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 theSecurities 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, hydraulic quick release couplings as well as engineers complete hydraulic systems. 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. InNovember 2016 , we announced a vision to achieve$1.0 billion in sales in 2025, through a combination of organic growth and acquisitions, and to deliver operating margins in excess of 20%. In 2021, we augmented our strategy and accelerated our growth plans to achieve the milestone of over$1.0 billion in sales with top tier adjusted EBITDA margin of approximately 25% in 2023. Underpinning our expectation of compounded annual growth of approximately two times our market's growth rates, we have an active pipeline and a history of acquiring companies with niche technologies, as well as strong profitability.
Recent Acquisitions
Our acquisition activity, driven by our strategic vision, has enabled us to diversify our product offerings and the markets we serve and expand our geographic presence. Prior to 2016, we operated primarily in the Hydraulics market with a small presence in electronics.
InJanuary 2021 , we acquired all of the assets ofBJN Technologies, LLC , an innovative engineering solutions provider that was founded in 2014. With the acquisition, we formed theHelios Center of Engineering Excellence to centralize our innovation and technology advancements to better leverage existing talents across the electronics segment initially, and then throughout all of Helios. InJuly 2021 , we completed another flywheel acquisition with NEM S.r.l. ("NEM"), an innovative hydraulic solutions company providing customized material handling, construction, industrial vehicle and agricultural applications to its global customer base, predominantly inEurope andAsia . NEM enhances the Helios electro-hydraulic product offering, provides geographic expansion and adds scale to address new markets. InOctober 2021 , we completed the acquisition of assets related to the electronic control systems and parts business ofShenzhen Joyonway Electronics & Technology Co., Ltd and its related entities (collectively, "Joyonway"). Joyonway is a fast-growing developer of control panels, software, systems and accessories for the health and wellness industry. Joyonway operates from two locations inChina ,Shenzhen andDongguan , both of which are in the hub of electronics and software development inChina . This provides us a foothold for electronics manufacturing inAsia . 20 --------------------------------------------------------------------------------
Global Economic Conditions COVID-19 Update We continue to experience impacts to our operations from the effects of the COVID-19 pandemic. Most recently, at the beginning of the second quarter our locations inChina began to shut down periodically due to regulatory lockdown measures associated with a COVID-19 outbreak. We continue to face constraints on our ability to source certain electronic and other components, which originated from the high demand for these products caused by the pandemic. While we have been able to mitigate the majority of the impact with our procurement efforts and production schedule adjustments, we are experiencing delays in shipments as well as material and logistics cost increases. We are also facing some disruption to our workforce from the pandemic. While the impact has not been significant, the absenteeism has caused labor inefficiencies in production. The Omicron variant impacted fourth quarter labor efficiency, and we continued to experience the effects throughJanuary 2022 . Additionally, in certain locations we are facing pressure from competitive labor markets; however, to date we have been successful at minimizing the impact on our operations. We are closely monitoring the various laws, regulations and executive orders that could impact future periods relating to government-imposed requirements regarding mandatory testing for COVID-19 in the workplace and/or vaccination requirements for employees. The Company has taken and is in the process of taking necessary steps to comply with applicable requirements. At this time, we do not believe there will be a material impact on our operations due to these requirements. Our outlook for the remainder of the 2022 fiscal year assumes the global economy continues to recover; however, we cannot at this time predict any future impacts. The Company continues to monitor developments, new strains and variants of COVID-19 and government requirements and recommendations at the national, state and local levels, as well as vaccine mandates, to evaluate whether to reinstate and/or extend certain initiatives it implemented to help contain the spread of COVID-19. Refer to Item 1A "Risk Factors" of our Form 10-K for additional COVID-19 related discussion.
Russian Invasion of
In February of 2022,Russia invadedUkraine . As a result, several governments have enacted sanctions againstRussia and Russian interests. The conflict has led to economic uncertainty and market disruptions, including significant volatility in commodity and energy prices and credit and capital markets. We do not have operations in the region, and less than 1% of our sales are toRussia andUkraine customers. InEurope we are experiencing increased energy and raw material costs, logistics issues and reduced orders from customers who do business in the region. The broader consequences of the conflict could impact our business through increased inflation, further increases or fluctuations in commodity and energy prices, further disruptions to the global supply chain, reduced availability of certain natural resources and other adverse effects on macroeconomic 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. 21 --------------------------------------------------------------------------------
Hydraulics
According to theNational Fluid Power Association (the fluid power industry's trade association in theU.S. ), theU.S. index of shipments of hydraulic products increased 15.7% during the first quarter of 2022, after increasing 20.9% during 2021. InEurope , the CEMA Business Barometer reports that the general business climate index for the European agricultural machinery industry continues to fall but is holding at a positive level. The favorable index peaked inJune 2021 and has since continued to decline. The report further noted that price increases and shortages on the supplier side continue to challenge the industry heavily and many companies are planning a temporary production stop due to a shortage of parts in the upcoming weeks.The Committee for European Construction Equipment ("CECE") business climate index reports that the index saw a large drop in March in 2022. Further noted was that incoming orders and sales inEurope remain on a consistent growth path but that supply-chain disruptions remain the greatest challenge for businesses.
Electronics
TheFederal Reserve's Industrial Production Index, which measures the real output of all relevant establishments located in theU.S. , reports first quarter 2022 sales of semiconductors and other electronics components was flat over the fourth quarter of 2021 after increasing consistently since the end of the first quarter of 2021.The Institute of Printed Circuits Association ("IPC") reported that total North American printed circuit board ("PCB") shipments decreased 11.7% inMarch 2022 compared with the same month last year; compared withFebruary 2022 , March shipments grew 5.6%. The IPC also reported that North American electronics manufacturing services ("EMS") shipments were up 2.3% inMarch 2022 compared with the same month last year; compared withFebruary 2022 , March shipments grew 14.3%. Demand continues to exceed supply for both PCB andEMS products as the book-to-bill ratios were 1.05 and 1.44 in March, respectively, as reported by the ICP. Further noted was the slowdown in incoming orders in recent months, which indicates early signs of slowing demand.
2022 First Quarter Results and Comparison of the Three Months Ended
2022 andApril 3, 2021
(in millions except per share data)
Three Months Ended April 2, 2022 April 3, 2021 $ Change % Change Net sales $ 240.5 $ 204.8$ 35.7 17.4 % Gross profit $ 83.6 $ 75.4$ 8.2 10.9 % Gross profit % 34.8 % 36.8 % Operating income $ 42.9 $ 34.6$ 8.3 24.0 % Operating income % 17.8 % 16.9 % Net income $ 30.5 $ 22.6$ 7.9 35.0 %
Diluted net income per share $ 0.94 $ 0.70
$ 0.24 34.3 % First quarter consolidated net sales totaled$240.5 million , an increase of$35.7 million over the prior-year first quarter. Acquisition growth accounted for$7.2 million of the increase and we experienced significant organic growth of$28.5 million , 13.9%. Changes in foreign currency exchange rates compared to the first quarter of 2021, had an unfavorable impact on sales for the quarter totaling$4.7 million , 2.0%, and earnings per share by$0.02 . Price increases added$9.6 million to first quarter organic sales compared with the prior-year period. Organic sales improved in all regions compared to the first quarter of 2021, with theAmericas andEurope , theMiddle East , andAfrica ("EMEA") regions growing 21.5% and 18.7%, respectively, andAsia Pacific ("APAC") expanding by 4.0%, excluding the impact of changes in foreign currency exchange rates. Sales in most of our end markets improved over the first quarter of 2021, with our mobile equipment and health and wellness end markets leading the growth. 22 -------------------------------------------------------------------------------- Gross profit grew by$8.2 million in the first quarter of 2022 compared with the first quarter of 2021 primarily due to increased sales volume. Gross margin declined by 2.0 percentage points compared with the prior-year first quarter driven by increases in logistics and raw material costs which were not fully absorbed by the price increases. Material costs as a percentage of sales, excluding pricing changes and acquisition-related sales, increased in the first quarter by 4.1 percentage points compared to the prior-year first quarter. We have passed on certain material and freight cost increases to customers by implementing price increases. Operating income as a percentage of sales increased 0.9 percentage points to 17.8% in the first quarter of 2022 compared to 16.9% in the prior-year period. Acquisition related amortization declined$3.2 million as the sales order backlog intangible acquired with the Balboa acquisition was fully amortized in the second quarter of 2021. Improved leverage of our selling, engineering and administrative ("SEA") level fixed cost base on the higher sales volume was reduced by the gross margin level changes and increases in payroll and benefit costs to support our operating growth. SEGMENT RESULTS
Hydraulics
The following table sets forth the results of operations for the Hydraulics segment (in millions):
Three Months Ended April 2, 2022 April 3, 2021 $ Change % Change Net sales $ 137.1 $ 119.1$ 18.0 15.1 % Gross profit $ 50.8 $ 45.4$ 5.4 11.9 % Gross profit % 37.1 % 38.1 % Operating income $ 31.6 $ 28.1$ 3.5 12.5 % Operating income % 23.1 % 23.6 % First quarter net sales for the Hydraulics segment totaled$137.1 million , an increase of$18.0 million , 15.1%, compared with the prior-year first quarter. Acquisition-related sales accounted for$6.4 million of the increase and sales from our organic businesses improved$11.6 million , 9.7%. Changes in foreign currency exchange rates compared to the first quarter of 2021, had an unfavorable impact on sales totaling$4.5 million . Price increases added$3.9 million to first quarter sales compared with the prior-year first quarter. Sales growth benefited from continued end market recovery from the pandemic as we experienced improved demand in theAmericas and EMEA regions, as well as many of our end markets driven by the mobile and industrial equipment markets. The segment's supply chain continues to experience constraints on its ability to source certain components. While the effect on sales has been mitigated by our increased procurement efforts and production schedule adjustments, we estimate that approximately$6.6 million of sales were delayed into future quarters due to the supply shortages.
The following table presents net sales based on the geographic region of the sale for the Hydraulics segment (in millions):
Three Months Ended April 2, 2022 April 3, 2021 $ Change % Change Americas $ 43.1 $ 34.3$ 8.8 25.7 % EMEA 52.9 43.3 9.6 22.2 % APAC 41.1 41.5 (0.4 ) (1.0 )% Total $ 137.1 $ 119.1 Demand in theAmericas region improved during the first quarter of 2022 compared to the prior-year first quarter as sales increased$8.8 million , 25.7%. Improved demand and our recent acquisition in the region generated an increase in sales to the EMEA region of$9.6 million , 22.2%, compared with the 2021 first quarter, or 29.6% excluding negative impacts from foreign currency exchange rate fluctuations totaling$3.2 million . Sales to the APAC region declined$0.4 million , 1.0%, compared with the first quarter of 2021, but improved 2.2% excluding negative impacts from foreign currency exchange rate fluctuations totaling$1.3 million . 23 -------------------------------------------------------------------------------- In the first quarter of 2022, gross profit increased$5.4 million , 11.9%, compared with the same quarter of the prior year primarily due to higher sales volume. Changes in foreign currency exchange rates compared to the first quarter of 2021 reduced gross profit by$1.5 million . Gross profit margin declined over the same period by 1.0 percentage point to 37.1% as price increases and fixed cost leverage on the higher sales were more than offset by increases in material, logistics and labor costs and the unfavorable impacts from foreign currency exchange rates. Material costs as a percentage of sales, excluding pricing changes and acquisition-related sales, increased in the first quarter by 1.8 percentage points compared to the prior year first quarter. SEA expenses increased$1.9 million , 11.0%, in the first quarter of 2022 compared with the same period of the prior year. SEA costs from our recent acquisitions and increases in payroll and benefit costs were the primary drivers. Additionally, the segment incurred$0.3 million in costs related to various restructuring activities during the first quarter. Increased leverage of our fixed cost base on higher sales led to SEA as a percent of sales decreasing 0.5 percentage points during the quarter to 14.0% compared to the 2021 first quarter. As a result of the impacts to gross profit and SEA noted above, first quarter operating income increased$3.5 million , 12.5%, compared with the first quarter of the prior year, while operating margin declined 0.5 percentage points to 23.1%.
Electronics
The following table sets forth the results of operations for the Electronics segment (in millions):
Three Months Ended April 2, 2022 April 3, 2021 $ Change % Change Net sales $ 103.4 $ 85.7$ 17.7 20.7 % Gross profit $ 32.8 $ 30.0$ 2.8 9.3 % Gross profit % 31.7 % 35.0 % Operating income $ 20.5 $ 18.3$ 2.2 12.0 % Operating income % 19.8 % 21.4 % First quarter net sales for the Electronics segment totaled$103.4 million , an increase of$17.7 million compared with the prior-year first quarter. Price increases added$5.7 million of sales to the 2022 first quarter compared to the 2021 first quarter. Changes in foreign currency exchange rates minimally impacted sales for the quarter. First quarter growth was primarily driven by improved demand in our health and wellness and recreational end markets, as well as successful capacity improvement initiatives. The segment's supply chain continues to experience constraints on its ability to source certain electronic and other components. While the effect on sales has been mitigated by our increased procurement efforts and production schedule adjustments, we estimate that approximately$11.0 million of sales were delayed into future quarters due to the shortages.
The following table presents net sales based on the geographic region of the sale for the Electronics segment (in millions):
Three Months Ended April 2, 2022 April 3, 2021 $ Change % Change Americas $ 77.7 $ 65.0$ 12.7 19.5 % EMEA 11.8 9.3 2.5 26.9 % APAC 13.9 11.4 2.5 21.9 % Total $ 103.4 $ 85.7
During the first quarter of 2022, we experienced strong growth in all regions.
Shipments to the
24 -------------------------------------------------------------------------------- First quarter gross profit increased$2.8 million compared with the first quarter of the prior year, primarily due to the increased sales volume. Gross profit margin for the same period decreased by 3.3 percentage points. The segment continues to experience increases in raw material and freight and logistics costs, due to high demand and shortages of materials in the market for electronic and other components used in our products. We have been implementing price increases, which have offset some of the impact. Material costs as a percentage of sales, excluding pricing changes, increased in the first quarter by 6.8 percentage points compared to the prior-year quarter. Additionally, increases in overhead costs related to wages, depreciation, maintenance and supplies also unfavorably impacted the results for the quarter compared to the prior-year first quarter. SEA expenses increased by$0.6 million in the first quarter of 2022, compared with the first quarter of 2021. SEA costs as a percentage of sales decreased 1.8 percentage points to 11.9% in the first quarter of 2022 compared to 13.7% in the prior-year first quarter from increased leverage of our fixed costs on the higher sales, partially offset by an increase in personnel costs to support our increase in operations.
As a result of the impacts to gross profit and SEA costs noted above, operating
income increased
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 2022, these costs totaled$9.3 million for (i) transition costs for one of our executive officers of$0.3 million , (ii) amortization of acquisition-related intangible assets of$7.0 million and (iii)$2.0 million related to other acquisition and integration activities.
Interest Expense, net
Net interest expense decreased$1.0 million to$3.8 million in the first quarter of 2022 compared with$4.8 million in the prior-year first quarter. The decrease is primarily a result of lower debt balances during the first quarter of 2022. Average net debt decreased to$410.8 million during the first quarter of 2022 compared with$431.7 million during the first quarter of 2021.
Income Taxes
The provision for income taxes for the first quarter of 2022 was 22.4% of pretax income compared to 23.2% 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. OnMarch 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 allowed employers to defer the deposit and payment of the employer's share ofSocial Security taxes. We deferred 50% of the$1.7 million in payroll taxes normally due betweenMarch 27, 2020 andDecember 31, 2020 . We paid 50% of this amount during the fourth quarter of 2021. The remaining balance will be paid during the fourth quarter of 2022 and is included in the Accrued compensation and benefits line item in the accompanying Consolidated Balance Sheets. 25 -------------------------------------------------------------------------------- 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 2022, cash provided by operating activities totaled$14.7 million . At the end of the first quarter, we had$33.0 million of available cash and cash equivalents on hand and$159.4 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, making capital expenditures, servicing debt, making acquisition-related payments and paying dividends to shareholders. 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 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):
Three Months Ended April 2, 2022 April 3, 2021 $ Change Net cash provided by operating activities $ 14.7 $ 15.1$ (0.4 ) Net cash used in investing activities (2.7 ) (7.5 ) 4.8 Net cash used in financing activities (8.8 ) (9.5 ) 0.7 Effect of exchange rate changes on cash 1.3 2.6 (1.3 ) Net increase in cash $ 4.5 $ 0.7$ 3.8 Cash on hand increased$4.5 million from$28.6 million at the end of 2021 to$33.1 million as ofApril 2, 2022 . Changes in exchange rates during the three months endedApril 2, 2022 favorably impacted cash and cash equivalents by$1.3 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 paying down borrowings on our credit facilities.
Operating activities
Cash from operations totaled$14.7 million during the first quarter of 2022, a decrease of$0.4 million compared to the prior-year period. Current quarter 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) increased by$6.9 million over the prior-year first quarter. Changes in net operating assets and liabilities reduced cash by$7.3 million , compared to the prior-year first quarter, as higher working capital levels were required to support our significant increase in operations. Strategic investments in inventory reduced cash by$15.5 million and$10.8 million in the first quarter of 2022 and 2021, respectively. The increase in inventory levels is primarily from supply chain challenges such as (i) making earlier purchases of material to avoid shortages, (ii) inventory on hand that is waiting on delayed components to complete and (iii) delayed orders by customers after we have already started the production process. Days of inventory on hand increased to 100 days as ofApril 2, 2022 , compared with 81 days as ofApril 3, 2021 . Changes in accounts receivable reduced cash by$17.4 million and$28.1 million in the first quarter of 2022 and 2021, respectively. Days sales outstanding increased slightly to 57 days as ofApril 2, 2022 from 55 days as ofApril 3, 2021 , as our collection patterns remain fairly consistent with the prior period. 26 --------------------------------------------------------------------------------
Investing activities
Capital expenditures totaled
Cash provided from acquisition related activities in the first quarter of 2022 totaled$1.3 million , compared to cash used in the 2021 first quarter of$3.4 million . Financing activities Cash used for financing activities totaled$8.8 million during the first quarter of 2022, compared with cash used of$9.5 million in the prior-year first quarter. Repayments, net of borrowings, on our credit facilities totaled$4.3 million for the first quarter of 2022 compared to net repayments of$5.9 million during the same period of 2021. During the first quarter of 2022, we declared a quarterly cash dividend of$0.09 per share payable onApril 20, 2022 , to shareholders of record as ofApril 5, 2022 . 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 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. 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 months of 2022, are disclosed in Note 2 to the Consolidated, Unaudited Financial Statements. 27
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