-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LBfjhs2dPEdPzJ7qU1uw/+x+S3W/uwrxxuf7OKEKIrEss+Jw1w9mWEDD0r0u5PNz VHtt+3h1KUQvXLAqrGcimA== 0000950144-98-002638.txt : 19980313 0000950144-98-002638.hdr.sgml : 19980313 ACCESSION NUMBER: 0000950144-98-002638 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980305 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980312 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUN HYDRAULICS CORP CENTRAL INDEX KEY: 0001024795 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 592754337 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21835 FILM NUMBER: 98564606 BUSINESS ADDRESS: STREET 1: 1500 WEST UNIVERSITY PKWY CITY: SARASOTA STATE: FL ZIP: 34243 BUSINESS PHONE: 9413621200 MAIL ADDRESS: STREET 1: 1500 WEST UNIVERSITY PKWY CITY: SARASOTA STATE: FL ZIP: 34243 8-K 1 SUN HYDRAULICS CORPORATION FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 5, 1998 SUN HYDRAULICS CORPORATION ---------------------------------------------- (Exact name of registrant as specified in its charter) Florida 0-21835 59-2754337 - ---------------------------- -------------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1500 West University Parkway Sarasota, Florida 34232 ------------------------------------- --------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 941-362-1200 2 ITEM 5. OTHER EVENTS. PRESS RELEASE On March 5, 1998, the Registrant issued the press release attached hereto as Exhibit 99.1 announcing year end and fourth quarter 1997 results, as well as a $0.04 per share dividend on its common stock payable on April 15, 1998, to shareholders of record on March 31, 1998. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Businesses Acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. Exhibit Number Exhibit Description ------- ------------------- 99.1 Press Release of the Registrant dated March 5, 1998 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. SUN HYDRAULICS CORPORATION By: /s/ Richard J. Dobbyn --------------------------------- Richard J. Dobbyn Chief Financial Officer (Principal Financial and Accounting Officer) Dated: March 5, 1998 -2- 3 EXHIBIT INDEX Exhibit Number Exhibit Description ------- ------------------- 99.1 Press Release of the Registrant dated March 5, 1998. -3- EX-99.1 2 PRESS RELEASE DATED 3-5-98 1 Exhibit 99.1 FOR RELEASE: Immediately Contact: Richard K. Arter Investor Relations 941-362-1200 Richard J. Dobbyn Chief Financial Officer 941-362-1200 SUN HYDRAULICS CORPORATION REPORTS INCREASED SALES AND EARNINGS FOR 1997 COMPANY INCREASES DIVIDEND TO $0.04 PER SHARE SARASOTA, FLA, March 5, 1998 - Sun Hydraulics Corporation (NASDAQ: SNHY) today announced that net sales for the year ended December 31, 1997, were $64.2 million, a 17.6% increase compared to $54.6 million of net sales in 1996. Net income for the year was $4.7 million, or 7.3% of net sales. Pro forma net income for the year ended December 31, 1996, was $3.8 million, or 7.0% of sales, excluding a non-recurring compensation charge of $1.4 million. Basic and diluted earnings per share for 1997 were $0.75 and $0.73, respectively. Fourth quarter net sales for the period ended December 31, 1997, were $17.0 million, representing a 27.6% increase compared to net sales of $13.3 million for the same period in 1996. Net income was $1.3 million, or 7.4% of net sales for the fourth quarter of 1997, compared to $0.6 million pro forma net income, or 4.6% of net sales for the fourth quarter of 1996. The Company's Board of Directors declared a first quarter dividend of $0.04 per share of its common stock, an increase from $0.035 per share in prior quarters. The dividend is payable on April 15, 1998, to shareholders of record as of March 31, 1998. "We are pleased that our production rates continued to increase in the fourth quarter, reflecting the successful completion of our 1997 capacity expansion programs," said Sun Hydraulics President Clyde Nixon. "Both the mobile and industrial markets showed strength throughout the year and our orders were up in all major market areas." "Our sales volume was up significantly for the year, despite our low shipment rates in the first six months," Nixon said. "Shipments for the last six months of 1997 were up 27.4% compared to the last half of 1996, and we expect to accelerate production rates in 1998. Although we successfully increased our shipments, expediting costs associated with meeting increased market demand, and start-up costs related to our capacity expansion programs impacted gross profit for the year." Sun Hydraulics is a leading designer and manufacturer of high performance screw-in hydraulic cartridge valves and manifolds for global industrial and mobile markets. Certain statements in this release that are not historical facts are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934. Because such statements regarding the intent, belief or current expectations of the Company, its Directors or its Officers involve risks and uncertainties, actual results may differ materially from those expressed in or implied by such forward-looking statements. Risks and uncertainties include, but are not limited to, changing economic conditions, changes in capital markets, changes in or the failure to comply with governmental regulations, and the impact of competitive products and -4- 2 pricing. Further information relating to factors that could cause actual results to differ from those anticipated is included in the Company's filings with the Securities and Exchange Commission, including but not limited to information under the headings "Risk Factors" in the Form S-1 Registration Statement and Prospectus for the Company's initial public offering, effective January 9, 1997 (SEC File No. 333-14183), and "Business" in the Company's Form 10-K for the year ended December 31, 1996, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Form 10-Q for the quarter ended September 30, 1997. SUN HYDRAULICS CORPORATION - DECEMBER 31, 1997 CONSOLIDATED STATEMENTS OF INCOME (in thousands except per share data)
Year Ended December 31, 1997 1996 ---- ---- Net sales $ 64,198 $ 54,572 Cost of sales 44,621 37,185 Gross profit 19,577 17,387 Selling, engineering and administrative expenses 11,275 12,097 (1) Operating income 8,302 5,290 Interest expense 905 823 Miscellaneous expense 133 267 Income before income taxes 7,264 4,200 Income tax provision 2,554 704 Deferred income tax provision - 2,425 Net Income $ 4,710 $ 1,071 Basic net income per common share .75 .17 * Weighted average shares outstanding 6,308 6,300 * Diluted net income per common share .73 .16 * Diluted weighted average shares outstanding 6,499 6,519 * Pro forma net income - $ 2,617 (2) Pro forma basic net income per common share - .42 * Pro forma diluted net income per common share - .40 *
* Shares are based on the weighted number of shares outstanding after the Company's initial public offering in January 1997. (1) Selling, engineering and administrative expenses for the year ended December 31, 1996, reflect a $1.4 million non-recurring, non-cash compensation expense related to the termination of phantom stock compensation agreements with certain employees and the issuance of options to certain Directors. (2) Pro forma net income for the year ended December 31, 1996, reflects a provision for income tax as if the Company had always been a "C" corporation. Pro forma net income, excluding the $1.4 million compensation expense included in selling, engineering and administrative expenses, and the -5- 3 deferred tax provision of $2.4 million, would have been $3.8 million. Excluding these one-time charges, basic and diluted earnings per share would have been $0.60 and $0.58, respectively. CONSOLIDATED BALANCE SHEETS (in thousands)
December 31, December 31, 1997 1996 Assets Current assets: Cash and cash equivalents $ 1,249 $ 1,038 Accounts receivable, net of allowance for doubtful accounts of $47 and $62 4,558 3,535 Inventories 6,775 4,451 Other current assets 932 1,132 Total current assets 13,514 10,156 Property, plant and equipment, net 39,789 37,212 Other assets 86 1,048 Total assets $ 53,389 $ 48,416 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 2,847 $ 3,273 Accrued expenses and other liabilities 2,174 1,961 Long-term debt due within one year 1,035 2,340 Notes payable to related parties due within one year 757 655 Dividends payable 221 508 Income taxes payable 1,008 461 Total current liabilities 8,042 9,198 Long-term debt due after one year 6,620 12,314 Notes payable to related parties due after one year 1,152 1,909 Deferred income taxes 2,575 2,578 Other liabilities - 20 Total liabilities 18,389 26,019 Shareholders' equity: Common stock 6 2,179 Capital in excess of par value 24,163 2,719 Retained earnings 10,732 17,450 Equity adjustment for foreign currency translation 99 49 Total shareholders' equity 35,000 22,397 Total liabilities and shareholders' equity $ 53,389 $ 48,416
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