-----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, JbWM/g6rdrcZ1076JdE5yl4BWKsyhDsIE3bm5ONxMsedFWB9Kzo6RVMhWapRX5nW L4F6SAI9GOBV7XMUOlMtGw== 0000950144-99-005857.txt : 19990514 0000950144-99-005857.hdr.sgml : 19990514 ACCESSION NUMBER: 0000950144-99-005857 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990512 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990513 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: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21835 FILM NUMBER: 99620412 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 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): May 12, 1999 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 34243 - ---------------------------------------- ---------- (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 May 12, 1999, the Company issued the press release attached hereto as Exhibit 99.1 announcing results for the quarter ended April 3, 1999. 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 May 12, 1999. 2 3 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: May 12, 1999 3 4 EXHIBIT INDEX Exhibit Number Exhibit Description - ------- ------------------- 99.1 Press Release of the Registrant dated May 12, 1999. 4 EX-99.1 2 PRESS RELEASE OF THE REGISTRANT 1 Exhibit 99.1 FOR RELEASE: Immediately Contact: Richard K. Arter Investor Relations 941-362-1200 Clyde G. Nixon President 941-362-1200 SUN HYDRAULICS CORPORATION REPORTS $0.11 EARNINGS PER SHARE ON $18.5 MILLION 1ST QUARTER SALES SARASOTA, FLA, May 12, 1999 - Sun Hydraulics Corporation (NASDAQ: SNHY) today announced net sales were $18.5 million for the quarter ended April 3, 1999, representing a 3.5% decrease compared to first quarter 1998 net sales. Net income for the first quarter of 1999 was $0.7 million, compared to $1.6 million in the same quarter of 1998 and $0.8 million in the fourth quarter of 1998. Both basic and diluted earnings per share for the first quarter of 1999 were in line with expectations at $0.11. "First quarter shipments exceeded incoming orders, which continued at the same level as the fourth quarter of 1998," said Sun Hydraulics President Clyde Nixon. "Profit margins were similar to the fourth quarter of 1998, and, as we said in our last release, we do not expect to see margin improvements until the second half of the year. "We anticipate reduced shipping levels in the second quarter as shipments will more closely reflect incoming orders which we believe are being affected by distributor inventory reductions. Additionally, productivity in the second quarter will be affected by the implementation of a new Y2K compliant integrated software system in the United States operations in May. Our productivity improvement initiatives remain on track for the second half of the year," Nixon concluded. Sun Hydraulics Corporation, with manufacturing and distribution facilities in Sarasota and Manatee County, Florida, Coventry England, Erkelenz, Germany and Incheon, Korea, is a leading designer and manufacturer of high performance screw-in hydraulic cartridge valves and manifolds for worldwide industrial and mobile markets. FORWARD-LOOKING INFORMATION Certain oral statements made by management from time to time and certain statements contained herein that are not historical facts are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934 and, because such statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements, including those in Management's Discussion and Analysis of Financial Condition and Results of Operations are statements regarding the intent, belief or current expectations, estimates or projections of the Company, its Directors or its Officers about the Company and the industry in which it operates, and assumptions made by management, and include among other items, (i) the Company's strategies regarding growth, including its intention to develop new products; (ii) the Company's financing plans; (iii) trends affecting the Company's financial condition or results of operations; (iv) the Company's ability to continue to control costs and to meet its liquidity and other financing needs; (v) the declaration and payment of dividends; (vi) the Company's Year 2000 readiness plans and costs; and (vii) the Company's ability to respond to changes in customer demand domestically and internationally, including as a result of standardization. Although the Company believes that its expectations are based on reasonable assumptions, it can give no assurance that the anticipated results will occur. Important factors that could cause the actual results to differ materially from those in the forward-looking statements include, among other items, (i) the economic cyclicality of the capital goods industry in general and the hydraulic valve and manifold industry in particular, which directly affect customer orders, lead times and sales volume; (ii) conditions in the capital markets, including the interest rate environment and the 1 2 availability of capital; (iii) changes in the competitive marketplace that could affect the Company's revenue and/or cost bases, such as increased competition, lack of qualified engineering, marketing, management or other personnel, and increased labor and raw materials costs; (iv) changes in technology or customer requirements, such as standardization of the cavity into which screw-in cartridge valves must fit, which could render the Company's products or technologies noncompetitive or obsolete; (v) new product introductions, product sales mix and the geographic mix of sales nationally and internationally; (vi) the Company's ability timely to become Year 2000 ready, including the Company's ability to identify all critical systems that will be impacted by the Year 2000, the Company's ability, in a cost-efficient manner, to correct, upgrade or replace such systems, and the Year 2000 readiness of third parties with which the Company has material relationships; and (vii) changes relating to the Company's international sales, including changes in regulatory requirements or tariffs, trade or currency restrictions, fluctuations in exchange rates, and tax and collection issues. Further information relating to factors that could cause actual results to differ from those anticipated is included 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, and "Business" and "Management's Discussion and Analysis of Financial Condition" in the Company's Form 10-K for the year ended December 31, 1998. The Company disclaims any intention or obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise. SUN HYDRAULICS CORPORATION - APRIL 3, 1999 CONSOLIDATED STATEMENTS OF INCOME (in thousands except per share data)
THREE MONTHS ENDED APRIL 3, MARCH 31, 1999 1998 ----------- ----------- (unaudited) (unaudited) NET SALES $18,465 $ 19,133 COST OF SALES 13,945 13,347 GROSS PROFIT 4,520 5,786 Selling, engineering and administrative expenses 3,092 3,014 Operating income 1,428 2,772 INTEREST EXPENSE 253 260 MISCELLANEOUS EXPENSE (INCOME) 63 43 Income before income taxes 1,112 2,469 Income tax provision 355 829 Net income before equity loss in joint venture 757 1,640 Equity loss in joint venture 34 -- NET INCOME $ 723 $ 1,640 Basic net income per common share .11 .26 Basic weighted average shares outstanding 6,367 6,325 Diluted net income per common share .11 .25 Diluted weighted average shares outstanding 6,520 6,499
2 3 CONSOLIDATED BALANCE SHEETS (in thousands)
April 3, December 31, 1999 1998 ----------- ------------ (unaudited) ASSETS Current assets: Cash and cash equivalents $ 1,715 $ 1,592 Accounts receivable, net of allowance for doubtful accounts of $44 and $47 5,713 5,342 Inventories 7,639 8,125 OTHER CURRENT ASSETS 914 891 TOTAL CURRENT ASSETS 15,981 15,950 Property, plant and equipment, net 44,128 44,003 Investment in joint venture 212 246 Other assets 788 820 Total assets $61,109 $61,019 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,896 $ 2,877 Accrued expenses and other liabilities 1,777 2,065 Long-term debt due within one year 4,395 4,302 Notes payable to related parties due within one year 340 578 Dividends payable 255 254 Income taxes payable 529 245 Total current liabilities 9,192 10,321 Long-term debt due after one year 7,099 6,461 Notes payable to related parties due after one year 571 566 Deferred income taxes 3,633 3,656 TOTAL LIABILITIES 20,495 21,004 Shareholders' equity: Preferred stock -- -- Common stock 6 6 Capital in excess of par value 24,473 24,386 Retained earnings 15,830 15,363 Equity adjustment for foreign currency translation 305 260 Total shareholders' equity 40,614 40,015 Total liabilities and shareholders' equity $61,109 $61,019
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