

As more fully described in Item 2 above, we are experiencing supply shortages and increasing material costs. Continued increases in the global demand for the materials used in our products could result in significant increases in the costs of the components we purchase, and we may not be able to fully offset such higher costs through price increases. There is no assurance that our business will not be materially affected by inflation in the future.

Critical Accounting Policies and Estimates

We currently apply judgment and estimates that may have a material effect on the eventual outcome of assets, liabilities, revenues and expenses for impairment of long-lived assets, inventory, goodwill, accruals, income taxes and fair value measurements. Our critical accounting policies and estimates are included in our Form 10-K, and any changes made during the first ~~three~~six months of 2023, are disclosed in Note 2 to the Consolidated, Unaudited Financial Statements.

2832

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET ~~RISK~~RISK.

See “Item 7A – Quantitative and Qualitative Disclosures about Market Risk” in our Form 10-K. There were no material changes during the ~~three~~six months ended ~~April~~July 1, 2023.

Item 4. CONTROLS AND PROCEDURES.

The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report, have concluded that our disclosure controls and procedures are effective and are designed to ensure that the information we are required to disclose is recorded, processed, summarized and reported within the necessary time periods. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports that we file or submit pursuant to the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Securities Exchange Act of 1934, as amended, during the period covered by this report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2933

PART II: OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS.

None.

Item 1A. RISK FACTORS.

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors that affect our business and financial results that are discussed in Part I, Item 1A, “Risk Factors” of our Form 10-K. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this report. There have been no material changes to such risk factors.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

Item 3. DEFAULTS UPON SENIOR SECURITIES.

None.

Item 4. MINE SAFETY DISCLOSURES.

Not applicable.

Item 5. OTHER INFORMATION.

~~None.~~Rule 10b5-1 Trading Plans

During the quarter ended July 1, 2023, none of the Company’s directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement.

3034

Item 6. EXHIBITS.

Exhibits:


Exhibit Number		Exhibit Description

~~10.1+~~10.1		~~Separation Agreement between Jason Morgan and Helios Technologies, Inc., dated March 20, 2023 (filed herewith).~~

~~10.2~~		~~Fourth Amendment to Second Amended and Restated Credit Agreement among~~ Helios Technologies, Inc. 2023 Equity Incentive Plan (previously filed as ~~Borrower,~~Appendix A to the ~~Guarantor parties thereto,~~Definitive Proxy Statement on Schedule 14A, filed with the ~~financial institutions party thereto from time to time as lenders,~~SEC on April 20, 2023, and ~~PNC Bank, National Association, as Administrative Agent, dated March 28, 2023 (filed herewith)~~incorporated herein by reference).

31.1		CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		CEO Certification pursuant to 18 U.S.C. § 1350.

32.2		CFO Certification pursuant to 18 U.S.C. § 1350.

101.INS		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH		XBRL Schema Document

101.CAL		XBRL Calculation Linkbase Document

101.DEF		XBRL Definition Linkbase Document

101.LAB		XBRL Label Linkbase Document

101.PRE		XBRL Presentation Linkbase Document

104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~April~~July 1, 2023, has been formatted in Inline XBRL.

+		~~Executive management contract or compensatory plan or arrangement.~~

3135

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: ~~May 9,~~August 8, 2023	HELIOS TECHNOLOGIES, INC.

	By:	/s/ Tricia L. Fulton
		Tricia L. Fulton
		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

3236


Florida		59-2754337
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

7456 16th St E SARASOTA, Florida		34243
(Address of Principal Executive Offices)		(Zip Code)


	April 1, 2023			December 31, 2022
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	36.3		$	43.7
Accounts receivable, net of allowance for credit losses of $1.6 and $1.5		139.5			125.1
Inventories, net		202.4			191.6
Income taxes receivable		8.7			10.2
Other current assets		21.7			17.9
Total current assets		408.6			388.5
Property, plant and equipment, net		202.6			175.7
Deferred income taxes		1.8			1.6
Goodwill		483.5			468.5
Other intangible assets, net		438.7			405.6
Other assets		21.6			23.8
Total assets	$	1,556.8		$	1,463.7
Liabilities and shareholders' equity
Current liabilities:
Accounts payable	$	71.7		$	73.7
Accrued compensation and benefits		19.5			21.1
Other accrued expenses and current liabilities		30.7			32.0
Current portion of long-term non-revolving debt, net		20.2			19.0
Dividends payable		3.0			2.9
Income taxes payable		7.9			3.6
Total current liabilities		153.0			152.3
Revolving line of credit		345.6			261.3
Long-term non-revolving debt, net		158.9			164.2
Deferred income taxes		61.0			61.0
Other noncurrent liabilities		29.7			30.0
Total liabilities		748.2			668.8
Commitments and contingencies		—			—
Shareholders' equity:
Preferred stock, par value $0.001, 2.0 shares authorized, no shares issued or outstanding		—			—
Common stock, par value $0.001, 100.0 shares authorized, 32.6 and 32.6 shares issued and outstanding		—			—
Capital in excess of par value		406.4			404.3
Retained earnings		460.9			450.0
Accumulated other comprehensive loss		(58.7	)		(59.4	)
Total shareholders' equity		808.6			794.9
Total liabilities and shareholders' equity	$	1,556.8		$	1,463.7


	July 1, 2023			December 31, 2022
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	37.5		$	43.7
Accounts receivable, net of allowance for credit losses of $2.0 and $1.5		140.1			125.1
Inventories, net		205.7			191.6
Income taxes receivable		7.3			10.2
Other current assets		22.4			17.9
Total current assets		413.0			388.5
Property, plant and equipment, net		217.9			175.7
Deferred income taxes		2.1			1.6
Goodwill		510.0			468.5
Other intangible assets, net		441.8			405.6
Other assets		25.9			23.8
Total assets	$	1,610.7		$	1,463.7
Liabilities and shareholders' equity
Current liabilities:
Accounts payable	$	71.6		$	73.7
Accrued compensation and benefits		21.8			21.1
Other accrued expenses and current liabilities		22.7			32.0
Current portion of long-term non-revolving debt, net		20.5			19.0
Dividends payable		3.0			2.9
Income taxes payable		6.4			3.6
Total current liabilities		146.0			152.3
Revolving lines of credit		218.9			261.3
Long-term non-revolving debt, net		309.7			164.2
Deferred income taxes		62.0			61.0
Other noncurrent liabilities		26.6			30.0
Total liabilities		763.2			668.8
Commitments and contingencies		—			—
Shareholders' equity:
Preferred stock, par value $0.001, 2.0 shares authorized, no shares issued or outstanding		—			—
Common stock, par value $0.001, 100.0 shares authorized, 33.0 and 32.6 shares issued and outstanding		—			—
Capital in excess of par value		428.4			404.3
Retained earnings		474.7			450.0
Accumulated other comprehensive loss		(55.6	)		(59.4	)
Total shareholders' equity		847.5			794.9
Total liabilities and shareholders' equity	$	1,610.7		$	1,463.7


	April 1, 2023							December 31, 2022							July 1, 2023							December 31, 2022
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Definite-lived intangibles:
Trade names and brands	$	94.1	$	(19.9	)	$	74.2	$	87.5	$	(18.5	)	$	69.0	$	95.4	$	(21.2	)	$	74.2	$	87.5	$	(18.5	)	$	69.0
Non-compete agreements		2.1		(0.8	)		1.3		2.1		(0.7	)		1.4		2.0		(0.9	)		1.1		2.1		(0.7	)		1.4
Technology		51.0		(22.7	)		28.3		50.8		(21.3	)		29.5		54.0		(24.1	)		29.9		50.8		(21.3	)		29.5
Supply agreement		21.0		(13.3	)		7.7		21.0		(12.8	)		8.2		21.0		(13.8	)		7.2		21.0		(12.8	)		8.2
Customer relationships		383.7		(60.7	)		323.0		349.4		(56.1	)		293.3		391.1		(65.4	)		325.7		349.4		(56.1	)		293.3
Sales order backlog		1.4		(0.8	)		0.6		0.7		(0.4	)		0.3		1.4		(1.0	)		0.4		0.7		(0.4	)		0.3
Workforce		6.1		(2.5	)		3.6		6.1		(2.2	)		3.9		6.1		(2.8	)		3.3		6.1		(2.2	)		3.9
	$	559.4	$	(120.7	)	$	438.7	$	517.6	$	(112.0	)	$	405.6	$	571.0	$	(129.2	)	$	441.8	$	517.6	$	(112.0	)	$	405.6


			Page

PART I. FINANCIAL INFORMATION			3

	Item 1.	Financial Statements	3

	Consolidated Balance Sheets as of ~~April~~July 1, 2023 (unaudited) and December 31, 2022		3

	Consolidated Statements of Operations for the Three Months Ended ~~April~~July 1, 2023 (unaudited) and ~~April~~July 2, 2022 (unaudited)		4

	Consolidated Statements of ~~Comprehensive Income~~Operations for the~~Three~~ Six Months Ended ~~April~~ July 1, 2023 (unaudited) and ~~April~~July 2, 2022 (unaudited)		5

	Consolidated Statements of ~~Shareholders’ Equity~~Comprehensive Income for the Three and Six Months Ended ~~April~~ July 1, 2023 (unaudited) and ~~April~~July 2, 2022 (unaudited)		6

	Consolidated Statements of ~~Cash Flows~~Shareholders’ Equity for theThree Months Ended ~~April~~ July 1, 2023 (unaudited) and ~~April~~July 2, 2022 (unaudited)		7

	Consolidated Statements of Shareholders’ Equity for the Six Months Ended July 1, 2023 (unaudited) and July 2, 2022 (unaudited)		8

	Consolidated Statements of Cash Flows for the Six Months Ended July 1, 2023 (unaudited) and July 2, 2022 (unaudited)		9

	Condensed Notes to the Consolidated, Unaudited Financial Statements		810

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2123

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2933

	Item 4.	Controls and Procedures	2933

PART II. OTHER INFORMATION			3034

	Item 1.	Legal Proceedings	3034

	Item 1A.	Risk Factors	3034

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3034

	Item 3.	Defaults Upon Senior Securities	3034

	Item 4.	Mine Safety Disclosures	3034

	Item 5.	Other Information	3034

	Item 6.	Exhibits	3135


															Accumulated																				Accumulated
									Capital in						other														Capital in						other
	Preferred		Preferred		Common		Common		excess of			Retained			comprehensive						Preferred		Preferred		Common		Common		excess of			Retained			comprehensive
	shares		stock		shares		stock		par value			earnings			loss			Total			shares		stock		shares		stock		par value			earnings			loss			Total

Balance at December 31, 2022		—	$	—		32.6	$	—	$	404.3		$	450.0		$	(59.4	)	$	794.9
Balance at April 1, 2023																						—	$	—		32.6	$	—	$	406.4		$	460.9		$	(58.7	)	$	808.6
Shares issued, ESPP										0.5									0.5											0.5									0.5
Shares issued, acquisition																										0.4				18.7									18.7
Stock-based compensation										3.4									3.4											3.1									3.1
Cancellation of shares for payment of employee tax withholding										(1.8	)								(1.8	)										(0.3	)								(0.3	)
Dividends declared													(3.0	)					(3.0	)													(3.0	)					(3.0	)
Net income													13.9						13.9														16.8						16.8
Other comprehensive income																0.7			0.7																	3.1			3.1
Balance at April 1, 2023		—	$	—		32.6	$	—	$	406.4		$	460.9		$	(58.7	)	$	808.6
Balance at July 1, 2023																						—	$	—		33.0	$	—	$	428.4		$	474.7		$	(55.6	)	$	847.5

Balance at January 1, 2022		—	$	—		32.4	$	—	$	394.6		$	363.3		$	(49.0	)	$	709.0
Shares issued, restricted stock						0.1				0.1									0.1
Balance at April 2, 2022																						—	$	—		32.5	$	—	$	395.8		$	390.9		$	(51.1	)	$	735.7
Shares issued, ESPP										0.5									0.5											0.5									0.5
Stock-based compensation										2.5									2.5											1.9									1.9
Cancellation of shares for payment of employee tax withholding										(1.9	)								(1.9	)										(0.7	)								(0.7	)
Dividends declared													(2.9	)					(2.9	)													(2.9	)					(2.9	)
Net income													30.5						30.5														30.0						30.0
Other comprehensive loss																(2.1	)		(2.1	)																(17.5	)		(17.5	)
Balance at April 2, 2022		—	$	—		32.5	$	—	$	395.8		$	390.9		$	(51.1	)	$	735.7
Balance at July 2, 2022																						—	$	—		32.5	$	—	$	397.6		$	417.9		$	(68.6	)	$	747.0


Year:
2023 Remaining	$	24.7	$	16.7
2024		31.3		32.4
2025		31.1		32.2
2026		29.4		30.4
2027		26.1		27.2
2028		25.7		26.7
Thereafter		270.4		276.2
Total	$	438.7	$	441.8

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller Reporting Company

Emerging growth company