United States securities and exchange commission logo





                             November 15, 2023

       Sean Bagan
       Chief Financial Officer
       Helios Technologies, Inc.
       7456 16th St E
       Sarasota, Florida 34243

                                                        Re: Helios
Technologies, Inc.
                                                            Form 10-K for the
year ended December 31, 2022
                                                            Form 8-K filed
November 2, 2023
                                                            File No. 1-40935

       Dear Sean Bagan:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this letter, we may have additional comments.

       Form 8-K filed November 2, 2023

       NonGAAP Adjusted Operating Income RECONCILIATION, page 14

   1.                                                   Please revise future
filings to provide a reconciliation of "Non-GAAP cash net income per
                                                        diluted share,"
"Non-GAAP adjusted operating margin," and "Adjusted EBITDA margin"
                                                        to the most directly
comparable GAAP measure. Refer to Item 10(e)(1)(i)(B) of
                                                        Regulation S-K and
Questions 102.05 and 102.10(a) of the Compliance and Disclosure
                                                        Interpretations on
Non-GAAP Financial Measures.
       Non-GAAP Cash Net Income RECONCILIATION, page 15

   2.                                                   We note your
presentation of "Non-GAAP cash net income" and "Non-GAAP cash net
                                                        income per diluted
share." Considering the reconciling items appear to include both cash
                                                        and non-cash
adjustments, please remove the "cash" description from the titles or tell us
                                                        why you believe the
titles are appropriate.
       Form 10-K for the year ended December 31, 2022
 Sean Bagan
FirstName LastNameSean
Helios Technologies, Inc. Bagan
Comapany 15,
November  NameHelios
              2023      Technologies, Inc.
November
Page 2    15, 2023 Page 2
FirstName LastName

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies and Estimates, page 43

3.       In future filings, please enhance your disclosures to provide
qualitative and quantitative
         information necessary to understand the estimation uncertainty and the
impact your
         critical accounting estimates have had or are reasonably likely to
have on your financial
         condition and results of operations. In addition, discuss how much
each estimate and/or
         assumption has changed over a relevant period and the sensitivity of
reported amounts to
         the underlying methods, assumptions and estimates used. The
disclosures
         should supplement, not duplicate, the description of accounting
policies or other
         disclosures in the notes to the financial statements. As an example,
we note that the
         amounts and useful lives applied in your purchase price allocations to
trade names and
         brands and customer relationships may have a significant impact on
your financial
         statements. Refer to Item 303(b)(3) of Regulation S-K and SEC Release
No. 33-8350.
Inflation, page 44

4.       We note your disclosure that you "are experiencing supply shortages
and increasing
         material and logistics costs. Continued increases in the global demand
for the materials
         used in our products could result in significant increases in the
costs of the components we
         purchase, and we may not be able to fully offset such higher costs
through price
         increases." Please address the following comment related to the supply
chain and
         inflationary pressures you are experiencing:

                Revise your disclosures in future filings to expand upon the
principal factors
              contributing to your inflationary pressures, the specific actions
planned or taken, if
              any, to mitigate the inflationary pressures, and to quantify the
resulting impact on
              your results of operations and financial condition.

                Revise your disclosures in future filings to more fully address
whether and how
              supply disruptions materially affect your outlook or business
goals. Specify whether
              these challenges have materially impacted your results of
operations or capital
              resources and quantify, to the extent possible, how your sales,
profits, and/or liquidity
              have been impacted. Discuss known trends or uncertainties
resulting from mitigation
              efforts undertaken, if any, to alleviate supply chain
disruptions. Explain whether any
              mitigation efforts introduce new material risks, including those
related to product
              quality, reliability, or regulatory approval of products.

       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

         Please contact Charles Eastman at 202-551-3794 or Andrew Blume at
202-551-3254 with
 Sean Bagan
Helios Technologies, Inc.
November 15, 2023
Page 3

any questions.



FirstName LastNameSean Bagan             Sincerely,
Comapany NameHelios Technologies, Inc.
                                         Division of Corporation Finance
November 15, 2023 Page 3                 Office of Manufacturing
FirstName LastName