United States securities and exchange commission logo
November 15, 2023
Sean Bagan
Chief Financial Officer
Helios Technologies, Inc.
7456 16th St E
Sarasota, Florida 34243
Re: Helios
Technologies, Inc.
Form 10-K for the
year ended December 31, 2022
Form 8-K filed
November 2, 2023
File No. 1-40935
Dear Sean Bagan:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 8-K filed November 2, 2023
NonGAAP Adjusted Operating Income RECONCILIATION, page 14
1. Please revise future
filings to provide a reconciliation of "Non-GAAP cash net income per
diluted share,"
"Non-GAAP adjusted operating margin," and "Adjusted EBITDA margin"
to the most directly
comparable GAAP measure. Refer to Item 10(e)(1)(i)(B) of
Regulation S-K and
Questions 102.05 and 102.10(a) of the Compliance and Disclosure
Interpretations on
Non-GAAP Financial Measures.
Non-GAAP Cash Net Income RECONCILIATION, page 15
2. We note your
presentation of "Non-GAAP cash net income" and "Non-GAAP cash net
income per diluted
share." Considering the reconciling items appear to include both cash
and non-cash
adjustments, please remove the "cash" description from the titles or tell us
why you believe the
titles are appropriate.
Form 10-K for the year ended December 31, 2022
Sean Bagan
FirstName LastNameSean
Helios Technologies, Inc. Bagan
Comapany 15,
November NameHelios
2023 Technologies, Inc.
November
Page 2 15, 2023 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies and Estimates, page 43
3. In future filings, please enhance your disclosures to provide
qualitative and quantitative
information necessary to understand the estimation uncertainty and the
impact your
critical accounting estimates have had or are reasonably likely to
have on your financial
condition and results of operations. In addition, discuss how much
each estimate and/or
assumption has changed over a relevant period and the sensitivity of
reported amounts to
the underlying methods, assumptions and estimates used. The
disclosures
should supplement, not duplicate, the description of accounting
policies or other
disclosures in the notes to the financial statements. As an example,
we note that the
amounts and useful lives applied in your purchase price allocations to
trade names and
brands and customer relationships may have a significant impact on
your financial
statements. Refer to Item 303(b)(3) of Regulation S-K and SEC Release
No. 33-8350.
Inflation, page 44
4. We note your disclosure that you "are experiencing supply shortages
and increasing
material and logistics 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." Please address the following comment related to the supply
chain and
inflationary pressures you are experiencing:
Revise your disclosures in future filings to expand upon the
principal factors
contributing to your inflationary pressures, the specific actions
planned or taken, if
any, to mitigate the inflationary pressures, and to quantify the
resulting impact on
your results of operations and financial condition.
Revise your disclosures in future filings to more fully address
whether and how
supply disruptions materially affect your outlook or business
goals. Specify whether
these challenges have materially impacted your results of
operations or capital
resources and quantify, to the extent possible, how your sales,
profits, and/or liquidity
have been impacted. Discuss known trends or uncertainties
resulting from mitigation
efforts undertaken, if any, to alleviate supply chain
disruptions. Explain whether any
mitigation efforts introduce new material risks, including those
related to product
quality, reliability, or regulatory approval of products.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Charles Eastman at 202-551-3794 or Andrew Blume at
202-551-3254 with
Sean Bagan
Helios Technologies, Inc.
November 15, 2023
Page 3
any questions.
FirstName LastNameSean Bagan Sincerely,
Comapany NameHelios Technologies, Inc.
Division of Corporation Finance
November 15, 2023 Page 3 Office of Manufacturing
FirstName LastName