XML 24 R10.htm IDEA: XBRL DOCUMENT
v3.22.4

Business Acquisition | 12 Months Ended
--- | ---
Dec. 31, 2022
Business Combinations [Abstract] |
BUSINESS ACQUISITION | 3. BUSINESS ACQUISITIONS 2022 Acquisition of Daman On September 16, 2022, the Company completed the acquisition of Daman Products Company, Inc. (“Daman”), an Indiana corporation. The acquisition was completed pursuant to a Membership Interest Purchase Agreement among the Company and the owners of Daman. Daman is a leading designer and manufacturer of standard and custom precision hydraulic manifolds and other fluid conveyance products for its customer base, predominantly in North America. The acquisition of Daman expands the Company's technologies and markets and provides an opportunity to produce integrated package offerings with multiple Helios brands. The results of Daman’s operations are reported in the Company’s Hydraulics segment and have been included in the Consolidated Financial Statements since the date of acquisition. Cash consideration paid, net of cash acquired, totaled $64.4. The consideration was funded with borrowings on the Company’s credit facility. The Company recorded $24.7 of goodwill and $29.7 of other identifiable intangible assets in connection with the acquisition. The purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The fair value of identified intangibles assets acquired was based on estimates and assumptions made by management at the time of acquisition. The purchase price allocation is preliminary, pending finalization of the real estate purchase and tax related adjustments, and may be revised during the remainder of the measurement period (which will not exceed 12 months from the acquisition date). Any such revisions or changes to the fair values of the assets acquired and liabilities assumed could be material. Certain disclosures have not been presented as the effect of the acquisition was not material to the Company's financial results. 2021 Acquisition of NEM On July 9, 2021, the Company completed the acquisition of HE-DI S.r.l., an Italian limited liability company and the owner of 100% of the share capital of NEM S.r.l., an Italian limited liability company. The acquisition was completed pursuant to a Sale and Purchase Agreement (“SPA”) among the Company and the shareholders of NEM. NEM is an innovative hydraulic solutions company providing customized material handling, construction, industrial vehicle and agricultural applications to its global customer base, predominantly in Europe and Asia. The acquisition of NEM expands the Company's global reach, particularly in electro-hydraulics, by growing OEM business throughout the world and provides additional CVT manufacturing capability in Europe. The results of NEM’s operations are reported in the Company’s Hydraulics segment and have been included in the Consolidated Financial Statements since the date of acquisition. Consideration paid, net of cash acquired, totaled $56.5 and included 134,621 shares of the Company’s common stock and cash of $46.0. In accordance with the terms of the SPA, the sellers are eligible for an additional cash earnout potential of €5.4, or $6.4, based on defined revenue and EBITDA targets. The acquisition date fair value of the earnout was estimated at $3.3. The cash consideration was funded with borrowings on the Company’s credit facility. The Company recorded $31.6 in goodwill and $28.2 in other identifiable intangible assets in connection with the acquisition. The purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The fair value of identified intangibles assets acquired was based on estimates and assumptions made by management at the time of acquisition. Certain disclosures have not been presented as the effect of the acquisition was not material to the Company's financial results. 2020 Acquisition of Balboa Water Group On November 6, 2020, the Company completed the acquisition of Balboa Water Group, LLC, 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 bath and spas. Pursuant to the Agreement and Plan of Merger (the “Purchase Agreement”), the Company acquired all of the outstanding equity interests of BWG Holdings I Corp., the owner of 100% of the share capital of Balboa. The acquisition was financed with cash on hand and borrowings on the Company’s credit facility. The acquisition enables Helios to enter new and adjacent, high growth markets with a robust complementary product portfolio and diversifies Helios’s end markets, customers and product offerings while enhancing scale, addressable market and innovation in electronic control systems. The results of Balboa’s operations are reported in the Company’s Electronics segment and have been included in the Consolidated Financial Statements since the acquisition date. The Purchase Agreement allows for future payments to the sellers for certain tax benefits realized, related to the pre-acquisition period, through tax periods ending on or before December 31, 2023. The estimated fair value of the contingent liability was determined to be $2.5, as of the acquisition date. The fair value of total purchase consideration consisted of the following:
Cash |  | $ | 224.2 |
Receivable from sellers |  |  | (0.6 | )
Acquisition date fair value of contingent consideration |  |  | 2.5 |
Total purchase consideration |  |  | 226.1 |
Less: cash acquired |  |  | (6.0 | )
Total purchase consideration, net of cash acquired |  | $ | 220.1 |
The purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The fair value of identifiable intangible assets acquired was based on estimates and assumptions made by management at the time of the acquisition. The allocation of the total purchase price, net of cash acquired, is as follows:
Accounts receivable |  | $ | 28.3 |
Inventories |  |  | 24.8 |
Property, plant and equipment |  |  | 12.5 |
Goodwill |  |  | 76.5 |
Intangible assets |  |  | 128.0 |
Other assets |  |  | 12.2 |
Total assets acquired |  |  | 282.3 |
Accounts payable |  |  | 17.8 |
Other accrued expenses and current liabilities |  |  | 10.2 |
Deferred income taxes |  |  | 23.6 |
Other noncurrent liabilities |  |  | 10.6 |
Total liabilities assumed |  |  | 62.2 |
Fair value of net assets acquired |  | $ | 220.1 |
Goodwill is primarily attributable to Balboa’s assembled workforce and anticipated synergies and economies of scale expected from the operations of the combined company. The synergies included certain cost savings, operating efficiencies, access to key end markets and strategic benefits to be achieved as a result of the acquisition. Goodwill of $6.3 is expected to be deductible for tax purposes. Transaction costs of $6.6 incurred in connection with the acquisition are included in Selling, engineering and administrative expenses in the Consolidated Statement of Operations for the year ended January 2, 2021. Net sales and loss before income taxes of Balboa included in the Consolidated Statement of Operations for the period from acquisition date through January 2, 2021 totaled $26.1 and $1.5, respectively. Included in Balboa’s loss for the period are $1.9 of charges related to the purchase accounting effects of inventory step up to fair value and $4.0 of amortization of acquisition related intangible assets. The fair value of identified intangible assets and their respective useful lives are as follows:
|  | Fair Value |  |  | Weighted- Average Amortization Periods (Yrs) |
Trade name |  | $ | 22.0 |  |  |  | 18 |
Technology |  |  | 13.0 |  |  |  | 8 |
Customer relationships |  |  | 85.0 |  |  |  | 25 |
Sales order backlog |  |  | 8.0 |  |  |  | 0.5 |
Identified intangible assets |  | $ | 128.0 |  |  |  | 21 |
Other Acquisitions During the fiscal years ended December 31, 2022 and January 1, 2022, the Company completed three additional business acquisitions. The results of operations of the acquired businesses are included in the Company's Consolidated Financial Statements since the date of each acquisition. Certain disclosures have not been presented as the effects of the acquisitions, individually and in the aggregate, were not material to the Company's financial results. In January 2021, the Company acquired all of the assets of BJN Technologies, LLC, an innovative engineering solutions provider, and formed the Helios Center of Engineering Excellence, LLC to centralize innovation and technology advancements to better leverage Helios’ product portfolio and global talent. In October 2021, the Company completed the acquisition of assets related to the electronic control systems business of Shenzhen Joyonway Electronics & Technology Co., Ltd and its related entities. Joyonway is a developer of control panels, software, systems and accessories for the health and wellness industry. The results of Joyonway’s operations are reported in the Company’s Electronics segment. In July 2022, we completed the acquisition of the assets of Taimi R&D, Inc., a Canadian manufacturer of innovative hydraulic components that offer ball-less design swivel products, which improve hydraulic reliability of equipment, increase the service life of components and help protect the environment by reduced leakage. T he results of Taimi’s operations are reported in the Company’s Hydraulics segment.

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration