UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 3, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
Commission file number 0-21835
HELIOS TECHNOLOGIES, INC.
(Exact Name of Registration as Specified in its Charter)
Florida
59-2754337
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
1500 WEST UNIVERSITY PARKWAY
SARASOTA, Florida
34243
(Address of Principal Executive Offices)
(Zip Code)
(941)362-1200
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock $.001 Par Value
HLIO
The NASDAQ Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
Smaller Reporting Company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The registrant had 32,234,227 shares of common stock, par value $.001, outstanding as of April 30, 2021.
2
Helios Technologies, Inc.
INDEX
For the quarter ended
April 3, 2021
Page
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
Consolidated Balance Sheets as of April 3, 2021 (unaudited) and January 2, 2021
4
Consolidated Statements of Operations for the Three Months Ended April 3, 2021 (unaudited) and March 28, 2020 (unaudited)
5
Consolidated Statements of Comprehensive Income for the Three Months Ended April 3, 2021 (unaudited) and March 28, 2020 (unaudited)
6
Consolidated Statements of Shareholders’ Equity for the Three Months Ended April 3, 2021 (unaudited) and March 28, 2020 (unaudited)
7
Consolidated Statements of Cash Flows for the Three Months Ended April 3, 2021 (unaudited) and March 28, 2020 (unaudited)
8
Condensed Notes to the Consolidated, Unaudited Financial Statements
9
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
20
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
27
Item 4.
Controls and Procedures
PART II. OTHER INFORMATION
Legal Proceedings
28
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
29
3
PART I: FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS.
Consolidated Balance Sheets
(in thousands, except per share data)
January 2, 2021
(unaudited)
Assets
Current assets:
Cash and cash equivalents
$
25,924
25,216
Restricted cash
41
Accounts receivable, net of allowance for credit losses of $1,453 and $1,493
124,391
97,623
Inventories, net
119,763
110,372
Income taxes receivable
579
1,103
Other current assets
21,901
19,664
Total current assets
292,599
254,019
Property, plant and equipment, net
160,695
163,177
Deferred income taxes
6,152
6,645
Goodwill
434,059
443,533
Other intangible assets, net
407,309
419,375
Other assets
10,734
10,230
Total assets
1,311,548
1,296,979
Liabilities and shareholders' equity
Current liabilities:
Accounts payable
72,608
59,477
Accrued compensation and benefits
18,731
22,985
Other accrued expenses and current liabilities
24,315
24,941
Current portion of long-term non-revolving debt, net
15,841
16,229
Dividends payable
2,900
2,891
Income taxes payable
7,749
1,489
Total current liabilities
142,144
128,012
Revolving line of credit
249,797
255,909
Long-term non-revolving debt, net
186,126
189,932
73,578
78,864
Other noncurrent liabilities
34,623
36,472
Total liabilities
686,268
689,189
Commitments and contingencies
—
Shareholders' equity:
Preferred stock, par value $0.001, 2,000 shares authorized,
no shares issued or outstanding
Common stock, par value $0.001, 100,000 shares authorized,
32,226 and 32,121 shares issued and outstanding
32
Capital in excess of par value
376,994
371,778
Retained earnings
290,007
270,320
Accumulated other comprehensive loss
(41,753
)
(34,340
Total shareholders' equity
625,280
607,790
Total liabilities and shareholders' equity
The accompanying Condensed Notes to the Consolidated, Unaudited Financial Statements are an integral part of these financial statements.
Consolidated Statements of Operations
Three Months Ended
March 28, 2020
Net sales
204,844
129,483
Cost of sales
129,477
77,633
Gross profit
75,367
51,850
Selling, engineering and administrative expenses
30,561
25,664
Amortization of intangible assets
10,198
4,348
Goodwill impairment
31,871
Operating income (loss)
34,608
(10,033
Interest expense, net
4,751
2,951
Foreign currency transaction loss, net
464
125
Other non-operating income, net
(1
(94
Income (loss) before income taxes
29,394
(13,015
Income tax provision
6,807
4,208
Net income (loss)
22,587
(17,223
Basic and diluted net income (loss) per common share
0.70
(0.54
Basic and diluted weighted average shares outstanding
32,193
32,062
Dividends declared per share
0.09
Consolidated Statements of Comprehensive Income
(in thousands)
Other comprehensive income (loss)
Foreign currency translation adjustments, net of tax
(9,118
(4,901
Unrealized gain (loss) on interest rate swap, net of tax
1,705
(2,201
Total other comprehensive loss
(7,413
(7,102
Comprehensive income (loss)
15,174
(24,325
Consolidated Statements of Shareholders’ Equity (unaudited)
Accumulated
Capital in
other
Preferred
Common
excess of
Retained
comprehensive
shares
stock
par value
earnings
loss
Total
Balance at January 2, 2021
32,120
Shares issued, restricted stock
30
Shares issued, other compensation
Shares issued, ESPP
10
333
Shares issued, acquisition
63
3,624
Stock-based compensation
2,107
Cancellation of shares for payment of employee tax withholding
(4
(848
Dividends declared
(2,900
Net income
Other comprehensive loss
Balance at April 3, 2021
32,226
Balance at December 28, 2019
32,047
365,310
267,658
(55,364
577,636
21
12
355
1,533
(10
(677
(2,887
Net loss
Balance at March 28, 2020
32,075
366,521
247,548
(62,466
551,635
Consolidated Statements of Cash Flows
Cash flows from operating activities:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization
15,237
8,376
Stock-based compensation expense
Amortization of debt issuance costs
179
Benefit for deferred income taxes
(906
(1,186
Forward contract gains, net
(2,402
(440
Other, net
160
(Increase) decrease in:
Accounts receivable
(28,051
(6,838
Inventories
(10,809
(2,818
565
1,415
(2,614
(2,740
2,139
1,213
Increase (decrease) in:
13,912
3,867
Accrued expenses and other liabilities
(2,147
(4,652
6,126
3,051
(819
(701
Net cash provided by operating activities
15,082
15,067
Cash flows from investing activities:
Acquisition of a business, net of cash acquired
(1,000
Amounts paid for net assets acquired
(2,400
Capital expenditures
(5,036
(2,937
Proceeds from dispositions of equipment
35
Cash settlement of forward contracts
1,544
1,634
Software development costs
(623
Net cash used in investing activities
(7,480
(1,300
Cash flows from financing activities:
Borrowings on revolving credit facilities
6,602
2,000
Repayment of borrowings on revolving credit facilities
(8,500
(5,500
Repayment of borrowings on long-term non-revolving debt
(4,029
(2,100
Proceeds from stock issued
Dividends to shareholders
(2,891
(2,885
Other financing activities
(974
(815
Net cash used in financing activities
(9,459
(8,945
Effect of exchange rate changes on cash, cash equivalents and restricted cash
2,565
310
Net increase in cash, cash equivalents and restricted cash
708
5,132
Cash, cash equivalents and restricted cash, beginning of period
25,257
22,162
Cash, cash equivalents and restricted cash, end of period
25,965
27,294
CONDENSED NOTES TO THE CONSOLIDATED, UNAUDITED FINANCIAL STATEMENTS
(Currencies in thousands, except per share data)
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, health, and wellness. Helios sells its products to customers in over 85 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 design (“Systems”). 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 and therapy baths and spas. This broad range of products is complemented by extensive application expertise and unparalleled depth of software, embedded programming, hardware and sustaining engineering teams. This technology is referred to as Electronic Controls (“EC”).
On November 6, 2020, the Company completed the acquisition of BWG Holdings I Corp. (hereinafter referred to as “Balboa Water Group” or “Balboa”), an innovative market leader of electronic controls for the health and wellness industry. The results of Balboas operations are reported in the Company’s Electronics segment and have been included in the Consolidated Financial Statements since the acquisition date.
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 January 2, 2021 (“Form 10-K”), filed by Helios with the Securities and Exchange Commission on March 2, 2021. In management’s opinion, all adjustments necessary for a fair presentation of the Company’s financial statements are reflected in the interim periods presented.
The Company faces various risks related to health epidemics, pandemics and similar outbreaks, including the global outbreak of COVID-19. The current COVID-19 pandemic has had an impact on markets the Company serves and its operations. The Company cannot at this time predict the future impact of the COVID-19 pandemic on its business or economic conditions as a whole, but it could have a material adverse effect on the business, financial position, results of operations and/or cash flows. Operating results for the three months ended April 3, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ended January 1, 2022.
Contract Assets and Liabilities
Contract assets are recognized when the Company has a conditional right to consideration for performance completed on contracts. Contract asset balances totaled $2,239 and $2,776 at April 3, 2021 and January 2, 2021, respectively, and are presented in Other current assets in the Consolidated Balance Sheets. Accounts receivable balances represent unconditional rights to consideration from customers and are presented separate from contract assets in the Consolidated Balance Sheets.
Contract liabilities are recognized when payment is received from customers prior to satisfying the underlying performance obligation. Contract liabilities totaled $3,865 and $4,208 at April 3, 2021 and January 2, 2021, respectively, and are presented in Other accrued expenses and current liabilities in the Consolidated Balance Sheets.
Research and Development
The Company conducts research and development (“R&D”) to create new products and to make improvements to products currently in use. R&D costs are charged to expense as incurred and totaled $4,298, and $4,107 for the three months ended April 3, 2021 and March 28, 2020, respectively.
Earnings Per Share
The following table presents the computation of basic and diluted earnings per common share (in thousands, except per share data):
Recently Adopted Accounting Standards
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This update simplifies accounting for income taxes by eliminating some exceptions to the general approach in ASC 740, Income Taxes, related to intraperiod tax allocation, the methodology for calculating income tax in an interim period and the recognition of deferred tax liabilities for outside basis differences. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The amendments in this update should be applied on either a retrospective basis, a modified retrospective basis or prospectively, depending on the provision within the amendment. The Company adopted the standard for the fiscal year beginning January 3, 2021. Adoption of the standard did not have a material impact on the Consolidated, Unaudited Financial Statements.
3. 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 3, 2021 and January 2, 2021.
Quoted Market
Significant Other Observable
Significant Unobservable
Prices (Level 1)
Inputs (Level 2)
Inputs (Level 3)
Interest rate swap contract
861
Forward foreign exchange contracts
251
1,112
Liabilities
6,329
731
Contingent consideration
1,459
8,519
7,060
211
7,679
1,551
1,919
11,149
9,230
A summary of the changes in the estimated fair value of contingent consideration at April 3, 2021 is as follows:
Change in estimated fair value
(460
4. INVENTORIES
At April 3, 2021 and January 2, 2021, inventory consisted of the following:
Raw materials
58,133
49,361
Work in process
33,169
30,675
Finished goods
38,014
39,332
Provision for obsolete and slow moving inventory
(9,553
(8,996
5. OPERATING LEASES
The Company leases machinery, equipment, vehicles, buildings and office space, throughout its locations, that are classified as operating leases. Remaining terms on these leases range from less than one year to ten years. For the three months ended April 3, 2021 and March 28, 2020, operating lease costs totaled $1,395 and $908, respectively.
Supplemental balance sheet information related to operating leases is as follows:
Right-of-use assets
15,512
16,616
Lease liabilities:
Current lease liabilities
4,341
4,736
Non-current lease liabilities
11,982
12,728
Total lease liabilities
16,323
17,464
Weighted average remaining lease term (in years):
5.0
Weighted average discount rate:
%
Supplemental cash flow information related to leases is as follows:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
1,355
915
Non-cash impact of new leases and lease modifications
204
15
11
Maturities of lease liabilities are as follows:
2021 Remaining
4,084
2022
3,594
2023
3,261
2024
2,602
2025
2,001
2026
1,606
Thereafter
1,297
Total lease payments
18,445
Less: Imputed interest
(2,122
Total lease obligations
Less: Current lease liabilities
(4,341
6. GOODWILL AND INTANGIBLE ASSETS
A summary of changes in goodwill by segment for the three months ended April 3, 2021, is as follows:
Hydraulics
Electronics
261,129
182,404
Measurement period adjustment, Balboa Water Group acquisition
90
Currency translation
(9,564
251,565
182,494
Intangible Assets
At April 3, 2021, and January 2, 2021, intangible assets consisted of the following:
Gross Carrying
Amount
Amortization
Net Carrying
Definite-lived intangibles:
Trade names and brands
79,422
(12,112
67,310
80,402
(11,188
69,214
Non-compete agreements
950
(823
127
(776
174
Technology
45,441
(13,460
31,981
45,955
(12,368
33,587
Supply agreement
21,000
(9,100
11,900
(8,575
12,425
Customer relationships
322,825
(33,977
288,848
330,406
(31,431
298,975
Sales order backlog
8,000
(6,833
1,167
(3,000
5,000
Workforce
6,077
(101
5,976
483,715
(76,406
486,713
(67,338
Amortization expense for the three months ended April 3, 2021, and March 28, 2020, was $10,198 and $4,348, respectively. Future estimated amortization expense is presented below.
Year:
20,444
25,519
25,459
24,805
24,737
23,349
262,996
7. 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
Balance Sheet
Fair Value (1)
Location
Derivatives designated as hedging instruments:
Interest rate swap contracts
Other non-current liabilities
Derivatives not designated as hedging instruments:
169
Other current liabilities
1,413
221
42
138
Total derivatives
(1) See Note 3 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 months ended April 3, 2021 and March 28, 2020, 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)
into Earnings (Effective Portion)
Derivatives in cash flow hedging relationships:
2,210
(1,079
(525
Interest expense presented in the Consolidated Statements of Operations, in which the effects of cash flow hedges are recorded, totaled $4,751 and $2,951 for the three months ended April 3, 2021 and March 28, 2020, respectively.
Amount of Gain or (Loss) Recognized
in Earnings on Derivatives
Location of Gain or (Loss) Recognized
2,402
440
Foreign currency transaction gain loss, net
13
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 these transactions, the Company pays interest based upon a fixed rate as agreed upon with the respective counterparties and receives variable rate interest payments based on the one-month LIBOR. The interest rate swaps have an aggregate notional amount of $195,000, with periodic decreases, have been designated as hedging instruments and are accounted for as cash flow hedges. The interest rate swaps are scheduled to expire in April 2023 and October 2025. 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 3, 2021, the Company had 10 forward foreign exchange contracts with an aggregate notional value of €51,902, maturing at various dates through September 2022.
Net Investment Hedge
The Company utilizes foreign currency denominated debt to hedge currency exposure in foreign operations. The Company has designated €90,000 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 $105,797 as of April 3, 2021 and is included in the Revolving line of credit line item in the Consolidated Balance Sheets. The gain on the net investment hedge recorded in accumulated other comprehensive income (“AOCI”) as part of the currency translation adjustment was $3,172, net of tax, for the three months ended April 3, 2021.
8. CREDIT FACILITIES
Total long-term non-revolving debt consists of the following:
Maturity Date
Long-term non-revolving debt:
Term loan with PNC Bank
10/28/2025
197,500
200,000
Term loan with Intesa Sanpaolo S.p.A
12/23/2021
4,415
6,106
Term loan with Citibank
5/23/2023
398
400
Other long-term debt
Various
232
264
Total long-term non-revolving debt
202,545
206,770
Less: current portion of long-term non-revolving debt
Less: unamortized debt issuance costs
578
609
Total long-term non-revolving debt, net
Information on the Company’s revolving credit facilities is as follows:
Balance
Available Credit
Revolving line of credit with PNC Bank
148,213
144,045
Revolving line of credit with Citibank
11/18/2021
415
315
1,869
1,982
250,212
256,224
150,082
146,027
Future maturities of total debt are as follows:
12,446
15,374
15,141
20,000
389,796
452,757
14
Term Loan 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. The revolving line of credit allows for borrowings up to an aggregate maximum principal amount of $400,000.
The Company has exchanged a portion of the USD denominated borrowings on the line of credit for €90,000 in order to hedge currency exposure in foreign operations. The borrowings have been designated as a net investment hedge, see additional information in Note 7.
The effective interest rate on the credit agreement at April 3, 2021 was 2.92%. Interest expense recognized on the credit agreement during the three months ended April 3, 2021 and March 28, 2020, totaled $3,633 and $2,408, respectively. As of the date of this filing, the Company was in compliance with all debt covenants related to the credit agreement.
Term Loan with Intesa Sanpaolo S.p.A.
The Company has an agreement with Intesa Sanpaolo S.p.A. that provides an unsecured term loan of €5,000. The facility bears interest at 1.25%. Repayment of the facility began in January 2021 and is due in 12 monthly installments. The loan bears a guarantee from SACE S.p.A. – the Italian export public credit agency operating in the insurance and financial services sectors – pursuant to the Law Decree No. 23 of April 8, 2020, converted (with amendments) into Law No. 40 of June 5, 2020.
Term Loan and Line of Credit with Citibank
The Company has an uncommitted fixed asset facility agreement (the “Fixed Asset Facility”) and short-term revolving facility agreement (the “Working Capital Facility”) with Citibank (China) Co., Ltd. Shanghai Branch, as lender.
Under the Fixed Asset Facility, the Company may, from time-to-time, borrow amounts on a secured basis up to a total of RMB 50,000. The proceeds of such loans may be used for purchases of certain equipment. Outstanding borrowings under the Fixed Asset Facility accrue interest at a rate equal to the National Interbank Funding Center 1-year loan prime rate plus 1.50%, to be repaid on a specified schedule. Currently drawn funds have a final payment due date of May 2023.
Under the Working Capital Facility, the Company may from time to time borrow amounts on an unsecured revolving facility of up to a total of RMB 15,000. Proceeds may only be used for expenditures related to production at the Company’s facility located in Kunshan City, China. Outstanding borrowings under the Working Capital Facility accrue interest at a rate equal to the National Interbank Funding Center 1-year loan prime rate plus 0.50%. All outstanding balances will be due in November 2021.
As of the date of this filing, the Company was in compliance with all debt covenants related to the Fixed Asset Facility and Working Capital Facility.
9. INCOME TAXES
The provision for income taxes for the three months ended April 3, 2021 and March 28, 2020 was 23.2% and 22.3% of pretax income, respectively, after adjusting the prior year for the impact of the goodwill impairment charge.
At April 3, 2021, the Company had an unrecognized tax benefit of $12,344 including accrued interest. If recognized, $1,878 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 3, 2021 is not considered material to the Company’s consolidated financial statements.
The Company remains subject to income tax examinations in the U.S. and various state and foreign jurisdictions for tax years 2009-2020. Although the Company is not currently under examination in most jurisdictions, limited transfer pricing disputes exist for years dating back to 2008. The Company anticipates the resolution of a transfer pricing dispute and along with the expiration of statutes of limitation that may result in a net benefit ranging from $0 to $2,388 that could be recognized within the next 12 months.
10. STOCK-BASED COMPENSATION
Equity Incentive Plan
The Company’s 2019 Equity Incentive Plan and its predecessor equity plan provide for the grant of shares of restricted stock, restricted 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.
Restricted Stock and Restricted Stock Units
The Company grants restricted shares of common stock and restricted stock units (“RSUs”) 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 restricted stock and RSUs totaled $1,360 and $1,253, respectively, for the three months ended April 3, 2021 and March 28, 2020.
The following table summarizes restricted stock and RSU activity for the three months ended April 3, 2021:
Number of
Weighted Average
Shares / Units
Grant-Date
Fair Value per Share
Nonvested balance at January 2, 2021
239
38.95
Granted
99
54.24
Vested
(57
42.98
Forfeited
(7
44.82
Nonvested balance at April 3, 2021 (1)
274
43.50
(1) Includes 113,751 unvested performance-based RSUs.
The Company had $10,396 of total unrecognized compensation cost related to the restricted stock and RSU awards as of April 3, 2021. That cost is expected to be recognized over a weighted average period of 2.1 years.
Stock Options
The following table summarizes stock options the Company has granted to its officers (in thousands, except per share data):
Options
Option Exercise
Date of Grant
(Strike) Price
Outstanding
Exercisable
February 28, 2020
18
39.75
July 1, 2020
35.04
January 28, 2021
55.30
16
The exercise prices per share are equal to the market price of Helios stock on the respective grant dates. The options vest ratably over a three-year period and have a 10-year expiration. The grant date fair value of the options was estimated using a Black Scholes valuation model. At April 3, 2021, the Company had $476 of unrecognized compensation cost related to the options which is expected to be recognized over a weighted average period of 2.6 years.
Employee Stock Purchase Plans
The Company maintains an Employee Stock Purchase Plan (“ESPP”) in which U.S. employees are eligible to participate. Employees who choose to participate are granted an opportunity to purchase common stock at 85 percent of market value on the first or last day of the quarterly purchase period, whichever is lower. Employees in the United Kingdom (“UK”), under a separate plan, are granted an opportunity to purchase the Company’s common stock at market value, on the first or last day of the quarterly purchase period, whichever is lower, with the Company issuing one additional free share of common stock for each six shares purchased by the employee under the plan. Employees purchased 7,408 shares at a weighted average price of $44.90, and 10,927 shares at a weighted average price of $32.46, under the ESPP and UK plans during the three months ended April 3, 2021 and March 28, 2020, respectively. The Company recognized $195 and $60 of compensation expense during the three months ended April 3, 2021 and March 28, 2020, respectively.
Nonemployee Director Fees Plan
The Company’s 2012 Nonemployee Director Fees Plan compensates nonemployee directors for their board service with shares of common stock. Directors were granted 7,375 and 5,500 shares for the three months ended April 3, 2021 and March 28, 2020, respectively. The Company recognized director stock compensation expense of $538 and $235 for the three months ended April 3, 2021 and March 28, 2020, respectively.
11. 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
(5,922
(28,418
Other comprehensive income (loss) before reclassifications
3,019
(11,562
(8,543
Amounts reclassified from accumulated other comprehensive loss, net of tax
(809
Tax effect
(505
2,444
1,939
Net current period other comprehensive income (loss)
(4,217
(37,536
(5,372
(49,992
Other comprehensive loss before reclassifications
(4,423
(5,950
(10,373
394
1,828
1,049
2,877
Net current period other comprehensive loss
(7,573
(54,893
17
12. 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 makers.
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 months ended April 3, 2021, the unallocated costs totaled $11,745 and included acquisition and integration related expenses of $1,547 and amortization of acquisition-related intangible assets of $10,198. The accounting policies of the Company’s operating segments are the same as those used to prepare the accompanying Consolidated, Unaudited Financial Statements.
The following table presents financial information by reportable segment:
119,106
103,818
85,738
25,665
Operating income
28,073
21,482
18,280
4,778
Corporate and other
(11,745
(36,293
2,635
2,394
2,401
543
5,036
2,937
762,063
765,155
541,834
523,502
Corporate
7,651
8,322
Geographic Region Information
Net sales are measured based on the geographic destination of sales. 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.
Americas
99,341
58,950
EMEA
52,602
35,971
APAC
52,901
34,562
Tangible long-lived assets
96,888
96,752
30,183
31,091
18,112
18,718
145,183
146,561
13. RELATED PARTY TRANSACTIONS
The Company purchases from, and sells inventory to, entities partially owned or managed by directors of Helios. For the three months ended April 3, 2021 and March 28, 2020, inventory sales to the entities totaled $749 and $414, respectively, and inventory purchases from the entities totaled $2,107 and $999, respectively.
At April 3, 2021 and January 2, 2021, amounts due from the entities totaled $389 and $528, respectively, and amounts due to the entities totaled $736 and $421, respectively.
14. COMMITMENTS AND CONTINGENCIES
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.
15. SUBSEQUENT EVENTS
On April 30, 2021, the Company’s President of Electronic Controls and Section 16 Officer, Jinger McPeak, informed the Company of her intention to resign. Ms. McPeak has agreed to continue her employment through June 1, 2021. In connection with her resignation, the Company and Ms. McPeak entered into a separation agreement. For additional detail, please refer to the Form 8-K filed by the Company on April 30, 2021.
19
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" and similar expressions identify forward-looking statements. In addition, any statements which 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 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 industrial technology leader that develops and manufactures solutions for both the hydraulics and electronics markets. We were originally founded in 1970 as Sun Hydraulics Corporation, which designed and manufactured cartridge valves for hydraulics systems. We changed the Company’s legal name on June 13, 2019, from Sun Hydraulics Corporation to Helios Technologies, Inc.
Today we operate under two business segments: Hydraulics and Electronics. These businesses design and manufacture hydraulic cartridge valves, hydraulic quick release couplings and customized electronic controls systems and displays for a variety of end markets, as well as design complete hydraulic systems.
Strategic Vision
Our strategic goals are to achieve $1 billion in sales through a combination of organic growth and acquisitions, while remaining a technology leader and delivering superior profitability, with operating margins in excess of 20%. We are augmenting our strategy with value streams that we expect to help us to execute our goals and potentially accelerate the achievement of our strategic vision.
We believe the value streams will deliver growth, diversification and market leading financial performance as we develop into a more sophisticated, globally oriented, customer centric and learning organization. These are:
1.
Protect the business through customer centricity and drive cash generation through the launch of new products and leveraging existing products;
2.
Think and act globally to better leverage our assets, accelerate innovation and diversify end markets by driving intra- and inter-company initiatives and by building in the region for the region;
3.
Diversify our markets and sources of revenue by swarming commercial opportunities that leverage our products and technologies’ value in new markets such as defense and commercial food service, thereby creating greater opportunities for growth while reducing risk and cyclicality; and
4.
Develop our talent, our most critical resource, through a culture of customer-centricity through the embracement of diversity, engagement of the team, focus on shared, deeply rooted values and promotion of a learning organization.
Our strategy is underpinned by the execution of acquisitions, which we expect to include bolt-on, flywheel type acquisitions (up to $100 million in enterprise value) and the evaluation of more transformative type acquisitions ($100 million to $1 billion in enterprise value). The objective of our acquisition strategy is to enhance Helios by:
•
Growing our current product portfolio or adding new technologies and capabilities that complement our current offerings;
Expanding geographic presence; and
Bringing new customers or markets.
To support the execution of our strategy, our financial strategy is oriented on delivering industry leading margins, a strong balance sheet and sufficient financial flexibility to support organic and acquisitive growth.
We align our internal key performance indicators with our strategy to ensure our short-term actions will deliver long-term expectations.
Recent Acquisitions
In November 2020, we acquired Balboa Water Group, further diversifying the markets we serve and expanding our technological capabilities in electronics. Balboa is an innovative market leader of electronic controls for the health and wellness industry with proprietary and patented technology that enables end-to-end electronic control systems for therapy baths and spas. Headquartered in Costa Mesa, California, manufacturing operations supporting the business are located in Mexico, with sales and warehouse operations in Denmark. This acquisition expanded our electronic control technology with complementary AC (alternating current) capabilities and enabled further diversification of end markets. The results of Balboa’s operations are reported in our Electronics segment and have been included in the Consolidated Financial Statements since the acquisition date.
In January 2021, we acquired the assets of BJN Technologies, LLC, an innovative engineering solutions provider that was founded in 2014. With the acquisition, we formed the Helios Center of Engineering Excellence to centralize our technology advancements and new product development and better leverage existing talents across the electronics segment initially, and then throughout all of Helios.
Global Economic Conditions
COVID-19 Update
During the first quarter of 2021, we experienced limited disruption to our operations from the pandemic. We continue to experience pandemic-related softening of sales and orders in certain industries and markets; however, many of our customers and end markets are recovering from the substantial impacts experienced during 2020. First quarter demand for our products exceeded our expectations as end market recovery occurred sooner and was stronger than we projected. Demand in the health and wellness and recreational marine markets has been favorably impacted by the pandemic as consumers are investing in leisure products and activities. We are experiencing constraints on our ability to source certain electronic components which originated from the high demand for these products caused by the pandemic; however, we have been able to mitigate the majority of the impact with our procurement efforts and production schedule adjustments.
We are monitoring the effects of the pandemic that are occurring in India for potential supply chain impacts related to goods coming from our Hydraulics segment facilities in the country that are supplied to other parts of the world. We do not expect there will be a material impact to our operations. Our outlook for the remainder of the 2021 fiscal year assumes the global economy continues to recover; however, we cannot at this time predict any future impacts. Refer to Item 1A Risk Factors of our Annual Report on Form 10-K for additional COVID-19 related discussion.
Brexit Update
In January 2020, the UK exited the EU. During the transition period, which ended on December 31, 2020, existing arrangements between the UK and the EU remained in place while the UK and the EU negotiated a free trade agreement. This was entered into on December 24, 2020 and went into effect on January 1, 2021. The Company continues to monitor the situation and plan for potential impact. The ultimate impact of Brexit on the Company’s financial results is uncertain. However, we do not expect the effects of Brexit to have a material impact on our results of operations or financial position. For additional information, refer to Part I, Item 1A, “Risk Factors” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Form 10-K.
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 macro-economic conditions.
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 decreased an additional 3% during the first three months of 2021, after decreasing 17% in 2020. In Europe, the CEMA Business Barometer reports that in April 2021, the general business climate index for the European agricultural machinery industry has risen to its highest level since 2011. The favorable index is based on a record volume of accumulated incoming orders and high levels of turnover already secured for the upcoming months. The CECE (Committee for European Construction Equipment) business climate index reports that during the first quarter the European construction equipment industry continued its remarkable recovery from the disruptions caused by the COVID-19 crisis. In March, CECE’s business climate index reached new heights after 10 consecutive months of expansion.
The Federal Reserve’s Industrial Production Index, which measures the real output of all relevant establishments located in the U.S., reports sales of semiconductors and other electronics components declined slightly during the first quarter of 2021; however, the index continues to exceed fourth quarter 2019 levels. The Institute of Printed Circuits Association (“ICP”) reported that total North American printed circuit board shipments increased 4.7% in March 2021 compared with the same month last year; compared with February 2021, March shipments grew 30.9%. ICP also reported that North American electronics manufacturing services shipments were down 3.6% in March compared to March 2020; however, up 10.9% compared to February 2021.
2021 First Quarter Results and Comparison of the Three Months Ended April 3, 2021 and March 28, 2020
(in millions except per share data)
$ Change
% Change
204.8
129.5
75.3
58.1
75.4
51.9
23.5
45.3
Gross profit %
36.8
40.1
34.6
(10.0
44.6
(446.0
)%
Operating income %
16.9
-7.7
22.6
(17.2
39.8
(231.4
1.24
(229.6
First quarter consolidated net sales increased $75.3 million, 58.1%, compared with the prior-year period. Changes in foreign currency exchange rates favorably impacted sales for the quarter by $5.8 million, 2.8%, and earnings per share by $0.02. A large portion of the first quarter sales growth was attributed to our acquisition of Balboa in November 2020. We also experienced strong organic growth compared with the prior-year period which resulted from improved demand in the European agriculture and construction equipment markets and the U.S. recreational marine market.
From a geographic perspective, demand increased in all regions as companies began to relax COVID-19 restrictions. Excluding the Balboa acquisition and foreign currency effects, we experienced moderate growth in the Americas, and robust growth in the EMEA and APAC regions.
Gross profit trended upward in the first quarter compared with the first quarter of 2020, due to increased sales volume and a favorable impact from changes in foreign currency rates of $1.9 million. Gross margin decreased by 3.3 percentage points compared with the prior-year period, as improved leverage of our fixed cost base on higher sales was offset by the addition of Balboa’s sales which have a different margin profile compared to our historical business resulting in higher material and production costs and lower selling, engineering and administrative (“SEA”) costs.
22
Operating income as a percentage of sales increased 24.6 percentage points to 16.9% in the first quarter of 2021 compared with an operating loss of 7.7%, as a percentage of sales, in the prior-year period. During the first quarter of 2020, current and expected economic impacts from the COVID-19 pandemic led to an impairment charge of $31.9 million of goodwill. Excluding the impairment charge, operating income as a percentage of sales remained flat with the prior year period at 16.9%, as improved leverage of our fixed cost base on higher sales volume was offset by an increase in intangible amortization of $5.8 million from the Balboa acquisition and $1.5 million of costs incurred for acquisition and integration related activities.
SEGMENT RESULTS
The following table sets forth the results of operations for the Hydraulics segment (in millions):
119.1
103.8
15.3
14.7
45.4
39.7
5.7
14.4
38.1
38.2
28.1
21.5
6.6
30.7
23.6
20.7
First quarter net sales for the Hydraulics segment totaled $119.1 million, an increase of $15.3 million, 14.7%, compared with the prior-year period. The first quarter of 2020 was impacted by facility closures and regulatory restrictions imposed on shipments resulting from the COVID-19 pandemic. The 2021 first quarter benefited from strong demand in the European agriculture and construction equipment markets. Changes in foreign currency exchange rates favorably impacted sales for the quarter by $5.7 million.
The following table presents net sales based on the geographic region of the sale for the Hydraulics segment (in millions):
34.3
37.3
(3.0
(8.0
43.3
33.5
9.8
29.3
41.5
33.0
8.5
25.8
Demand in the Americas region improved during the first quarter of 2021 compared to the prior-year first quarter; however, sales to the region declined 8.0% as the 2020 first quarter benefited from sales that were shipped from our backlog due to extended lead times. Demand in the agriculture and construction equipment end markets generated an increase in sales to the EMEA region of 18.8% compared with the 2020 first quarter, excluding positive impacts from foreign currency fluctuations totaling $3.5 million. Sales to the APAC region grew 19.1% compared with the first quarter of 2020, excluding positive impacts from foreign currency fluctuations totaling $2.2 million. The growth primarily resulted from increased demand in China and Korea, as well as the increase in operations in our China facility.
In the first quarter of 2021, gross profit increased $5.7 million compared with the first quarter of the prior year due to higher sales volume, and a favorable impact from changes in foreign currency rates of $1.8 million. Gross profit margin remained fairly consistent with the first quarter of 2020, decreasing 0.1 percentage point to 38.1%, due to an unfavorable product mix in sales and higher shipping costs.
SEA expenses decreased $0.9 million, 4.9%, in the first quarter of 2021 compared with the same period of the prior year, a result of continued cost management efforts including our restructuring activities and reductions in costs related to travel and marketing, professional fees and other discretionary spend. Increased leverage of our fixed cost base on higher sales and our cost management efforts led to SEA as a percent of sales decreasing 3.0 percentage points during the quarter, to 14.5%, compared to the 2020 first quarter.
As a result of the impacts to gross profit and SEA noted above, first quarter operating income increased $6.6 million, 30.7%, compared with the first quarter of the prior year, and operating margin strengthened 2.9 percentage points to 23.6%.
23
The following table sets forth the results of operations for the Electronics segment (in millions):
85.7
25.7
60.0
233.5
30.0
12.2
17.8
145.9
35.0
47.5
18.3
4.8
13.5
281.3
21.4
18.7
First quarter net sales for the Electronics segment totaled $85.7 million, an increase of $60.0 million compared with the prior-year period. A significant portion of the sales were directly related to the recent acquisition while the segment also realized solid organic growth compared with the prior year first quarter. Demand in the health and wellness industries has been strengthened by the pandemic as consumers invest in health and home improvements. The same trend is occurring in the U.S. recreational marine market in which demand continues to be strong. We have taken swift and successful actions to expand production capacity in an effort to fulfill the high incoming order levels for spa and bath products. The segments supply chain is experiencing constraints on its ability to source certain electronic components; however, the effect on sales has been minimal to date due to increased procurement efforts and production schedule adjustments. Changes in exchange rates had a minimal impact on first quarter sales.
The following table presents net sales based on the geographic region of the sale for the Electronics segment (in millions):
65.0
21.6
43.4
200.9
9.3
2.5
6.8
272.0
11.4
1.6
612.5
During the first quarter of 2021, we experienced robust growth in all regions. Sales to the Americas accounted for 75.8% of total segment sales, a decrease from 84.0% in the prior comparable period, which is primarily from a variation in the regional footprint of the acquisition. Similarly, sales to EMEA and APAC increased to 10.9% and 13.3% of total segment sales.
First quarter gross profit increased $17.8 million compared with the first quarter of the prior year due to the increased sales volume. Gross profit margin for the same period decreased by 12.5 percentage points driven by the addition of Balboa’s sales which have a different margin profile compared to our historical business resulting in higher material and production costs and lower SEA costs. The segment experienced an increase in raw material and freight and logistics costs during the quarter due to the high demand in the market for electronic components used in our products. Additionally, during the prior-year first quarter the segment realized a $0.9 million non-recurring benefit from the release of contractual obligations to customers.
SEA expenses increased by $4.3 million in the first quarter of 2021 compared with the first quarter of 2020 and were primarily impacted by the addition of Balboa and an increase in corporate operating costs allocated to the segment offset by continued cost saving measures which focused on managing fixed personnel costs and reducing discretionary spend. SEA costs as a percentage of sales decreased to 13.7% in the first quarter of 2021 compared to 28.8% in the prior-year first quarter; favorably impacted by the margin profile of Balboa’s product sales, partially offset by continued investments in engineering and R&D necessary to support new product development that will drive future revenue growth.
As a result of the impacts to gross profit and SEA costs noted above, operating income increased $13.5 million during the first quarter.
24
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 2021, these costs totaled $11.7 million, of which $10.2 million was amortization of acquisition-related intangible assets and $1.5 million was for other acquisition and integration related costs.
Interest Expense, net
Net interest expense increased to $4.8 million for the first quarter of 2021 compared with $3.0 million for the prior-year quarter. The change is attributable to increased borrowings used to fund the acquisition of Balboa in November 2020. Average net debt increased to $431.7 million compared with $272.7 million during the first quarter of 2020.
Income Taxes
The provision for income taxes for the first quarter of 2021 was 23.2% of pretax income compared to 22.3% before the non-deductible impairment charge for the prior-year first quarter. 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 March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted into law in response to the COVID-19 pandemic. The Company has evaluated the various income and payroll tax provisions and expects little or no impact to income tax expense. However, the Company is taking advantage of the various payment deferments allowed and employee retention credits afforded by the CARES Act and other similar state and/or foreign liquidity measures. The CARES Act allows employers to defer the deposit and payment of the employer's share of Social Security taxes. We deferred the payment of $1.5 million of payroll taxes normally due between March 27, 2020 and December 31, 2020. These payroll taxes will be paid during the third quarter of 2021 and are included as accrued compensation and benefits in the accompanying consolidated balance sheets.
LIQUIDITY AND CAPITAL RESOURCES
Historically, our primary source of capital has been cash generated from operations. In recent years, we have used borrowings on our credit facilities to fund acquisitions. During the first three months of 2021, cash provided by operating activities totaled $15.1 million. At the end of the first quarter, we had $26.0 million of cash and cash equivalents on hand and $150.1 million 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 have been paying operating expenses, paying dividends to shareholders, making capital expenditures, servicing debt and making acquisition-related payments.
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. Additional operating expense reductions also could be made. Finally, the dividend to shareholders could be reduced or suspended.
Cash Flows
The following table summarizes our cash flows for the periods (in millions):
15.1
(7.5
(1.3
(6.2
(9.5
(9.0
(0.5
Effect of exchange rate changes on cash
2.6
0.3
2.3
Net increase in cash
0.7
5.1
(4.4
25
Cash on hand increased $0.7 million from $25.3 million at the end of 2020 to $26.0 million at April 3, 2021. Changes in exchange rates during the three months ended April 3, 2021 favorably impacted cash and cash equivalents by $2.6 million. 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 also paying down borrowings on our credit facilities.
Operating activities
Cash from operations totaled $15.1 million during the first quarter, which is consistent with the prior-year period. Current quarter cash earnings increased over the prior-year period; however, operating assets and liabilities grew at a similar pace in order to support the increased operations. Changes in inventory reduced cash by $10.8 million and $2.8 million in the first three months of 2021 and 2020, respectively. Days of inventory on hand decreased to 81 as of April 3, 2021, compared with 101 as of March 28, 2020, positively impacted by the higher sales levels, the addition of Balboa’s operations and improved demand planning and supply chain management during the quarter and the latter half of 2020. Changes in accounts receivable reduced cash by $28.1 million and $6.8 million in the first three months of 2021 and 2020, respectively. First quarter days sales outstanding increased slightly from the prior-year comparable period, up to 55 days from 51 days, primarily a result of the timing of Balboa’s collections compared to the legacy business.
Investing activities
Capital expenditures totaled $5.0 million for the first three months of 2021, an increase of $2.1 million over the prior-year comparable period. Capital expenditures for 2021 are forecasted to be approximately $30.0 to $35.0 million, primarily for investments in machinery and equipment for capacity expansion projects, improvements to manufacturing technology and maintaining/replacing existing machine capabilities.
Cash used for acquisition related activities in the first quarter of 2021 totaled $3.4 million. The cash outflows consisted of the acquired assets of BJN Technologies, LLC and a contractual purchase price adjustment related to the Balboa acquisition.
Financing activities
Cash used in financing activities totaled $9.5 million during the first three months of 2021, compared with cash used of $9.0 million in the prior-year period. The additional cash used this quarter was due to higher debt repayments, net of additional borrowings which totaled $5.9 million for the quarter.
During the first quarter of 2021, we declared a quarterly cash dividend of $0.09 per share payable on April 20, 2021, to shareholders of record as of April 5, 2021. 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
The impact of inflation on our operating results has been moderate in recent years, reflecting generally lower rates of inflation in the economies in which we operate. While inflation has not had, and we do not expect that it will have, a material impact upon operating results, there is no assurance that our business will not be affected by inflation in the future.
Critical Accounting Policies and Estimates
We currently apply judgment and estimates which 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 months of 2021, are disclosed in Note 2 to the Consolidated, Unaudited Financial Statements.
26
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See “Item 7A – Quantitative and Qualitative Disclosures about Market Risk” in our Form 10-K. There were no material changes during the three months ended April 3, 2021.
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.
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.
In January 2021, we issued 62,599 shares of Helios common stock in a private placement under Section 4(2) of the Securities Act of 1933. The shares of Helios common stock were issued to the sellers as partial funding of our acquisition of the assets of BJN Technologies, LLC, an innovative engineering solutions provider.
Item 3. DEFAULTS UPON SENIOR SECURITIES.
Item 4. MINE SAFETY DISCLOSURES.
Not applicable.
Item 5. OTHER INFORMATION.
Item 6. EXHIBITS.
Exhibits:
Exhibit
Number
Exhibit Description
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 3, 2021, has been formatted in Inline XBRL.
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 11, 2021
By:
/s/ Tricia L. Fulton
Tricia L. Fulton
Chief Financial Officer
(Principal Financial and Accounting Officer)