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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 1, 2000 Commission file number 0-21835
SUN HYDRAULICS CORPORATION
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(Exact Name of Registration as Specified in its Charter)
FLORIDA 59-2754337
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1500 WEST UNIVERSITY PARKWAY 34243
SARASOTA, FLORIDA ----------
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(Address of Principal Executive Offices)
941/362-1200
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(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.001 per share
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(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant on March 6, 2000, was $22,211,262 based upon the closing sale price
of $6.875 on the Nasdaq Stock Market's National Market for that date. As of
March 6, 2000, there were 6,384,948 shares outstanding.
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PART I
ITEM 1. BUSINESS
Certain statements contained in this "Item 1. Business" that are not
historical facts are "forward-looking statements" within the meaning of Section
21E of the Securities Exchange Act of 1934. See "Item 7. Forward-Looking
Information."
OVERVIEW
The Company is a leading designer and manufacturer of high-performance
screw-in hydraulic cartridge valves and manifolds, which control force, speed
and motion as integral components in fluid power systems. The innovative
floating construction of the Company's screw-in cartridge valves and the design
of the cavities in which they are installed provides demonstrable performance
and reliability advantages compared to other available screw-in cartridge
valves. The Company designs and manufactures one of the most comprehensive lines
of screw-in hydraulic cartridge valves and manifolds in the world. The Company
has generated a profit every year since 1972 and has paid a dividend every
quarter since its public offering in 1997. The Company believes that its success
is primarily a result of its innovative product design, consistent high quality,
superior product performance and the breadth of the markets it serves.
Fluid power (hydraulics and pneumatics) involves the transfer and
control of power through fluids (oil or air) under pressure. Fluid power systems
are integral to a wide variety of manufacturing, material handling, agricultural
and construction equipment and many other capital goods. Due to its mechanical
advantage, fluid power is widely employed to move and position materials,
control machines, vehicles and equipment, and improve industrial efficiency and
productivity. Fluid power systems are typically comprised of valves and
manifolds that control the flow of fluids, a pump that generates pressure, and
actuators such as cylinders and motors that translate pressure into mechanical
energy.
Management believes that screw-in hydraulic cartridge valves and
manifolds have captured approximately $700 million of the worldwide market for
all non-aerospace hydraulic valves and manifolds since their introduction in the
1950s. Management believes this market to be in excess of $4 billion. Screw-in
cartridge valves are an accepted alternative to conventional forms of hydraulic
valving, offering significant design flexibility, as well as substantial size,
weight and efficiency benefits to designers of hydraulic systems. A manifold is
a solid block of metal, usually aluminum, steel or ductile iron, that is
machined to create threaded cavities and channels into which screw-in cartridge
valves are installed and through which the hydraulic fluids flow. Fluid power
engineers can package standard or customized manifolds with screw-in cartridge
valves to create application-specific, multiple-function hydraulic control
systems that are safe, reliable and provide substantial control.
The Company's products include valves that provide directional control,
pressure and flow control, and motion and load control, as well as a variety of
other functions. Valves are currently available in up to five different size
ranges, and are suitable for flows from one to 400
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gallons per minute and continuous operating pressures up to 5,000 pounds per
square inch. The Company believes its floating construction is a significant
competitive advantage due to its self-alignment characteristic that accommodates
potential manufacturing deviations common in the thread-making operations of
screw-in cartridge valves and manifolds. Floating construction significantly
differentiates the Company from most of its competitors, which predominantly
design and manufacture rigid screw-in cartridge valves that fit into an industry
common cavity. The Company believes that competing products typically do not
offer the inherent reliability of the Company's products and cannot provide
equivalent operating performance because of the design constraints imposed by
the industry common cavity. Recently, some competitors have begun to manufacture
products that fit into the Company's cavity. Strategically, the Company believes
the markets for its products will expand more rapidly as other competitors
manufacture products that fit the Company's cavity. In addition to screw-in
cartridge valves, the Company also designs and produces the most comprehensive
line of standard, cataloged manifolds in the screw-in cartridge valve and
manifold industry, as well as custom manifolds that incorporate the Company's
screw-in cartridge valves.
The Company sells its products primarily through a global network of
independent fluid power distributors to a diverse universe of end users, for use
in various "mobile" applications, such as construction, agricultural and utility
equipment (approximately 66% of net sales), and a broad array of "industrial"
applications, such as machine tools and material handling equipment
(approximately 34% of net sales). While many of the Company's end users are
subject to cyclical demand for their products, the Company mitigates this
exposure through the wide variety of applications and industries it serves.
Sales to the Company's largest distributor represented less than 9% of net sales
in 1999, and the Company believes that aggregate sales by its distributors to
the largest end user represented less than 3% of net sales in 1999.
The Company believes that screw-in cartridge valves will continue to
achieve significant growth at the expense of conventional hydraulic valves as
design engineers recognize the inherent advantages of screw-in cartridge valves.
The Company believes that additional growth potential for screw-in cartridge
valve applications exists as a result of a trend toward miniaturization as end
users require smaller, lighter-weight and more efficient components. Custom
manifolds that utilize screw-in cartridge valves allow customers to design an
optimal solution for control of their fluid power systems that significantly
reduces assembly time and expense. The United States and Western Europe are the
largest developed markets for screw-in cartridge valves and the Company believes
these markets will continue to expand. The Company believes the long-term future
growth prospects are particularly attractive in the Pacific Rim, Eastern Europe
and South America where the adoption of screw-in cartridge valves is in the
early stage. During 1999, approximately 37% of the Company's net sales were
outside the United States.
The Company's goal is to grow its business by helping to increase the
market awareness of the benefits of using screw-in cartridge valves, expanding
its geographic presence, and continuing to expand its product offerings to
increase its market share.
The Company was organized as a Florida corporation in 1986 to take over
the operations of the business of the Company's predecessor, Suninco, Inc.
(f/k/a Sun Hydraulics Corporation).
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Suninco, Inc. was founded in 1970 by Robert E. Koski for the specific purpose of
developing and promoting screw-in cartridge valve technology. The address of the
Company's executive offices is 1500 West University Parkway, Sarasota, Florida
34243, its telephone number is (941) 3621200, and its website address is
www.sunhydraulics.com.
INDUSTRY BACKGROUND
Fluid power is one of three basic technologies, along with electrical
and mechanical, utilized to achieve power transmission and motion control. Due
to its mechanical advantage, fluid power is widely employed to move and position
materials, control machines, vehicles and equipment, and improve industrial
efficiency and productivity. Fluid power can perform work on very light loads
with a high degree of accuracy or develop enormous forces to move and position
materials and equipment that weigh many tons.
Screw-in hydraulic cartridge valves first appeared in the late 1950s as
an alternative to conventional forms of hydraulic valving. Conventional
hydraulic valves are generally larger in size, typically manufactured from
cumbersome iron castings, relatively limited in their ability to interface with
machinery and equipment, and are usually simple devices designed to control a
single task. Screw-in cartridge valves represent a miniaturization of hydraulic
valves, providing the same functional characteristics as conventional valves,
but in a smaller package size. In addition to being lighter-weight and more
compact, screw-in cartridge valves frequently offer significant advantages in
interface flexibility and cost over conventional hydraulic valves.
Screw-in cartridge valves have achieved greater marketplace acceptance
in recent years as hydraulic system design engineers increasingly use them to
develop multiple-function control systems. A number of screw-in cartridge valves
can be grouped together in a manifold, creating a hydraulic control system that
is functionally analogous to an electronic integrated circuit. End users can
utilize screw-in cartridge valves and custom manifolds to design an optimal
solution for control of their fluid power systems that significantly reduces
assembly time and expense.
STRATEGY
The Company's objective is to enhance its position as one of the
world's leading designers and manufacturers of screw-in hydraulic cartridge
valves and manifolds by (i) broadening the market for screw-in cartridge valve
applications, (ii) continuing the geographic expansion of its markets, and (iii)
selectively expanding its product lines. Key elements of the Company's strategy
include the following:
Deliver Value Through High-Quality, High-Performance Products. The
Company's products are designed with operating and performance characteristics
that exceed those of many functionally similar products. Overall, the Company's
products provide high value because they generally operate at higher flow rates
and pressures than competitive offerings of the same size. The Company tests
100% of its screw-in cartridge valves to ensure the highest level of performance
on a consistent basis.
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Offer a Wide Variety of Standard Products. The Company currently offers
one of the most comprehensive lines of non-solenoid screw-in cartridge valves
and manifolds in the world and has recently released solenoid screw-in cartridge
valves. The Company is committed to producing functionally superior, standard
products that contain a high degree of common content to minimize work in
process and maximize manufacturing efficiency. Products are designed for use by
a broad base of industries to minimize the risk of dependence on any single
market segment or customer. The Company, in the future, will seek to expand its
business through development of new products that are complementary to its
existing products. The Company will also consider expanding the size ranges of
products it offers by sizing certain products to larger sizes.
Product Line Expansion. The Company is continuously engaged in new
product development programs to offer new and better cartridge valve solutions
to its customers. New cartridge products generally fit into existing cavities,
often allowing them to be installed in existing standard manifolds. The Company
also sizes its products to meet different application requirements. The recent
introduction of the Series `0' products in 1996, halved the flow capacity of the
Company's Series `1' products. In the future, the Company may continue to size
some of its products with the intent of offering products suitable for different
application areas. In 1999, the Company introduced the first products in a new
range of electrically actuated (solenoid) cartridge valves. The new solenoid
cartridge valves establish a foundation to expand this range of products into
other electrically actuated control valves, including proportional controls.
With the introduction of these products, the Company believes it gains the
opportunity to obtain sales that it previously could not compete for, and
further believes that the solenoid cartridge valves will help increase sales of
the Company's other cartridge valve and manifold products.
Capitalize on Custom Manifold Opportunities. Because fluid power system
design engineers are increasingly incorporating screw-in cartridge valves into
custom control systems, the Company will concentrate its efforts in custom
manifolds in two ways. The Company will design and manufacture manifolds, which
incorporate the Company's screw-in cartridge valves for sale to original
equipment manufacturers ("OEMs"). The Company's internally developed,
proprietary expert system software allows the Company to manufacture manifolds
efficiently in low quantities. The Company will also encourage competitive
manifold manufacturers to utilize the Company's screw-in cartridge valves in
their manifold designs. The Company provides free electronic libraries of its
products and cavities to aid manifold designers in designing the Company's
unique cavity into their manifolds. The Company sells tooling for machining its
cavities, allowing independent manifold manufacturers easily to incorporate the
Company's screw-in cartridge valves into their designs.
Expand Global Presence. The Company intends to continue to increase its
global presence through expansion of its distribution network and its
international manufacturing capabilities. In addition to operating units in the
United States, England, Germany, Korea and a joint venture in China, the Company
has strong distributor representation in most developed and developing markets,
including Canada, Western Europe, Taiwan, Singapore, Australia, and Japan. In
1999, the Company generated approximately 37% of its net sales outside the
United States. Key areas for expansion where the Company has minimal presence
include Central and
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South America, China and Eastern Europe. The Company believes that further
expansion of its international manufacturing facilities could enhance its
competitive position in certain foreign markets. In addition, custom manifolds
provide an opportunity for operating units and distributors to offer significant
value-added content through the local production of manifolds that incorporate
the Company's screw-in cartridge valves. This strategy helps minimize potential
tariffs and duties that could inflate the price of the Company's products in
foreign markets.
Maintain a Horizontal Organization with Entrepreneurial Spirit. The
Company believes that maintaining its horizontal management structure is
critical to retaining key personnel and an important factor in attracting top
talent from within the hydraulic valve and manifold industry. The Company will
strive to maintain its horizontal management structure that encourages
communication, creativity, and entrepreneurial spirit and individual
responsibility among employees. Employee initiatives have led to continuous
process improvements, resulting in considerable operating efficiencies and
quality control, as well as the maintenance of a safe and comfortable working
environment. The Company believes that a lack of job titles and direct formal
reporting responsibilities eliminates perceived barriers to advancement and
reduces the potential for adversarial relationships to arise within the
organization. A workplace without walls in the Company's offices as well as on
the shop floor encourages informal employee consultation and provides the
opportunity for all personnel to interface across functional areas.
Leverage Manufacturing Capability and Know-how as Competitive
Advantages. The Company believes that one of its competitive advantages is its
ability to manufacture products to demanding specifications. The Company's
strong process capability allows it to machine parts to exacting dimensional
tolerances, resulting in the high performance characteristics of its screw-in
cartridge valves. The Company has the ability to control manufacturing processes
to replicate products consistently and can, if desired, manufacture most of the
components of its products with the exception of springs, elastomer seals and
electrical coils. The Company has in-house heat treatment capability to provide
consistent and reliable control of this critical operation. Many of the
processes discovered and/or developed by the Company often allow cartridge valve
design engineers to create new products that otherwise may not have been
considered.
Sell Through Distributors. Due to the variety of potential customers
and the Company's desire to avoid unnecessary bureaucracy, the sales function
has been performed primarily by independent distributors. The Company has
approximately 65 distributors, 42 of which are located outside the United
States, and a majority of which have strong technical backgrounds or
capabilities which enable them to develop practical, efficient and
cost-effective fluid power systems for their customers. Many of these
distributors sell products manufactured by other companies that allow them to
provide a complete hydraulic system to the customer. The Company provides a high
level of technical support to its distributors through open access to the
Company's engineering staff, technical documentation and technical training
programs. In addition, the Company maintains close relationships with many OEMs
and end users of its products to help it understand and predict future needs for
fluid power control devices and to test and refine new product offerings.
Brand labeling and manufacturing licensing. Two areas the Company has
not historically exploited to increase the market penetration of its products
are brand labeling and
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manufacturing licensing agreements. The Company has recently entered into a
non-exclusive supply agreement with Mannesmann Rexroth, A.G., a German full-line
hydraulic component and systems manufacturer, under which the Company will
manufacture selected products carrying the Rexroth logo. In addition, the
Company is in the process of finalizing a non-exclusive licensing agreement
whereby Mannesmann Rexroth will manufacture some of the Company's products for
use in its own fluid power systems. The Company may also consider entering into
similar agreements with other manufacturers of fluid power components if it
deems it to be of strategic benefit.
PRODUCTS
SCREW-IN CARTRIDGE VALVES
The Company designs and manufactures high-performance, screw-in
hydraulic cartridge valves in up to five size ranges, suitable for flows from
one to 400 gallons per minute and continuous operating pressures up to 5,000
pounds per square inch. The floating construction pioneered by the Company
provides demonstrable performance and reliability advantages compared to most
competitors' product offerings due to its self-alignment characteristic that
accommodates potential manufacturing deviations common in the thread-making
operations of screw-in cartridge valves and manifolds. This floating
construction significantly differentiates the Company from most of its
competitors, which design and manufacture rigid screw-in cartridge valves that
fit an industry common cavity. The floating construction of the Company's
screw-in cartridge valves eliminates the tendency of working parts inside the
cartridge valves to bind when screwed into the manifold, which leads to
unnecessary stress and often premature failure. Recently some competitors have
begun to manufacture products that fit the Company's cavity. Strategically, the
Company believes the markets for its products will expand more rapidly if other
sources are available for products that fit the Company's cavity. One company
specifically, Mannesmann Rexroth, has formally announced that it will begin
designing and manufacturing a line of screw-in cartridge valves that fit the
Company's cavity. The Company considers this announcement a strong endorsement
of its design principles and is working with Mannesmann Rexroth as it begins its
design program.
The Company has historically developed new market opportunities by
sizing its screw-in cartridge valves to accommodate application requirements
with various flow ranges. Most recently, the Company sized some of its products
downward and introduced its series `0' valve in 1996. Management believes that
these products contribute to increased sales because of their suitability to
market application areas such as forklift trucks, food processing equipment, and
factory automation. Management believes that upward sizing of the product line
represents an opportunity for future growth.
The Company manufactures screw-in cartridge valves for load control,
pressure control, flow control, and logic and directional control, with a broad
range of other functional offerings. Many variants of the same basic functional
products can be interchanged with each other to attain an optimum level of
performance in a customer's fluid power system. Some of the Company's screw-in
cartridge valves are described below:
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Load Control Valves. The Company considers itself to be the
world's recognized leader in the design and manufacture of load control
valves and believes that it holds a dominant market share position in
multiple end use applications. Load control valves are pressure devices
that are used to control the motion and locking of linear and rotary
hydraulic actuators (cylinders and motors) and often are used as safety
devices in many critical system areas. Typical applications for these
products include cranes, manlifts and aerial platforms. The
uncompromising requirement for smooth and reliable operation in these
applications has helped build the Company's reputation as a high
quality, screw-in cartridge valve manufacturer. Load control valves
represent the Company's largest selling product family. The Company
believes that most valves that fit the Company's cavity that are being
manufactured by competitors are load control valves. The Company does
not believe any competitive manufacturer is currently able to produce
sufficient volume, or offer the variety of different valve
configurations that the Company does, to materially affect the
Company's revenues.
Pressure Control Valves. The Company manufactures a variety of
screw-in cartridge valves that control pressure in fluid power systems.
Types of pressure controls include relief valves, reducing valves,
reducing/relieving valves, sequence valves, and unloading valves.
Typically, the Company provides many alternatives of each different
type of pressure control valve, which allows machine designers to more
optimally design their fluid power systems. Most hydraulic systems
incorporate at least one pressure relief valve for over-pressure
protection. A new "soft-ramp" relief valve recently designed by the
Company is currently being field tested. The Company believes that no
other valves currently available in the market place exhibit equal
performance characteristics, which the Company anticipates are needed
by various equipment manufacturers.
Flow Control Valves. The Company manufactures a variety of
two-, three- and four-port valves to control the rate of flow of fluids
in fluid power systems. These valves typically are used to control
speed and are an integral component in most fluid power systems.
Variety and high flow capacity relative to physical size help
differentiate the Company in this product area.
Logic and Directional Control Valves. The Company manufactures
a variety of screw-in cartridge valves that can be used as directional
control devices. These valves are used to start, direct and stop the
flow of fluid in a fluid power system and can be actuated electrically,
pneumatically, manually or with hydraulic pressure. The Company's logic
control valves, some of which are patented, can be used in combination
with one another to provide complex directional control functions.
Electrically Actuated Control Valves ("Solenoid") The Company
manufactures high-pressure spool-type pilot solenoid valves and other
pilot devices that can be used to actuate its logic and directional
control valves and other screw-in cartridge valves. Recognizing the
need for direct-acting solenoid valves, the Company, in 1999,
introduced a range of full-flow poppet and spool solenoid cartridge
valves that can be used for directional control. These products give
the Company entry into a large market not currently served by the
Company's other screw-in cartridge valves. In addition, the
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Company believes that by offering its own solenoid cartridge valves, it
will be in a better position to compete for custom manifold business.
The basic design of the Company's solenoid cartridge valves establishes
a foundation to develop other electrical/hydraulic valves, including
proportional valves.
Other Complementary Products. The Company designs and
manufactures a broad array of screw-in cartridge valves that can be
applied in combination with other Company products to offer useful and
unique functionality. For example, the Company's Air-Bleed and Start-Up
cartridge valves help protect a fluid power system from potential
damage by releasing air trapped in the system when a machine is shut
down for maintenance. Many of these functional products are not
manufactured by any other competitors, providing the Company with
additional sales opportunities. While these products are not generally
demanded in high volumes, their usefulness across industries helps
strengthen the Company's brand name and market penetration. The Company
will continue to develop other complementary products in the future.
MANIFOLDS
A manifold is a solid block of metal, usually aluminum or ductile iron,
which is machined to create threaded cavities and channels into which screw-in
cartridge valves can be installed and through which the hydraulic fluid flows.
The manifolds manufactured by the Company are described below:
Standard Manifolds. The variety of standard, catalogued manifolds
offered by the Company is unmatched by any screw-in cartridge valve
competitor. These products allow customers easily to integrate the
Company's screw-in cartridge valves into their systems in many
different ways. Once designed, standard manifolds require minimal, if
any, maintenance engineering over the life of the product. The
following are the types of standard manifolds manufactured by the
Company:
- Line Mounted Manifolds can be placed anywhere in a hydraulic
system and are easily connected to various standard couplings.
These specific products are suitable for both mobile and
industrial applications.
- Subplates and Sandwich Manifolds are offered in six different
sizes and industry standard interface patterns, and generally
are used in industrial applications. The Company believes that
the breadth of different functional screw-in cartridge valves
it manufactures allows it to offer more functionally unique
standard sandwich manifolds than any other cartridge valve or
conventional valve manufacturer.
- Motor Mount Manifolds fit a variety of the most common
commercially available hydraulic motor interface patterns.
These products allow users of hydraulic motors to buy standard
control elements to interface simply and easily with their
motors.
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- Pre-packaged Valve Assemblies are pre-configured packages
designed to control common hydraulic circuits such as
hydrostatic drives, accumulator unloading and cylinder
regeneration. These products typically contain at least two
dissimilar cartridges and allow designers to conveniently
purchase a standard valve package for common hydraulic circuit
requirements.
Custom Manifolds. Custom manifolds are designed for a customer-specific
application and typically combine many different screw-in cartridge
valves in a single package or multiple packages. The Company's
internally developed, proprietary expert system software allows the
Company to manufacture manifolds efficiently in low volumes. The
innovative design of the Company's screw-in cartridge valves allows
manifolds to be physically smaller for certain applications than
functionally similar manifolds containing competitors' screw-in
cartridges that fit industry common cavities. The Company believes many
of the custom manifolds that incorporate cartridge valves, which fit
industry common cavities require testing after assembly. The Company
does not routinely test manifolds that contain its screw-in cartridge
valves because of the inherent reliability of the cartridge valves and
believes this provides a significant competitive advantage. Custom
manifolds provide many benefits to end users and equipment
manufacturers, including reduced leakage points, neater packaging,
potentially fewer hose and fitting connections, and more control
functions in a single location.
ENGINEERING
The Company believes that it is critical for engineers to play an
important role in all aspects of the Company's business, including design,
manufacturing, sales and marketing and technical support. When designing
products, engineers work within a disciplined set of design parameters that
often results in repeated incorporation of existing screw-in cartridge valve
components in new functional products. The Company's focus on engineering has
served as the foundation of its ability to offer the expansive range of screw-in
cartridge valves that it brings to market.
Before designing functionally new screw-in cartridge valves, the
Company's engineers and sales and marketing personnel first establish
performance and operating requirements for the products. An iterative design
process is undertaken to meet the expected performance requirements in a
screw-in cartridge valve that fits the Company's cavity. Prototypes are
typically hand built and subject to extensive testing until the desired
performance levels are achieved. Before a new product is released for sale, the
Company's engineers will typically work with beta site customers to test the
product under actual field conditions.
During product development, engineers work closely with manufacturing
personnel to define the processes required to manufacture the product reliably
and consistently. The close link between engineering and manufacturing helps
smooth the transition from design to market. Design changes to facilitate
manufacturing processes are sometimes considered but not if product performance
levels would be compromised. The Company practices a continuous improvement
process, which it believes is largely attributable to its horizontal management
structure that empowers employees and encourages their creative contribution. At
various times
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the Company may incorporate design changes in a product to improve its
performance or life expectancy. All of the Company's engineers provide
application support to customers and distributors.
MANUFACTURING
The Company is a process intensive manufacturing operation that
extensively utilizes computer numerically controlled ("CNC") machinery to
manufacture its products. Where commercial machinery is not available for
specific manufacturing or assembly operations, the Company often designs and
builds its own machinery to perform these tasks. The Company makes extensive use
of automated handling and assembly technology (robotics) where possible to
perform repetitive tasks, thus promoting manufacturing efficiencies and
workplace safety. The Company has its own electric heat treatment furnaces to
provide consistent and reliable control of this important operation. A new heat
treatment furnace was installed in February 2000 in the Company's Manatee,
Florida, facility. The additional heat treatment furnace allows the Company to
increase capacity, reduce manufacturing cycle times and create redundant
capability for most of its in-house manufacturing processes.
The Company's manufacturing operations include turning, grinding,
honing and lapping operations for its screw-in cartridge valves and milling and
drilling operations for its manifolds. Most machinery employed by the Company is
computer numerically controlled, including CNC lathes and machining centers. The
Company also employs robots and a variety of vision systems for inspection and
decision making tasks. The Company utilizes internally developed, proprietary,
personal computer based software to program some machines off-line and to
minimize setup times. The Company also employs an expert system that supports
the use of compound angle holes in manifold designs, a technique that allows
manifolds to be made smaller in size with fewer potential leak points.
At its Sarasota, Florida, facility, the Company has extensive testing
facilities that allow its design engineers to test fully all cartridge valve
products at their maximum rated pressure and flow rates. A metallurgist and
complete metallurgical laboratory support the Company's design engineers and
in-house heat treatment. The resident engineers at the Company's other
facilities also utilize test equipment.
The Company employs a build-to-order philosophy and relies on its
distributors to purchase and maintain sufficient inventory to meet their
customers' demands. With this build-to-order philosophy, most raw materials,
including aluminum and steel, are delivered on a just-in-time basis. These and
other raw materials are commercially available from multiple sources.
The Company controls most critical finishing processes in-house but
does rely on a small network of outside manufacturers to machine cartridge
components to varying degrees of completeness. Many high-volume machining
operations are performed exclusively at outside suppliers. The Company is very
selective in establishing its supplier base and attempts to develop and maintain
long-term relationships with suppliers. Through an initiative that began during
the fourth quarter of 1998, the Company is reviewing all of its suppliers to
improve the quality of incoming parts and to assess opportunities for better
control of both price and quality.
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Manufacturing processes at the existing facilities in the United States, England
and Korea are certified to ISO 9002.
SALES AND MARKETING
The Company's products are sold globally, primarily through independent
fluid power distributors. Distributors are supported with product education
programs conducted by the Company at its facilities. Technical support is
provided by each of the Company's manufacturing operations (Florida, England,
Germany, Korea, and its joint venture in China). Included in the Company's
sales and marketing staff are hydraulic engineers that have significant
experience in the fluid power industry. Discount pricing structures encourage
distributors to buy in moderate to high volumes to ensure there is a local
inventory of products in the marketplace.
The Company currently has approximately 65 distributors, 42 of which
are located outside the United States and a majority of which have strong
technical backgrounds or capabilities, which enable them to develop practical,
efficient and cost-effective fluid power systems for their customers. In 1999,
sales to the Company's largest distributor represented less than 9% of net sales
and net sales outside of the United States represented approximately 37% of
total net sales.
In addition to distributors, the Company sells directly to other
companies within the hydraulic industry under a pricing program that does not
undermine the primary distributors' efforts. Companies that participate in this
program must utilize the Company's products in a value-added application,
integrating the Company's screw-in cartridge valves into other fluid power
products or systems of their manufacture. Management believes this strategy
strengthens the Company by encouraging other manufacturers to buy from the
Company. The "goodwill" relationships that result from this strategy also help
to keep the Company abreast of technological advances within the fluid power
industry, aiding in new product development.
In 1999, the Company signed a non-exclusive supply agreement with
Mannesmann Rexroth, A.G., a German manufacturer of fluid power components and
systems, which allows Mannesmann Rexroth to purchase the Company's standard
products for incorporation into its hydraulic systems. Mannesmann Rexroth is one
of the largest hydraulic manufacturers of fluid power systems in the world and
has significant presence in all major markets. Through this relationship, the
Company believes that it will gain entry into new markets, both geographically
and for new applications. Management anticipates that it will evaluate similar
agreements with other manufacturers' of fluid power components when to do so
would be of strategic benefit.
While the Company generally does not sell directly to end users, it
provides end users with technical literature that sometimes include suggested
list prices along with suggested customer discounts. This program is intended to
provide design engineers with all information necessary to specify and obtain
the Company's products. Publishing and distributing technically comprehensive
catalogs in multiple languages make the Company's products easy to purchase.
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CUSTOMERS
The Company believes that its single largest end use customer
represented less than 3% of net sales in 1999, minimizing risks of dependence on
major customers. The loss of any one customer would not have a material adverse
effect on the Company's business. End-users are classified by whether their
primary applications for the Company's products are "mobile" or "industrial."
Mobile applications involve equipment that generally is not fixed in
place and is often operated in an uncontrolled environment, such as
construction, agricultural and utility equipment. Mobile customers were the
original users of screw-in cartridge valves due to the premium that these
industries place on considerations of space, weight and cost. Mobile customers
currently account for approximately 66% of the Company's net sales.
Industrial applications involve equipment that generally is fixed in
place in a controlled environment. Examples include presses, injection molding
equipment and machine tools. The requirements of the industrial marketplace are
more demanding than most mobile applications since industrial equipment
typically operates at significantly higher cycles. The Company's products are
designed to withstand these operating imperatives, and industrial applications
currently account for approximately 34% of the Company's net sales. Many
conventional valve designs are still used in industrial applications and
represent substitution opportunities for the Company's products.
The Company's distributors are not authorized to approve the use of its
products in any of the following applications, (i) any product that comes under
the Federal Highway Safety Act, such as steering or braking systems for
passenger-carrying vehicles or on-highway trucks, (ii) aircraft or space
vehicles, (iii) ordnance equipment, (iv) life support equipment, and (v) any
product that, when sold, would be subject to the rules and regulations of the
United States Nuclear Regulatory Commission. These "application limitations"
have alleviated the need for the Company to maintain the internal bureaucracy
necessary to conduct business in these market segments.
COMPETITION
The hydraulic valve industry is highly fragmented and intensely
competitive. The Company has a large number of competitors, some of which are
full-line producers and others that are niche suppliers similar to the Company.
Most competitors market globally. Full-line producers have the ability to
provide total hydraulic systems to customers, including components functionally
similar to those manufactured by the Company. There has been increasing
consolidation activity within the industry in recent years, with large,
full-line producers filling out their product lines by acquiring or entering
into relationships with other hydraulics companies, and management expects there
will be further consolidation in the future. The Company believes that it
competes based upon quality, reliability, price, value, speed of delivery and
technological characteristics.
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Most of the Company's screw-in cartridge valve competitors produce
screw-in cartridge valves that fit an industry common cavity that sometimes
allows their products to be interchangeable. The industry common cavity is not
supported by any national or global standards organizations. Although the
International Standards Organization (ISO) has developed a standard screw-in
cartridge cavity that is different from the industry common cavity, the Company
is not aware of any major competitor that currently produces a full line of
standard products conforming to the ISO standard. The Company does not
manufacture a product that fits either the industry common or the ISO standard
cavity. A few competitors manufacture selected screw-in cartridge valves that
fit the Company's cavity. The Company believes the majority of these products
are load control valves. To help expand market opportunities, the Company, in
late 1999 entered into a non-exclusive sales agreement, and is currently
finalizing a non-exclusive license agreement, with Mannesmann Rexroth, under
which products will be brand-labeled for, or manufactured under, license by
Mannesmann Rexroth using the Company's unique cavity. Management believes that
increased use of the Company's cavity will be beneficial in the long term
because, although competition will increase, markets and applications for the
Company's products also will increase.
The manifold business is also highly fragmented and intensely
competitive. All of the major screw-in cartridge valve manufacturers either
manufacture manifolds or have sources that they use on a regular basis. In
addition, there are a number of independent manifold suppliers that produce
manifolds incorporating various manufacturers' screw-in cartridge valves,
including those made by the Company. Finally, there are many small, independent
machine shops that produce manifolds at very competitive prices. Competition in
the manifold business is based upon quality, price, relationships based on
proximity to the customer, and speed of delivery.
EMPLOYEES
As of January 1, 2000, the Company had 543 full-time employees in the
United States, 85 in England, 16 in Germany, and 33 in Korea. The Company
continues to focus its efforts in designing and manufacturing standard products,
allowing it to maintain over 90% of its employees in manufacturing,
distribution, and engineering functions. No employees are represented by a union
in any of the Company's operating units and management believes that relations
with its employees are good.
Employees are paid either hourly or with an annual salary at rates that
are competitive with other companies in the industry and geographic area.
Management believes that the combination of competitive salary, above average
health and retirement plans, and a safe and pleasant working environment
discourages employee turnover and encourages efficient, high-quality production.
Nevertheless, due to the nature of the Company's manufacturing business, it is
often difficult to attract skilled personnel, especially in times when the
economy is operating in a fully employed state such as it now is.
The Company recognizes the need for continuing employee education to
allow the workforce to remain effective in today's rapidly changing
technological environment. Significant time is dedicated to education programs
that assist employees in understanding technology and the change it brings to
their jobs. The Company also offers tuition
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reimbursement programs that encourage employees to continue the education
process outside the workplace.
PATENTS AND TRADEMARKS
The Company believes that the growth of its business will be dependent
upon the quality and functional performance of its products and its relationship
with the marketplace, rather than the extent of its patents and trademarks. The
Company's principal trademark is registered globally in the following countries:
Australia, Brazil, Canada, China, France, Germany, Italy, Japan, Korea, Mexico,
Spain, Sweden, Switzerland, the United Kingdom and the United States. While the
Company believes that its patents have significant value, the loss of any single
patent would not have a material adverse effect on the Company.
BUSINESS RISK FACTORS
In addition to the other information in this Form 10-K Report, the
following should be considered in evaluating the Company's business and its
prospects:
POTENTIAL MARKETPLACE ADOPTION OF INDUSTRY STANDARD. The Company's
screw-in cartridge valves fit into a unique cavity for which, to date, few other
manufacturers have designed products. Most competitive manufacturers produce
screw-in cartridge valves that fit into an industry common cavity. Accordingly,
the Company's screw-in cartridge valves are not interchangeable with those of
other manufacturers. Additionally, the International Standards Organization
("ISO") has adopted an industry standard for screw-in hydraulic cartridge valve
cavities. In the Company's view, both the industry common cavity and the ISO
standard cavity fail to address critical functional requirements, which could
result in performance and safety problems of significant magnitude for end
users. While there are not yet any noticeable market pressures to supply
screw-in cartridge valves that fit the ISO standard cavity, and no major
competitor has converted its products to fit this standard cavity, any move
toward the adoption of the ISO standard cavity for cartridge valves in the
screw-in cartridge valve and manifold industry could have a material adverse
effect on the Company's business, financial condition and results of operation.
See "Business - Competition."
RISKS RELATING TO GROWTH STRATEGY. In pursuing its growth strategy, the
Company intends to expand its presence in its existing markets and enter new
geographic markets. In addition, the Company may pursue acquisitions and joint
ventures to complement its business. Many of the expenses arising from the
Company's expansion efforts may have a negative effect on operating results
until such time, if at all, these expenses are offset by increased revenues. The
Company established capacity expansion programs during 1997-1999, including the
construction of new manufacturing facilities in the United States and Germany,
plant improvements in England, equipment purchases and, through acquisition, a
facility in Korea. The Company also has recently completed the implementation of
new accounting and manufacturing computer software systems at its Florida and
U.K. facilities, and reconfigured its manufacturing units at its two Florida
facilities. In addition to this monetary expense, these matters have required
significant attention from senior management and have contributed to the
Company's recent delivery problems. Management has refocused its efforts on
improving delivery times and customer responsiveness, reducing
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manufacturing costs, and achieving greater profitability. There can be no
assurance that the Company will be able to improve its market share or
profitability, recover its expenditures for these capital improvements, or
successfully implement its growth strategy. See "Business - Strategy."
The Company's expansion strategy also may require substantial capital
investment for the construction of new facilities and their effective operation.
The Company may finance the acquisition of additional assets using cash from
operations, bank or institutional borrowings, or through the issuance of debt or
equity securities. There can be no assurance that the Company will be able to
obtain financing from bank or institutional sources or through the equity or
debt markets or that, if available, such financing will be on terms acceptable
to the Company.
DEPENDENCE ON KEY EMPLOYEES AND SKILLED PERSONNEL. The Company's
success depends, to a significant extent, upon a number of key individuals. The
loss of the services of one or more of these individuals could have a material
adverse effect on the business of the Company. The Company's future operating
results depend to a significant degree upon the continued contribution of its
key technical personnel and skilled labor force. Competition for management and
engineering personnel is intense, and the Company competes for qualified
personnel with numerous other employers, some of whom have greater financial and
other resources than the Company. The Company conducts a substantial part of its
operations at its facilities in Sarasota, Florida. The Company's continued
success depends on its ability to attract and retain a skilled labor force at
this location. While the Company has been successful in attracting and retaining
skilled employees in the past, there can be no assurance that the Company will
continue to be successful in attracting and retaining the personnel it requires
to develop, manufacture and market its products and expand its operations. See
"Business - Employees."
COMPETITION. The hydraulic valve and manifold industry is highly
fragmented and intensely competitive, with the Company facing competition from a
large number of competitors, some of which are full-line producers and others
that are niche suppliers like the Company. Full-line producers have the ability
to provide total hydraulic systems to customers, including components
functionally similar to those manufactured by the Company. The Company believes
that it competes based upon quality, reliability, price, value, speed of
delivery and technological characteristics. Many of the Company's screw-in
cartridge valve competitors are owned by corporations which are significantly
larger than the Company and have greater financial resources than the Company.
There can be no assurance that the Company will continue to be able to compete
effectively with these companies.
The manifold business is also highly fragmented and intensely
competitive. All of the major screw-in cartridge valve manufacturers either
manufacture manifolds or have sources that they use on a regular basis. In
addition, there are a number of independent manifold suppliers that produce
manifolds incorporating various manufacturers' screw-in cartridge valves,
including those made by the Company. Finally, there are many small, independent
machine shops that produce manifolds at very competitive prices. Competition in
the manifold business is based upon quality, price, relationships based on
proximity to the customer, and speed of delivery. Many of the Company's
competitors have very low overhead structures and there can be no assurance that
the Company will continue to be able to compete effectively with these
companies.
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In addition, the Company competes in the sale of hydraulic valves and
manifolds with certain of its customers. Generally, these customers purchase
special purpose valves from the Company to meet a specific need in a system
which cannot be filled by any valve made by such customer. To the extent that
the Company introduces new valves in the future that increase the competition
between the Company and such customer, such competition could adversely affect
the Company's relationships with these customers.
CYCLICALITY. The capital goods industry in general, and the hydraulic
valve and manifold industry in particular, is subject to economic cycles.
Cyclical downturns could have a material adverse effect on the Company's
business, financial condition and results of operation.
INTERNATIONAL SALES. In 1999, approximately 37% of the Company's net
sales were outside of the United States. The Company is expanding the scope of
its operations outside the United States, both through direct investment and
distribution and expects that international sales will continue to account for a
significant portion of net sales in future periods. International sales are
subject to various risks, including unexpected changes in regulatory
requirements and tariffs, longer payment cycles, difficulties in receivable
collections, potentially adverse tax consequences, trade or currency
restrictions and, particularly in emerging economies, potential political and
economic instability and regional conflicts. Furthermore, the Company's
international operations generate sales in a number of foreign currencies,
particularly British pounds, German marks, Korean Won, or the Euro. Therefore,
the Company's financial condition and results of operation are affected by
fluctuations in exchange rates between the United States dollar and these
currencies. Any or all of these factors could have a material adverse effect on
the Company's business, financial condition and results of operations.
ENVIRONMENTAL COMPLIANCE. The Company's operations involve the handling
and use of substances that are subject to federal, state and local environmental
laws and regulations that impose limitations on the discharge of pollutants into
the soil, air and water and establish standards for their storage and disposal.
Management believes that the Company's current operations are in substantial
compliance with applicable environmental laws and regulations, the violation of
which could have a material adverse effect on the Company. There can be no
assurance, however, that currently unknown matters, new laws and regulations, or
stricter interpretations of existing laws or regulations will not materially
affect the Company's business or operations in the future.
RISK OF PRODUCT LIABILITY. The application of many of the Company's
products entails an inherent risk of product liability. There can be no
assurance that the Company will not face any material product liability claims
in the future or that the product liability insurance maintained by the Company
at such time will be adequate to cover such claims.
TECHNOLOGICAL CHANGE. The fluid power industry and its component parts
are subject to technological change, evolving industry standards, changing
customer requirements and improvements in and expansion of product offerings. If
technologies or standards used in the Company's products become obsolete, the
Company's business, financial condition and results of operations will be
adversely affected. Although the Company believes that it has the technological
capabilities to remain competitive, there can be no assurance that developments
by others will not
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render the Company's products or technologies obsolete or noncompetitive. See
"Business - Strategy."
RAW MATERIALS. The primary raw materials used by the Company in the
manufacture of its products are aluminum, ductile iron and steel. There can be
no assurance that prices for such materials will remain stable. If the Company
is unable to pass through any price increases to its customers, the operating
results of the Company will be adversely affected.
PAYMENT OF DIVIDENDS. Although the Company has paid a cash dividend
each quarter since its Common Stock has been publicly traded, there can be no
assurance that there will be funds available therefor. The declaration and
payment of dividends is subject to the sole discretion of the Board of Directors
of the Company and will depend upon the Company's profitability, financial
condition, capital needs, future prospects and other factors deemed relevant by
the Board of Directors, and may be restricted by the terms of the Company's
credit agreements.
CERTAIN ANTI-TAKEOVER PROVISIONS. The Company's Articles of
Incorporation provides for a classified Board of Directors. In addition, the
Articles of Incorporation gives the Board of Directors the authority, without
further action by the stockholders, to issue and fix the rights and preferences
of a new class, or classes, of preferred stock. These and other provisions of
the Articles of Incorporation and the Company's Bylaws may deter or delay
changes in control of the Company, including transactions in which shareholders
might otherwise receive a premium for the shares over then current market
prices. In addition, these provisions may limit the ability of shareholders to
approve transactions that they may deem to be in their best interests.
CONTROL BY CERTAIN SHAREHOLDERS AND MANAGEMENT. Robert E. Koski, the
Company's Chairman, and members of his family own or control approximately 41%
of the outstanding shares of Common Stock. Accordingly, the members of the Koski
family have the ability to control the election of the Company's Directors and
the outcome of certain corporate actions requiring shareholder approval and to
control the business of the Company. Such control could preclude any acquisition
of the Company and could adversely affect the price of the Common Stock.
Additionally, all Directors and Executive Officers of the Company as a group
beneficially own or control approximately 46% of the outstanding shares of
Common Stock. (See Item 12. Security Ownership of Certain Beneficial Owners and
Management).
ITEM 2. PROPERTIES
The Company's major locations include facilities in the United States,
United Kingdom, Germany, and Korea, as set forth below.
The Company owns a 66,000 square foot facility in Sarasota, Florida,
which houses manufacturing, design, marketing and other administrative
functions. The Sarasota facility does not have any financial encumbrances and is
well-suited for the design, testing and manufacture of the Company's products.
The Company also owns a 60,000 square foot manufacturing facility in
Manatee County, Florida, which is encumbered by a mortgage loan due July 1,
2006. Under the mortgage loan,
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monthly payments of principal with interest on the unpaid balance at 7.375% are
required. At January 1, 2000, $4.7 million was outstanding under this credit
facility. The Manatee County facility, constructed in 1997, has a productive
capacity similar to the Sarasota facility. At the end of 1999, the Company
installed an electric, plasma heat treat furnace, and moved its high volume
production cell to the Manatee County facility. The new heat treat furnace
doubles the Company's capacity of this critical process. With the heat treat
furnace and the high volume cell at the Manatee County facility, the Company has
substantially increased the capacity utilization at this site.
The close proximity of the United States facilities allows for quick
change and the ability to shift resources, including machinery and people, to
effectively meet changing business requirements. The Company believes the
combined productive capacity of these facilities is approximately $80 million.
The Company estimates its combined current capacity utilization to be
approximately 70%.
In addition to the two facilities in Florida, the Company in 1999
purchased additional vacant land in Manatee County, Florida, for future
manufacturing requirements. There is no mortgage on this property and the
Company believes the land to be well-suited to add over 30,000 square feet of
manufacturing capacity.
The Company owns a 10,000 square foot manufacturing facility in
Incheon, Korea, free of any encumbrances. The Company recently made improvements
to the Korean facility for certain aspects of the operation. This facility is
operating at approximately 70% of capacity.
The Company owns a 25,000 square foot manufacturing facility in
Coventry, England, free of any encumbrances. This facility has a productive
capacity of approximately $15 million and currently, is operating at 80% of its
productive capacity. The Company continues to review the possibility of
expanding its Coventry facility with an additional 12,000 square feet of
manufacturing space for future requirements.
The Company's 45,000 square foot facility in Erkelenz, Germany has a
mortgage loan with a term of eight years and a fixed interest rate of 6.05%. At
January 1, 2000, the principal balance was $1.4 million. This facility is well
suited to house equipment used for manufacturing and testing of the Company's
products. Currently, a very small portion of the manufacturing area is utilized.
The productive capacity of this facility if fully equipped is believed to be
approximately $40 million.
The Company believes that its properties have been adequately
maintained, are generally in good condition, and are suitable and adequate for
its business as presently conducted. The extent of utilization of the Company's
properties varies from time to time and among its facilities.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings other than routine
litigation incidental to its business.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS
There were no matters submitted to a vote of the security holders of
the Company through the solicitation of proxies or otherwise during the fourth
quarter of the fiscal year ended January 1, 2000.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK
AND RELATED STOCKHOLDER MATTERS
Market Information
The Common Stock of the Company has been trading publicly under the
symbol SNHY on the Nasdaq National Market since the Company's initial public
offering on January 9, 1997. The following table sets forth the high and low
closing sale prices of the Company's Common Stock as reported in the Nasdaq
National Market for the periods indicated:
High Low
1997
----
First quarter
(beginning January 9, 1997) $ 12.375 $ 10.250
Second quarter 11.875 10.375
Third quarter 12.500 11.250
Fourth quarter 12.500 11.000
1998
----
First quarter $ 14.250 $ 11.500
Second quarter 18.250 13.500
Third quarter 16.500 9.250
Fourth quarter 11.500 8.000
1999
----
First quarter $ 9.750 $ 6.375
Second quarter 9.500 6.750
Third quarter 9.250 6.875
Fourth quarter 8.000 5.750
Holders
There were 104 shareholders of record of Common Stock on March 6, 2000.
The number of record holders was determined from the records of the Company's
transfer agent and does not include beneficial owners of Common Stock whose
shares are held in the names of securities brokers, dealers, and registered
clearing agencies. The Company believes that there are approximately 2,000
beneficial owners of Common Stock.
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Dividends
The Company declared cash dividends of $.04 per share to shareholders
of record on the last day of each quarter during 1999 and 1998. These dividends
were paid on the 15th day of each month following the date of declaration.
The Company's Board of Directors currently intends to continue to pay a
quarterly dividend of $.04 per share during 2000. However, 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 the Company's profitability, financial condition, capital needs,
future prospects and other factors deemed pertinent by the Board of Directors.
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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The following summary should be read in conjunction with the
consolidated financial statements and related notes contained herein. See "Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Item 1. Business."
As of January 1, 1999, the Company changed from a calendar reporting
year ending on December 31st to a fiscal year which will end on the Saturday
closest to December 31st. Each quarter consists of two 4-week periods and one
5-week period.
YEAR ENDED YEARS ENDED DECEMBER 31,
------------ ---------------------------------------------------------
JAN 1, 2000 1998 1997 1996(4) 1995(4)
(IN THOUSANDS EXCEPT PER SHARE DATA)
STATEMENT OF INCOME DATA:
Net sales $ 69,652 $ 71,881 $ 64,198 $ 54,572 $ 55,388
Cost of sales 53,107 52,537 44,621 37,185 34,581
----------- ----------- ----------- ----------- -----------
Gross profit 16,545 19,344 19,577 17,387 20,807
Selling, engineering and
administrative expenses 12,507 11,656 11,275 12,097 (1) 10,578
----------- ----------- ----------- ----------- -----------
Operating income 4,038 7,688 8,302 5,290 10,229
Interest expense 954 837 905 823 814
Miscellaneous (income) expense 420 (1,669) 133 267 (79)
----------- ------------ ----------- ----------- -----------
Income before income taxes 2,664 8,520 7,264 4,200 9,494
Deferred tax provision (2) - - - 2,425 -
Income tax provision (benefit) (3) 833 2,873 2,554 704 633
----------- ----------- ----------- ----------- -----------
Net income $ 1,831 $ 5,647 $ 4,710 $ 1,071 $ 8,861
=========== =========== =========== =========== ===========
Basic net income
per common share $ 0.29 $ 0.89 $ 0.75 $ 0.27 $ 2.29
Weighted average
shares outstanding 6,380 6,345 6,308 3,978 3,878
Diluted net income
per common share $ 0.28 $ 0.87 $ 0.73 $ 0.26 $ 2.15
Weighted average diluted
shares outstanding 6,569 6,531 6,499 4,178 4,123
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YEAR ENDED YEARS ENDED DECEMBER 31,
------------ ---------------------------------------------------------
JAN 1, 2000 1998 1997 1996(4) 1995(4)
(IN THOUSANDS EXCEPT PER SHARE DATA)
OTHER FINANCIAL DATA:
Depreciation and amortization $ 5,043 $ 4,387 $ 3,706 $ 2,857 $ 2,556
Capital expenditures 7,897 8,137 6,490 16,963 7,657
BALANCE SHEET DATA:
Cash and cash equivalents $ 1,122 $ 1,592 $ 1,249 $ 1,038 $ 2,434
Working capital 8,717 5,629 6,100 958 4,326
Total assets 64,074 61,019 53,389 48,416 33,864
Total debt 14,342 11,907 9,564 17,218 6,186
Shareholders' equity 41,176 40,015 35,000 22,397 21,529
(1) Includes a non-recurring, non-cash compensation expense of $1.4 million
related to the termination of employee phantom stock compensation agreements
and the issuance of options to Directors. Excluding such expense, pro forma
net income for the twelve months ended December 31, 1996, would have been
approximately $3.8 million.
(2) Resulting from the termination of the Company's S Corporation status as of
December 31, 1996.
(3) The Company previously operated as an S Corporation. Therefore, the
historical income tax provision for the years ended December 31, 1995 and
December 31, 1996 represents primarily foreign taxes.
(4) Pro forma net income is based on historical income as adjusted to reflect a
provision for income taxes calculated using the statutory rates in effect
during the applicable periods, as if the Company had been a C Corporation
since inception. Unaudited pro forma net income was $2,617 and $5,883 for
the years ended December 31, 1996 and 1995, respectively. Pro forma net
income per share is based on estimated weighted average number of shares
outstanding during the period, after giving effect to the reorganization and
the initial public offering. Unaudited diluted pro forma net income per
share was $0.40 and $0.92 for the years ended December 31, 1996 and 1995,
respectively.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Sun Hydraulics Corporation is a leading designer and manufacturer of
high-performance screw-in hydraulic cartridge valves and manifolds, which
control force, speed and motion as integral components in fluid power systems.
The Company sells its products globally, primarily though independent
distributors. Approximately 66% of product sales are used by the mobile market,
characterized by applications where the equipment is not fixed in place, the
operating environment is often unpredictable, and duty cycles are generally
moderate to low. The remaining 34% of sales are used by industrial markets,
which are characterized by equipment that is fixed in place, typically in a
controlled environment, with higher pressures and duty cycles. The Company sells
to both markets with a single product line. In 1999, the Company generated
approximately 37% of its net sales outside of the United States, and its single
largest end-user customer represented less than 3% of net sales.
Demand for the Company's products is dependent on demand for the
capital goods into which the products are incorporated. The capital goods
industries in general, and the fluid power industry specifically, are subject to
economic cycles. In the last half of 1998, and throughout 1999, the Company
experienced little or negative growth due to a slowdown in many of the capital
goods industries that use the Company's products. According to the National
Fluid Power Association (the fluid power industry's trade association in the
United States), United States orders for mobile hydraulic products were down
5.2% in 1999 compared to 1998, and orders of industrial hydraulic products were
down 3.5% for the same time period. Shipments of mobile hydraulic products were
down 6.7% in 1999, compared to 1998, and shipments of industrial hydraulic
products were down 10.3% for the same time period.
The Company's orders decreased 1.1% in 1999, compared to 1998, which
management believes is largely attributable to the aforementioned slowdown in
the capital goods industries. For the first three quarters of 1999, orders
decreased 5.8%, compared to the first three quarters of 1998, with the decrease
evident in all major markets with the exception of Asia. During the fourth
quarter of 1999, orders increased 13.1% compared to the fourth quarter of 1998,
with increases evident in all major markets. Management believes that the order
increase is indicative of an upturn in the business cycle of the capital goods
industries.
The Company's net sales decreased 3.1% in 1999, compared to 1998. North
American distributor inventories of Sun products decreased approximately 5.7%
from December 1998 to December 1999, consistent with the slowdown in the capital
goods industries. Net sales and operating profits were adversely affected in the
United States operation, primarily in the second quarter, and the United Kingdom
operation in the fourth quarter, due to the implementation of new,
fully-integrated manufacturing software systems. Decreases seen in all major
markets except Germany were partially offset by the incremental net sales gain
related to acquisition of the Korean subsidiary in the fourth quarter of 1998.
On the positive side, the supplier initiative begun during the fourth quarter of
1998 contributed favorably to operating profits, especially in the second half
of 1999.
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For the past two years, the Company has focused its efforts on
increasing its productive capacity in anticipation of a business cycle upturn.
Capacity expansion plans are substantially complete and management believes the
Company has the necessary capacity to meet the expected increase in demand for
its products.
Geographic Highlights
In 1999, the Company continued to expand its geographic presence and to
concentrate on capacity expansion programs:
United States: In late 1999, the high-volume production cell was
relocated from the Company's Sarasota facility to its Manatee facility
and a new heat treat operation was installed at that site. The move was
completed with minimal disruption to production. The space vacated by
the move of the cell is being reconfigured with a focus on improving
the manufacturing, assembly and testing processes used for products
that are required in lower volumes and the processes used in new
product development. With these arrangements, the Company believes it
has the productive capacity to respond to market demands for the
foreseeable future.
England: The plans to expand the facility in England are still under
review but may be partially implemented in 2000.
Germany: The German facility began production of limited quantities of
manifolds for local customers and continued design work on new
cartridge valves. It is anticipated that this facility will begin
assembling and testing cartridge valves for the European market in
2000, including the Company's new electrically actuated (solenoid)
cartridge valves.
Korea: The business climate in Korea has improved and the Company's
Korean subsidiary has seen increased sales. To date, no cash flow
problems have been evident relating to the financial restructuring at
Daewoo Group, the largest Korean customer. The Company is currently
reviewing the assembly of some of its cartridge valves at its Korean
facility for sale in the Korean market.
China: The joint venture in China has begun production of manifold
products and had a minimal amount of sales in 1999. The Company expects
sales from the joint venture to increase in 2000, but not to the extent
that they will have a material effect on profit.
Orders for the Company's series `0' products continued to increase in
1999. Orders for the Company's electrically actuated (solenoid) products,
introduced in Europe in April 1999 and to North American distributors in
September 1999, are not yet significant. Management believes the demand for
these products will build slowly as distributors and customers evaluate product
performance and begin to build stock. It is expected that the availability of
solenoid cartridges
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will have a long-term positive effect on demand for manifolds and the Company's
non-solenoid cartridge valves.
The Company has always encouraged the hydraulics industry to recognize
the benefits associated with the cavity structure and design ideas utilized in
its products. Management believes the adoption by other companies of the cavity
structure utilized by the Company will increase its total market opportunities.
As part of its efforts to encourage the use of its cavity structure and
cartridge design in the marketplace, the Company is in the process of finalizing
a non-exclusive manufacturing license agreement with Mannesmann Rexroth, A.G.
The agreement allows the licensee to manufacture specified products under its
own label. Additionally, Mannesmann Rexroth will brand label some products
manufactured by the Company and utilize other of the Company's products in
systems that Rexroth produces. The Company believes the endorsement evidenced by
Mannesmann Rexroth's adoption of its cavity structure and cartridge valve design
will further expand the market opportunities for its products. The Company
anticipates it will evaluate similar agreements with other manufacturers of
fluid power components when it would be of strategic benefit. Utilization of the
Company's unique design by other cartridge valve manufacturers offers an
opportunity for the Company's cavity to be recognized as an industry standard.
Results of Operations
The following table sets forth, for the periods indicated, certain
items in the Company's statements of income as a percentage of net sales.
YEAR ENDED YEARS ENDED DECEMBER 31,
----------- ----------------------------------
JAN 1, 2000 1998 1997 1996(4)
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 76.2 73.1 69.5 68.1
----- ----- ----- -----
Gross profit 23.8 26.9 30.5 31.9
Selling, engineering and
administrative expenses 18.0 16.2 17.6 22.2
----- ----- ----- -----
Operating income 5.8 10.7 12.9 9.7
Interest expense 1.4 1.2 1.4 1.5
Miscellaneous (income) expense 0.6 (2.3) 0.2 0.5
----- ----- ----- -----
Income before income taxes 3.8% 11.8% 11.3% 7.7%
===== ===== ===== =====
Comparison of Years Ended January 1, 2000 and December 31, 1998
Net Sales
Net sales decreased 3.1%, or $2.2 million, to $69.7 million in fiscal
1999, compared to $71.9 million in 1998. Excluding the Korean operation,
acquired in September 1998, net sales decreased approximately 6.2%, or $4.4
million. This decrease was due primarily a slowdown in the capital goods
industry, and thus, the fluid power industry. Many agricultural, mining, paper
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27
and machine tool equipment makers saw significant volume declines in 1999.
Domestic net sales decreased $4.9 million, European net sales decreased $0.6
million, and Asian net sales, excluding Korea, were flat for the year with a
large increase in the fourth quarter of 1999 over the fourth quarter of 1998.
Gross Profit
Gross profit decreased to $16.5 in fiscal 1999, compared to $19.3
million in 1998. Gross profit as a percentage of net sales decreased to 23.8% in
1999, from 26.9% in 1998. The decrease in gross profit as a percent of sales was
due primarily to lower net sales spread over a higher fixed cost base. Also,
productivity in the United States and United Kingdom operations were adversely
affected by the implementation of new, fully integrated manufacturing systems.
The resultant increases in direct labor and related expenses were partially
offset by reduced material costs related to the Company's supplier initiative
program.
Selling, Engineering and Administrative Expenses
Selling, engineering and administrative expenses increased $0.9
million, or 7.3%, to $12.5 million in 1999, compared to $11.7 million in 1998.
Approximately, $0.3 million of the increase was due to the Korean operation
acquired in September 1998. The balance of the increase represents higher wages,
increased advertising, and one time system implementation costs offset by lower
pension costs.
Interest Expense
Interest expense was $1.0 million and $0.8 million in 1999 and 1998,
respectively. The interest expense related to long-term mortgages and related
party debt decreased while interest on the unsecured and secured lines of credit
in the United States increased $0.2 million. The new secured line of credit was
used to facilitate cash flow related to specific capital acquisitions over a
four-year term.
Miscellaneous (Income) Expense
Miscellaneous expense was $0.4 million in 1999 compared to $1.7 million
of income in 1998. In 1998, the Company received a $1.7 million payment in
settlement of a business- interruption insurance claim. This claim was related
to a fire in September 1996, at the Manatee County facility while it was under
construction, and delayed the opening of operations. Other expenses increased
primarily as the result of the disposal of certain equipment in the United
States operation no longer used in production, equity losses on the joint
venture in China, and foreign currency exchange transactions.
Income Taxes
The provision for income taxes for the year ended January 1, 2000, was
31.3% of pretax income compared to 33.7% for the year ended December 31, 1998.
Excluding income from the Korean operation, the provision for income taxes in
the twelve months ended January 1, 2000,
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28
was 32.5%, compared to 33.2% in 1998. Tax savings were realized in the United
States from the Sun Hydraulics Foreign Sales Corporation and in Korea from
provisions of local law.
Comparison of Years Ended December 31, 1998 and 1997
Net Sales
Net sales increased 12.0%, or $7.7 million, to $71.9 million in 1998,
compared to $64.2 million in 1997. Domestic net sales increased 15.6%, or $6.6
million, to a total of $48.5 million in 1998, compared to $42.0 million in 1997.
Domestic orders were flat year to year and the increase in domestic net sales
was due primarily to an equivalent backlog reduction as a result of improved
product delivery lead times. International net sales increased 5.0%, or $1.1
million, to $23.4 million in 1998, compared to $22.2 million in 1997. European
net sales increased $1.6 million, or 10.7% in 1998 compared to 1997. Asian net
sales decreased $1.2 million or 29.8% in 1998 compared to 1997.
Gross Profit
Gross profit decreased slightly to $19.3 in 1998, compared to $19.6 in
1997. Gross profit as a percentage of net sales decreased to 26.9% in 1998 from
30.5% in 1997. The decrease in gross profit as a percent of sales was due
primarily to increased manufacturing prime costs in the United States operation.
Material costs increased as a percentage of net sales due to a full year effect
of increases incurred primarily in the second half of 1997. These increases in
1997 related to parts cost increases primarily for engineering design changes
and the outsourcing of parts. Direct labor and related direct expenses did not
decrease appreciably as a percentage of net sales due to inefficiencies incurred
to improve product delivery lead times.
Selling, Engineering and Administrative Expenses
Selling engineering and administrative expenses increased $0.4 or 3.4%
to $11.7 million in 1998, compared to $11.3 million in 1997. Increases in
compensation, travel and meetings were offset by decreases in trade show,
catalogue and general business expenses. The acquisition of Sun Korea
contributed approximately $0.2 million to selling, engineering and
administrative expenses. These expenses as a percentage of net sales decreased
to 16.2% in 1998 from 17.6% in 1997.
Interest Expense
Interest expense was $0.8 million and $0.9 million in 1998 and 1997,
respectively. The interest expense related to long-term mortgages and related
party debt decreased; however, this was offset by increased interest on the
unsecured line of credit.
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Miscellaneous (Income) Expense
Miscellaneous income was $1.7 million in 1998 compared to $0.1 million
of expense in 1997. In 1998, the Company received a $1.7 million payment in
settlement of a business- interruption insurance claim. This claim was related
to a fire in September 1996, at the Manatee County facility while it was under
construction, and delayed the opening of operations.
Income Taxes
The provision for income taxes for the year ended December 31, 1998 was
33.7% of pretax income compared to 35.2% for the year ended December 31, 1997.
The decrease in the effective tax rate from 1997 to 1998, was due primarily to
the mix of pretax income between the Company's operating segments and the
resolution of tax audits.
Prior to January 1, 1997, the Company was an S Corporation for federal
and state income tax purposes. As a result, the Company was not subject to
federal and state income taxes, but was subject to foreign taxes. The Company
terminated its S Corporation status as of December 31, 1996, and since that date
has been subject to federal and state income taxes. Upon termination of its S
Corporation status, the Company recognized approximately $2.4 million of
deferred income taxes in the year ended December 31, 1996.
QUARTERLY RESULTS OF OPERATIONS
Quarter Ended
Jan 1 Sep 30 Jun 30 Mar 31 Dec 31 Sep 30 Jun 30 Mar 31
2000 1999 1999 1999 1998 1998 1998 1998
(in thousands)
Net Sales $ 17,602 $ 17,664 $ 15,921 $ 18,465 $ 17,500 $ 17,664 $ 17,584 $ 19,133
Cost of sales 13,007 13,174 12,982 13,945 13,459 13,132 12,599 13,347
--------- -------- -------- --------- --------- --------- --------- ---------
Gross profit 4,595 4,490 2,939 4,520 4,041 4,532 4,985 5,786
Selling, engineering
and administrative
expenses 3,191 3,157 3,068 3,092 2,745 2,864 3,033 3,014
--------- -------- -------- --------- --------- --------- --------- ---------
Operating income 1,404 1,333 (129) 1,428 1,296 1,668 1,952 2,772
Interest expense 261 264 176 253 130 216 231 260
Miscellaneous (income)
expense 108 178 36 97 (81) (1,586) (1) (45) 43
--------- -------- -------- --------- --------- --------- --------- ---------
Income before income
taxes 1,035 891 (341) 1,078 1,247 3,038 1,766 2,469
Tax provision 300 303 (125) 355 443 1,015 586 829
--------- -------- -------- --------- --------- --------- --------- ---------
Net Income $ 735 $ 588 $ (216) $ 723 $ 804 $ 2,023 $ 1,180 $ 1,640
========= ======== ======== ========= ========= ========= ========= =========
(1) Includes a business-interruption insurance claim of $1,661, net of expenses.
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30
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company's primary source of capital has been cash
generated from operations, although short-term fluctuations in working capital
requirements have been met through borrowings under revolving lines of credit as
needed. The Company's principal uses of cash have been to pay operating
expenses, dividends to shareholders, to make capital expenditures, and to
service debt.
At January 1, 2000, the Company had working capital of $8.7 million.
Cash flow from operations in 1999 was $5.6 million, compared to $8.6 million in
1998 and $6.5 million in 1997. The decrease in the Company's cash flow from
operations in 1999 compared to 1998 was due primarily to a decrease in net
income of $3.8 million offset by an increase in depreciation and amortization of
$0.7 million. The increase in the Company's cash flow from operations in 1998
compared to 1997 was due primarily to an increase in net income of $0.9 million
and an increase in depreciation of $0.7 million.
Capital expenditures were $7.9 million in 1999 compared to $8.1 million
in 1998, and $6.5 million in 1997. In 1999, $6.0 million was spent in the United
States operations, $1.3 million was spent in the United Kingdom, $0.5 was spent
in Germany, and $0.1 million was spent in Korea. In 1998, $6.1 million was spent
in the United States operations, $1.2 million was spent in the United Kingdom,
and $0.8 million was spent in Germany.
In 1996, the Company was awarded a grant of $0.4 million by the German
government, which helped to offset the cost of the German facility. The grant
required that the German operation employ 26 people by June 30, 1998. This
deadline has been extended and negotiations to determine the amount of the grant
that may have to be repaid are in progress. This amount has been recorded as a
deferred grant. Any repayment would only affect cash and would have no effect on
net income.
The Company has three revolving lines of credit: one in the United
States, one in England, and one in Germany. None of these arrangements contain
pre-payment penalties.
On July 23, 1999, the Company replaced its $10.0 million unsecured
revolving credit facility with a five year, secured, revolving credit facility
of $7.5 million, and a one year unsecured, revolving credit facility of $5.0
million. The $7.5 million credit facility has an interest rate equal to the bank
lender's prime rate less 1% for the first year, and the treasury bill rate plus
1.75% for the remaining four years. The $5.0 million credit facility has an
interest rate equal to the bank lender's prime rate less 1% or LIBOR plus 1.9%
for predetermined periods of time, at the Company's option. At January 1, 2000,
the interest rates were both 7.50% and the balances were $4.6 million and $2.2
million, respectively.
A 10-year mortgage loan of $6.2 million was obtained in May 1996 at a
fixed interest rate of 8.25% for construction of the Manatee County facility.
Terms on the construction note were interest-only on the balance drawn down
through the completion of construction and then conversion to a 10-year mortgage
note with a 15-year amortization schedule. In April 1999, this mortgage note was
renegotiated to an interest rate of 7.375%. Terms are monthly principal and
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31
interest payments with remaining principal due July 1, 2006. At January 1, 2000,
$4.7 million was outstanding on this facility.
In May 1996, the Company obtained a mortgage loan of approximately $2.4
million, denominated in German marks, for the new facility in Erkelenz, Germany.
This loan had a term of 12 years with variable interest of 6.47%. During 1999,
the Company renegotiated this loan with a mortgage note, bearing fixed interest
at 6.05% and a maturity date of September 30, 2008. At January 1, 2000, $1.4
million was outstanding under this mortgage note.
In February 1999, the Company negotiated three loans in Germany secured
by equipment, a ten year 5.1% fixed interest rate loan for approximately $0.3
million, a ten year 5.1% fixed interest rate loan for approximately $0.1
million, and a ten year 3.5% fixed interest rate loan for approximately $0.8
million. At January 1, 2000, the outstanding balance on these facilities was
approximately $0.9 million.
The Company believes that cash generated from operations and its
borrowing availability under its revolving lines of credit will be sufficient to
satisfy the Company's operating expenses and capital expenditures for the
foreseeable future.
The Company declared quarterly dividends of $0.04 per share to
shareholders of record on the last day of each quarter in 1999 and 1998. These
dividends were paid on the 15th day of each month following the date of
declaration.
YEAR 2000 READINESS DISCLOSURE
The following is a summary of actions taken by the Company during the
years preceding January 1, 2000 in anticipation of the year 2000 transition and
the potential problems that computer systems and embedded technology could
experience handling dates beyond the year 1999.
In order to address potential computer problems arising in connection
with the year 2000, the Company devised the following four-phased approach: (1)
assessment, (2) testing, (3) renovation and (4) validation. With regard to its
internal operations, the assessment phase consisted of the inventory of all
systems, including hardware, software and embedded systems (such as the
Company's CNC equipment) in all of Company's locations, the identification of
all critical applications, and the collection of all internal source codes. The
testing phase included the testing of the Company's critical applications for
year 2000 readiness. The Company defined "year 2000 ready" to mean that neither
the performance nor functionality of any of its critical systems, including both
information technology and non-information technology systems, would be
materially affected by dates prior to, during and after the year 2000. The
renovation phase involved the replacement of all non-compliant systems with year
2000 compliant systems. The validation phase involved the re-testing of all
upgraded systems.
As of January 1, 2000, all material aspects of the Company's internal
year 2000 plan had been completed. As a result of its assessment and testing
phases, the Company identified and
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32
modified certain software subsystems and routines that required modification to
be fully year 2000 compliant. In addition, the Company replaced the computer
operating systems in its United States Sarasota facility and in its United
Kingdom facility with "enterprise-wide manufacturing systems" that are year 2000
ready.
The Company also has assessed the year 2000 readiness of its key
suppliers by inquiring about their year 2000 readiness and, whenever possible,
obtaining year 2000 readiness warranties or statements as to their readiness. No
major vendor issues were reported over the year 2000 transition.
The Company estimates that, as of January 1, 2000, the cost of
remediating/replacing its internal systems was approximately $1.3 million. The
Company funded this effort through operating cash flows. This estimate includes
remediation of key information technology and non-information technology
systems, but does not include the potential costs related to any customer or
other claims and the costs of any disruptions caused by suppliers not being year
2000 ready. This estimate is based on a current assessment of the year 2000
project and is subject to change.
Because the Company experienced no major year 2000-related issues
internally or externally over the year 2000 transition, it does not currently
believe that it will incur material costs or experience material disruptions in
its business associated with the year 2000. However, there can be no assurance
that year 2000 issues will not be uncovered in the future or that the costs of
any such year 2000 issues will not have a material impact on the Company's
business, operations or financial condition in future periods.
SEASONALITY
The Company's generally has experienced reduced activity during the
fourth quarter of the year, largely as a result of fewer working days due to
holiday shutdowns. As a result, the Company's fourth quarter net sales, income
from operations and net income typically are the lowest of any quarter during
the year. However, during fiscal 1999, due to the Company's poor second quarter
results, this was not the case.
INFLATION
The impact of inflation on the Company's operating results has been
moderate in recent years, reflecting generally lower rates of inflation in the
economy. While inflation has not had, and the Company does not expect that it
will have, a material impact upon operating results, there is no assurance that
the Company's business will not be affected by inflation in the future.
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33
Euro
On January 1, 1999, eleven member countries of the European Union
established fixed conversion rates between their national currencies and the
"euro," which will ultimately result in the replacement of the currencies of
these participating countries with the euro (the "Euro Conversion"). The Company
has assessed the potential impact of the Euro Conversion and has initiated an
internal analysis to plan for the conversion and implement remediation measures.
The Company's German operation converted its functional currency to the Euro in
January 2000. Costs associated with the Euro Conversion are being expensed by
the Company during the period in which they are incurred and are not currently
anticipated to be material. The Company presently believes that, with
remediation measures, any material risks associated with the Euro Conversion can
be mitigated.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk from changes in interest rates on
borrowed funds, which could affect its results of operations and financial
condition. At January 1, 2000, the Company had approximately $6.8 million in
variable-rate debt outstanding and, as such, the market risk is immaterial based
upon a 10% increase or decrease in interest rates. The Company manages this risk
by selecting unsecured debt financing at its lenders' prime rate less 1%, or the
Libor rate plus 1.9%, whichever is the more advantageous.
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; and (vi) 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,
33
34
which directly affect customer orders, lead times and sales volume; (ii)
conditions in the capital markets, including the interest rate environment and
the 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; and (vi) 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 "Business," particularly under the subheading,"Business Risk
Factors" and "Management's Discussion and Analysis of Financial Conditions and
Results of Operations" in this Form 10-K for the year ended January 1, 2000. 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.
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35
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to financial statements:
Report of Independent Certified Public Accountants 36
Consolidated Balance Sheets as of January 1, 2000
and December 31, 1998 37
Consolidated Statements of Income for the years ended
January 1, 2000, December 31, 1998, and 1997 38
Consolidated Statements of Changes in Shareholders'
Equity and Comprehensive Income for the years
ended January 1, 2000, December 31, 1998,
and 1997 39
Consolidated Statements of Cash Flows for the years ended
January 1, 2000, December 31, 1998, and 1997 40
Notes to Consolidated Financial Statements 41
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36
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders
of Sun Hydraulics Corporation
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, changes in shareholders' equity and
comprehensive income, and of cash flows present fairly, in all material
respects, the financial position of Sun Hydraulics Corporation and its
subsidiaries at January 1, 2000 and December 31, 1998, and the results of their
operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
PricewaterhouseCoopers LLP
Tampa, Florida
March 6, 2000
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37
SUN HYDRAULICS CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
JANUARY 1, DECEMBER 31,
2000 1998
------- -------
ASSETS
Current assets:
Cash and cash equivalents $ 1,122 $ 1,592
Accounts receivable, net of allowance for
doubtful accounts of $196 and $169 6,260 5,342
Inventories 8,131 8,125
Taxes receivable 455 --
Other current assets 591 891
------- -------
Total current assets 16,559 15,950
Property, plant and equipment, net 46,529 44,003
Other assets 986 1,066
------- -------
Total assets $64,074 $61,019
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,712 $ 2,877
Accrued expenses and other liabilities 1,464 2,065
Long-term debt due within one year 3,033 4,302
Notes payable to related parties due within one year 378 578
Dividends payable 255 254
Income taxes payable -- 245
------- -------
Total current liabilities 7,842 10,321
Long-term debt due after one year 10,830 6,461
Notes payable to related parties due after one year 101 566
Deferred income taxes 4,125 3,656
------- -------
Total liabilities 22,898 21,004
------- -------
Commitments and contingencies (Note 17)
Shareholders' equity:
Preferred stock -- --
Common stock 6 6
Capital in excess of par value 24,486 24,386
Retained earnings 16,173 15,363
Accumulated other comprehensive income 511 260
------- -------
Total shareholders' equity 41,176 40,015
------- -------
Total liabilities and shareholders' equity $64,074 $61,019
======= =======
The accompanying Notes to the Consolidated Financial Statements are an integral
part of these financial statements.
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38
SUN HYDRAULICS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE YEAR ENDED
-------------------------------------------
JANUARY 1, DECEMBER 31, DECEMBER 31,
2000 1998 1997
------- -------- -------
NET SALES $69,652 71,881 $64,198
Cost of sales 53,107 52,537 44,621
------- -------- -------
GROSS PROFIT 16,545 19,344 19,577
Selling, engineering and
administrative expenses 12,507 11,656 11,275
------- -------- -------
OPERATING INCOME 4,038 7,688 8,302
Interest expense 954 837 905
Other miscellaneous (income) expense 420 (1,669) 133
------- -------- -------
INCOME BEFORE INCOME TAXES 2,664 8,520 7,264
Income tax provision 833 2,873 2,554
------- -------- -------
NET INCOME $ 1,831 $ 5,647 $ 4,710
======= ======== =======
BASIC NET INCOME PER COMMON SHARE $ 0.29 $ 0.89 $ 0.75
WEIGHTED AVERAGE SHARES OUTSTANDING 6,380 6,345 6,308
DILUTED NET INCOME PER COMMON SHARE $ 0.28 $ 0.87 $ 0.73
WEIGHTED AVERAGE DILUTED SHARES OUTSTANDING 6,569 6,531 6,499
The accompanying Notes to the Consolidated Financial Statements are an integral
part of these financial statements.
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39
SUN HYDRAULICS CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
AND COMPREHENSIVE INCOME
(IN THOUSANDS)
ACCUMULATED
CAPITAL IN OTHER
COMMON EXCESS OF RETAINED COMPREHENSIVE
SHARES STOCK PAR VALUE EARNINGS INCOME TOTAL
------ -------- ---------- --------- ------ ---------
Balance, December 31, 1996 4,000 $ 2,179 $ 2,719 $ 17,450 $ 49 $ 22,397
Net proceeds from stock offering 2,300 2 19,250 19,252
Distributions to shareholders (10,545) (10,545)
Dividends declared (883) (883)
Merger with Sun Holdings (Note 2) (2,175) 2,123 (52)
Exercise of stock options 22 71 71
Comprehensive income:
Net income 4,710 4,710
Foreign currency translation adjustments 50 50
---------
Comprehensive income 4,760
----- -------- -------- --------- ----- ---------
Balance, December 31, 1997 6,322 6 24,163 10,732 99 35,000
Dividends declared (1,016) (1,016)
Exercise of stock options 39 223 223
Comprehensive income:
Net income 5,647 5,647
Foreign currency translation adjustments 161 161
---------
Comprehensive income 5,808
----- -------- -------- --------- ----- ---------
Balance, December 31, 1998 6,361 6 24,386 15,363 260 40,015
Dividends declared (1,021) (1,021)
Exercise of stock options 22 75 75
Issue of stock 2 13 13
Tax effect of non-qualified stock options 12 12
Comprehensive income:
Net income 1,831 1,831
Foreign currency translation adjustments 251 251
--------
Comprehensive income 2,082
----- -------- -------- --------- ----- ---------
Balance, January 1, 2000 6,385 $ 6 $ 24,486 $ 16,173 $ 511 $ 41,176
===== ======== ======== ========= ===== =========
The accompanying Notes to the Consolidated Financial Statements are an integral
part of these financial statements.
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40
SUN HYDRAULICS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
FOR THE YEAR ENDED
FOR THE YEAR ENDED
--------------------------------------------
JANUARY 1, DECEMBER 31, DECEMBER 31,
2000 1998 1997
-------- ------- --------
Cash flows from operating activities:
Net income $ 1,831 $ 5,647 $ 4,710
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 5,043 4,387 3,706
(Gain)/Loss on disposal of assets 281 -- --
Compensation expense of stock options 13 -- --
Provision for deferred income taxes 481 453 625
(Increase) decrease in:
Accounts receivable (945) (665) (1,070)
Allowance for doubtful accounts 27 122 47
Inventories (6) (877) (2,324)
Income tax receivable, net (700) -- --
Other current assets 300 38 200
Other assets 30 86 962
Increase (decrease) in:
Accounts payable (165) (167) (426)
Accrued expenses and other liabilities (601) (279) 213
Income taxes payable, net -- (135) (81)
Other liabilities -- -- (20)
-------- ------- --------
Net cash provided by operating activities 5,589 8,610 6,542
-------- ------- --------
Cash flows from investing activities:
Investment in acquisition and joint venture (1,110) --
Capital expenditures (7,897) (8,137) (6,490)
Proceeds from dispositions of equipment 96 143 207
-------- ------- --------
Net cash used in investing activities (7,801) (9,104) (6,283)
-------- ------- --------
Cash flows from financing activities:
Proceeds from debt 13,206 9,323 5,580
Repayment of debt (10,106) (7,039) (12,579)
Repayment of notes payable to related parties (663) (765) (655)
Proceeds from exercise of stock options 75 223 71
Net proceeds from stock offering -- -- 19,252
Cash paid for Sun Holdings merger -- -- (52)
Dividends to shareholders (1,021) (983) (663)
Distributions to shareholders -- -- (11,052)
-------- ------- --------
Net cash provided by (used in) financing activities 1,491 759 (98)
-------- ------- --------
Adjustment for other comprehensive income 251 78 50
-------- ------- --------
Net increase (decrease) in cash and cash equivalents (470) 343 211
Cash and cash equivalents, beginning of period 1,592 1,249 1,038
-------- ------- --------
Cash and cash equivalents, end of period $ 1,122 $ 1,592 $ 1,249
======== ======= ========
Supplemental disclosure of cash flow information:
Cash paid for:
Interest $ 1,002 $ 954 $ 1,206
======== ======= ========
Income taxes $ 1,052 $ 2,555 $ 2,010
======== ======= ========
The accompanying Notes to the Consolidated Financial Statements are an integral
part of these financial statements.
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SUN HYDRAULICS CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS EXCEPT PER SHARE DATA)
1. BUSINESS
Sun Hydraulics Corporation and its wholly-owned subsidiaries (the
"Company") design, manufacture and sell screw-in cartridge valves and manifolds
used in hydraulic systems. The Company has facilities in the United States, the
United Kingdom, Germany, and Korea. Sun Hydraulics Corporation ("Sun
Hydraulics"), with its main offices located in Sarasota, Florida, designs,
manufactures and sells through independent distributors in the United States.
Sun Hydraulik Holdings Limited ("Sun Holdings"), a wholly-owned subsidiary of
Sun Hydraulics, was formed to provide a holding company vehicle for the
European market operations; its wholly-owned subsidiaries are Sun Hydraulics
Limited (a British corporation, "Sun Ltd.") and Sun Hydraulik GmbH (a German
corporation, "Sun GmbH"). Sun Ltd. operates a manufacturing and distribution
facility located in Coventry, England, and Sun GmbH, located in Erkelenz,
Germany, designs, manufactures and markets the Company's products in
German-speaking European markets. Sun Hydraulics Korea Corporation ("Sun
Korea"), a wholly-owned subsidiary of Sun Hydraulics, was acquired September
28, 1998 (see Note 2). Sun Korea, located in Inchon, South Korea, operates a
manufacturing and distribution facility.
2. REORGANIZATION AND INITIAL PUBLIC OFFERING
In January 1997, Sun Hydraulics effected a 9.90372627 for 1 stock
split. All prior year share amounts reflected in the financial statements
include the effect of the stock split. Additionally, Sun Hydraulics issued
374,811 shares of common stock and made a nominal cash payment of $52 in
exchange for all of the issued and outstanding stock of Sun Holdings (the
"Reorganization"). The Reorganization was accounted for in a manner similar to
a pooling of interests except for shares held by the minority shareholders
which were accounted for at the fair market value of their proportionate share
of related assets and liabilities, which approximated book value on the date of
the transaction.
The Company filed a Registration Statement on Form S1 with the
Securities and Exchange Commission effective January 9, 1997, and issued
2,300,000 shares of common stock in an initial public offering ("IPO"), with an
initial offering price of $9.50. The IPO net proceeds of $19,252, the exchange
of shares with Sun Holdings, and the distribution of previously taxed S
Corporation retained earnings are reflected in the statement of changes in
shareholders' equity and comprehensive income.
The $19,252 of net proceeds from the IPO were used as follows: an S
Corporation distribution of $9,446, representing 90% of the total distribution
of $10,545 was made, $7,676 was paid to extinguish debt, $1,000 was paid to
reduce the mortgage on the United States construction loan, and $1,130 was
retained as working capital.
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The Company has 20,000,000 authorized shares of common stock, par
value $0.001, with 6,384,948 shares outstanding at January 1, 2000. The Company
also has 2,000,000 authorized shares of preferred stock, par value $0.001, with
no shares outstanding.
3. ACQUISITION AND JOINT VENTURE
On September 28, 1998, Sun Hydraulics acquired 100% of the equity
shares of Korea Fluid Power Co. Ltd., which had been the Company's exclusive
distributor in South Korea since 1988. This wholly-owned subsidiary's name was
changed to Sun Hydraulics Korea Corporation in January 1999. The acquisition
price paid by the Company was $860. The amounts paid in excess of the net book
value have been capitalized as goodwill, and are amortized over a period of 15
years. Goodwill is recorded under other assets in the Company's financial
statements, and was $520, net of amortization as of January 1, 2000.
On November 1, 1998, Sun Hydraulics entered into a 50/50 joint venture
agreement ("joint venture") with Links Lin, the owner of Sun Hydraulics
Corporation's Taiwanese distributor. This agreement provides for an initial
capital contribution of $250, which is recorded in Investment in joint venture
in the Company's financial statements.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies followed in the
preparation of the Company's consolidated financial statements is set forth
below:
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts and
operations of Sun Hydraulics and its direct and indirect subsidiaries. All
significant intercompany accounts and transactions are eliminated in
consolidation.
MANAGEMENT ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
52 WEEK FISCAL YEAR
Commencing in 1999, the Company implemented a fiscal year which ends
on the Saturday nearest to the end of the month of December. Each quarter
consists of two 4-week periods and one 5-week period.
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CASH AND CASH EQUIVALENTS
The Company considers all short-term highly liquid investments
purchased with an original maturity of three months or less to be cash
equivalents.
INVENTORIES
Inventories are valued at the lower of cost or market, cost being
determined on a first-in, first-out basis.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at cost. Expenditures for
repairs and improvements that significantly add to the productive capacity or
extend the useful life of an asset are capitalized. Repairs and maintenance are
expensed as incurred. Depreciation is computed using the straight line method
over the following useful lives:
Years
-------
Software and computer equipment 3 - 5
Machinery and equipment 4 - 12
Furniture and fixtures 4 - 10
Leasehold and land improvements 5 - 15
Buildings 40
CAPITALIZED SOFTWARE COSTS
Capitalized software costs are accounted for under "Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use" ("SOP 98-1")
and are recorded at cost less accumulated depreciation. Software is capitalized
upon the successful testing of the system. Depreciation is charged to income
over the estimated useful life of the software. The amount recorded under SOP
98-1 during 1999, was $528, and was capitalized upon completion.
VALUATION ASSESSMENT OF LONG-LIVED ASSETS
Management periodically evaluates long-lived assets for potential
impairment and will reserve for impairment whenever events or changes in
circumstances indicate the carrying amount of the assets may not be fully
recoverable. As of January 1, 2000, management does not believe that an
impairment reserve is required.
OTHER ASSETS
Other assets include goodwill and other acquisition costs of $817, net
of amortization, related to the acquisition of Sun Korea, and an equity
investment in the Company's joint venture
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of $146, which are discussed further in Note 2. Goodwill, which represents the
excess of purchase price of acquisitions over the fair value of the net assets
acquired, is carried at cost, net of accumulated amortization and amortized on
a straight-line basis over fifteen years. Other acquisition costs are carried
at cost, net of accumulated amortization and amortized on a straight-line basis
over fifteen years. The equity investment is established at cost and adjusted
for investment income or loss and dividend distributions for each period.
REVENUE RECOGNITION
Sales are recognized when products are shipped. Sales incentives are
granted to customers based upon the volume of purchases. These sales incentives
are recorded at the time of sales as a reduction of gross sales.
RESEARCH AND DEVELOPMENT EXPENSE
Included in selling, engineering and administrative expenses are
amounts incurred for research and development costs paid to third parties for
the Company's manufacturing processes and related software which approximated
$50, $466, and $630 for the years ended January 1, 2000, December 31, 1998, and
December 31, 1997, respectively.
ADVERTISING COSTS
The Company expenses the costs for advertising and promotional
literature during the year incurred. Included in selling, engineering and
administrative expenses are amounts incurred for advertising and promotional
literature which approximated $728, $262, and $719 for the years ended January
1, 2000, December 31, 1998 and December 31, 1997, respectively.
FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS
The Company follows the translation policy provided by Statement of
Financial Accounting Standards No. 52, "Foreign Currency Translation." The
Pound Sterling is the functional currency of Sun Ltd. The Deutsche Mark was the
functional currency of GmbH during fiscal 1999, and will be changed to the Euro
for fiscal 2000. The South Korean Won is the functional currency of Sun Korea.
The U.S. Dollar is the functional currency for Sun Hydraulics and the reporting
currency for the consolidated group. The monetary assets and liabilities of Sun
Ltd., GmbH, and Sun Korea are translated at the exchange rate in effect at the
balance sheet date, while all other assets, liabilities, and shareholders'
equity, income and expense items are translated at the average annual rate of
exchange for the period. The resulting unrealized translation gains and losses
are included in the component of shareholders' equity designated as
"accumulated comprehensive income." Realized gains and losses from foreign
currency translations are included in miscellaneous (income) expense.
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INCOME TAXES
The Company follows the income tax policy provided by Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes." This
Statement provides for a liability approach under which deferred income taxes
are provided for based upon enacted tax laws and rates applicable to the
periods in which the taxes become payable. These differences result from items
reported differently for financial reporting and income tax purposes, primarily
depreciation and stock options.
STOCK-BASED COMPENSATION
The Company adopted Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation" ("FAS 123") during 1996. Upon
adoption, the Company retained the intrinsic value method of accounting for
stock-based compensation and has disclosed the effects of adopting this
pronouncement in the notes to the financial statements (see Note 13).
RECLASSIFICATIONS
Certain prior year balances have been reclassified to be consistent
with current year presentation. Such reclassifications had no effect on total
assets, equity, net income, or total cash flows.
5. FAIR VALUE OF INVESTMENTS
The fair value of a financial instrument is the amount at which the
instrument could be exchanged in a current transaction between willing parties,
other than in a forced sale or liquidation. The following methods and
assumptions were used to estimate the fair value of each class of financial
instruments.
The carrying amounts of cash and cash equivalents, accounts
receivable, other current assets, accounts payable, accrued expenses and other
liabilities approximate fair value due to the nature of their short maturities.
The carrying amount of long-term debt approximates fair value, as the
interest rates on the debt approximate rates currently available to the Company
for debt with similar terms and remaining maturities.
The fair value of the notes payable to related parties is estimated
based on the current rates offered to the Company for similar debt. The
estimated fair value of the Company's related party notes payable is
approximately $495, and $1,133 at January 1, 2000, and December 31, 1998,
respectively.
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6. INVENTORIES
January 1, December 31,
2000 1998
Raw materials $2,602 $2,462
Work in process 3,452 2,864
Finished goods 2,077 2,799
------ ------
$8,131 $8,125
====== ======
7. PROPERTY, PLANT AND EQUIPMENT
January 1, December 31,
2000 1998
Machinery and equipment $ 37,065 $ 33,736
Office Furniture and EDP equipment 8,124 6,736
Buildings 18,518 18,408
Leasehold and land improvements 881 557
Construction in progress 3,518 2,005
Land 2,481 2,099
-------- --------
70,587 63,541
Less: Accumulated depreciation (24,058) (19,538)
-------- --------
$ 46,529 $ 44,003
======== ========
Depreciation expense for the years ended January 1, 2000, December 31,
1998, and December 31, 1997 were $4,993, $4,387, and $3,706, respectively.
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8. ACCRUED EXPENSES AND OTHER LIABILITIES
January 1, December 31,
2000 1998
Compensation and benefits $ 677 $ 951
Deferred grant 424 424
Sales taxes payable 5 20
Insurance 177 --
Warranty expense 25 130
Other accrued expenses 156 157
Due to joint venture -- 245
Advertising -- 20
Professional Fees -- 78
------ ------
$1,464 $2,065
====== ======
9. LONGTERM DEBT
January 1, December 31,
2000 1998
---------- ------------
Lines of credit agreements-unsecured $ 2,215 $ 3,974
Lines of credit agreements-secured 4,616 --
Mortgage note payable-U.S. Manatee County facility 4,725 4,864
Mortgage note payable-German facility 1,352 1,748
Secured notes payable-German equipment 933 --
Secured notes payable-Korea 22 177
-------- --------
13,863 10,763
Less amounts due within one year (3,033) (4,302)
-------- --------
$ 10,830 $ 6,461
======== ========
The remaining principal payments are due as follows: 2001 - $1,482;
2002 - $1,598; 2003 - $1,723; 2004 - $1,278; and 2005 thereafter - $4,749.
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The Company has three revolving lines of credit: one in the United
States, one in England, and one in Germany. None of these arrangements contain
pre-payment penalties.
On July 23, 1999, the Company replaced its $10,000 unsecured revolving
credit facility with a five year, secured, revolving credit facility of $7,500,
and a one-year unsecured, revolving credit facility of $5,000. The $7,500
credit facility has an interest rate equal to the bank lender's prime rate less
1% for the first year, and the treasury bill rate plus 1.75% for the remaining
four years. This credit facility is collateralized with machinery and
equipment. The $5,000 credit facility has an interest rate equal to the bank
lender's prime rate less 1% or LIBOR plus 1.9% for predetermined periods of
time, at the Company's option. At January 1, 2000, the interest rate for both
the secured and unsecured facilities was 7.5%, and the balances outstanding
were $4,616 and $2,215, respectively. Both credit facilities are subject to
certain debt covenants.
A 10-year mortgage loan of $6,187 was obtained, at a fixed interest
rate of 8.25%, for construction of the Manatee County facility. Terms on the
construction note were interest-only on the balance drawn down through the
completion of construction and then conversion to a 10-year mortgage note with
a 15-year amortization schedule. In April 1999, this mortgage note was
renegotiated to an interest rate of 7.375%. Terms are monthly principal and
interest payments with remaining principal due July 1, 2006. At January 1,
2000, $4,725 was outstanding under this mortgage loan.
In May 1996, the Company obtained a mortgage loan of approximately
$2,400, denominated in German marks, for the new facility in Erkelenz, Germany.
This loan had a term of 12 years with variable interest of 6.47%. During 1999,
the Company renegotiated this loan with a mortgage note, bearing fixed interest
at 6.05%, with monthly payments of approximately $24, and a maturity date of
September 30, 2008. At January 1, 2000, $1,352 was outstanding under this
mortgage note.
In February 1999, the Company negotiated three loans in Germany
secured by equipment, a ten year 5.1% fixed interest rate loan for
approximately $300, a ten year 5.1% fixed interest rate loan for approximately
$100, and a ten year 3.5% fixed interest rate loan for approximately $800. At
January 1, 2000, the outstanding balances on these facilities were $237, $0,
and $696, respectively.
In England, the Company has a $1,200 line of credit, denominated in
British pounds, which bears interest at a floating rate equal to 2.25% over the
bank's base rate and is payable on demand. At January 1, 2000, there was no
balance outstanding on this credit facility.
Sun Korea has a secured note denominated in Korean Won, with interest
payable at a fixed rate of 6%, with a maturity date of June 25, 2001. At
January 1, 2000, $22 was outstanding under this credit facility.
Capitalized interest was $0, $90, and $160, for the years ended
January 1, 2000, December 31, 1998 and December 31, 1997, respectively.
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10. RELATED PARTIES
Notes payable to related parties include the following:
January 1, December 31,
2000 1998
15% unsecured note payable for repurchase and retirement of
stock, quarterly principal and interest installments ranging
from $1 to $20 through January 1, 2001 $ 145 $ 950
10% unsecured notes payable for phantom compensation,
quarterly principal and interest payments of $14 payable
through January 1, 2003 334 194
------- -------
479 1,144
Less amounts due within one year (378) (578)
------- -------
$ 101 $ 566
======= =======
The remaining principal payments are due as follows: 2001 - $35;
2002 - $52; 2003 - $14
The 15% notes payable represent the repurchase and retirement of stock
to former employees for the years 1989 to 1993. These notes represent the
repurchase of shares of common stock from five former employees. These
agreements contain a provision disallowing prepayment.
During 1995, Sun Hydraulics entered into a 35-month agreement with
SunOpTech, Ltd. ("SunOpTech"), a limited partnership formed to further the
development of the manufacturing software used in the Company's production
process. A significant shareholder of Sun Hydraulics, who owns approximately
36% of the Company, owns 51% of the stock of the general partner of SunOpTech.
In exchange for the development of computer software and computer support, Sun
Hydraulics paid approximately $1,000 over the three-year period. Fees paid in
1998 for the final year of this agreement were $33. For the years ended
December 31, 1998, and 1997, Sun Hydraulics paid SunOpTech expenses of $45, and
$291, respectively. These expenses are included in selling, engineering and
administrative expenses. Additionally, Sun Hydraulics provided certain
administrative support and office space to SunOpTech at no charge.
11. DISTRIBUTIONS AND DIVIDENDS TO SHAREHOLDERS
The Company declared distributions of $1,021, $1,016, and $10,545 to
shareholders in 1999, 1998, and 1997, respectively. Subsequent to the IPO, the
Company distributed all of Sun Hydraulics' previously undistributed retained
earnings totaling $10,545 related to the
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S Corporation. A distribution of $9,446 representing 90% of the total
undistributed retained earnings was paid in January 1997. The remaining 10% of
$1,099 was paid in May 1997.
The Company declared a cash dividend of $.04 per share on February 25,
2000, to shareholders of record on March 31, 2000, payable on April 15, 2000.
The Company declared quarterly dividends of $0.04 per share to shareholders of
record on the last day of each quarter in 1999 and 1998. These dividends were
paid on the 15th day of each month following the date of declaration.
12. INCOME TAXES
Pretax income is taxed under the following jurisdictions:
For the year ended
--------------------------------------
January 1, December 31, December 31,
2000 1998 1997
------ ------ ------
United States $1,439 $6,854 4,962
Foreign 1,325 1,666 2,302
------ ------ ------
Total $2,764 $8,520 $7,264
====== ====== ======
The income tax provision consists of the following:
For the year ended
---------------------------------------
January 1, December 31, December 31,
2000 1998 1997
----- ------- -------
Current tax expense:
United States $ 38 $ 1,662 $ 1,157
----- ------- -------
State and local 1 159 75
Foreign 326 600 697
----- ------- -------
Total current 365 2,421 1,929
----- ------- -------
Deferred tax expense (benefit):
United States 573 411 615
State and local 51 36 14
Foreign (156) 5 (4)
----- ------- -------
Total deferred 468 452 625
----- ------- -------
Total income tax provision $ 833 $ 2,873 $ 2,554
===== ======= =======
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The reconciliation between the effective income tax rate and the U.S. federal
statutory rate is as follows:
For the year ended
------------------------------------------
January 1, December 31, December 31,
2000 1998 1997
---------- ------------ -------------
U.S. federal taxes at statutory rate $ 940 2,897 $ 2,461
Increase(decrease)
Benefit of foreign sales corporation (59) (60) --
Foreign income taxed at higher rate (104) (59) (80)
Nondeductible items 27 (42) 35
State and local taxes, net 29 137 138
----- ------- -------
Income tax provision $ 833 $ 2,873 $ 2,554
===== ======= =======
Deferred tax assets and liabilities at fiscal year end are as follows:
January 1, December 31,
2000 1998
---------- ------------
Deferred taxes, non-current:
Assets
Accrued expenses and reserves
not currently deductible $ 109 $ 132
Compensation expense recognized
for book, not yet deductible for tax 329 388
------- ------
Deferred tax asset, non-current: 438 520
Liabilities
Depreciation (4,562) 4,176
------- ------
Net deferred tax liability, non-current $ 4,124 $3,656
======= ======
13. STOCK OPTION PLANS
During 1996, the Company adopted the 1996 Stock Option Plan (the
"Stock Option Plan"), which provides for the grant of incentive stock options
and nonqualified stock options for the purchase of up to an aggregate of 1,000
shares of the Company's common stock by officers, employees and Directors of
the Company. Under terms of the plan, incentive stock options may be granted to
employees at an exercise price per share of not less than the fair value per
common
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share on the date of the grant (not less than 110% of the fair value in the
case of holders of more than 10% of the Company's voting stock). Nonqualified
stock options may be granted at the discretion of the Company's Board of
Directors. The maximum term of an option may not exceed 10 years, and options
become exercisable at such times and in such installments as determined by the
Board of Directors.
A summary of the Company's stock option plan for each of the three
years ended January 1, 2000, is summarized as follows:
Exercise Weighted
Number price average
of shares range exercise price
(share amounts are in thousands)
Under option, December 31, 1996 320 $ 3.00 - 5.05 $ 3.91
(320 shares exercisable)
Granted 289 $ 9.50 $ 9.50
Exercised (22) $ 3.00 - 3.47 $ 3.21
--- --------------
Under option, December 31, 1997 587 $ 3.00 - 9.50 $ 6.69
(357 shares exercisable)
Granted 220 $ 0.00 - 16.75 $ 15.22
Exercised (39) $ 3.00 - 9.50 $ 5.75
--- --------------
Under option, December 31, 1998 768 $ 3.00 - 16.75 $ 9.18
(385 shares exercisable)
Granted -- $ -- $ --
Exercised (22) $ 3.00 - 3.47 $ 3.39
Forfeitures (80) $ 9.50 $ 9.50
--- --------------
Under option, January 1, 2000 666 $ 3.00 - 16.75 $ 9.19
(453 shares exercisable)
A summary of outstanding and exercisable options at January 1, 2000 is
summarized as follows:
Options Outstanding Options Exercisable
- ------------------------------------------------------------------ ------------------------------
Weighted- Weighted- Weighted-
Range of Number of average remaining average Number of average
exercise prices shares contractual life exercise price shares exercise price
$ 3.00 62,746 4.08 $ 3.00 62,746 $ 3.00
3.43-5.05 189,068 6.75 4.41 189,068 4.41
9.50 194,385 6.35 9.50 112,944 9.50
10.00 50,000 8.92 10.00 50,000 10.00
16.75 170,000 8.36 16.75 38,000 16.75
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The Company has adopted the disclosure-only provisions of SFAS No.
123. Accordingly, no compensation cost has been recognized for the stock option
plans other than for nonqualified stock options. Had compensation costs for the
stock option plans been determined based on the fair value at the grant date
for awards in 1998 and 1997 consistent with the provisions of SFAS No. 123, the
Company's net income and earnings per share would have been reduced to the pro
forma amounts indicated below:
For the year ended
---------------------------------------
January 1, December 31, December 31,
2000 1998 1997
------- ------- --------
Net income:
As reported $ 1,831 $ 5,647 $ 4,710
Pro forma 1,404 5,188 4,394
Basic earnings per common share:
As reported 0.29 0.89 0.75
Pro forma 0.22 0.82 0.70
Diluted earnings per common share:
As reported 0.28 0.87 0.73
Pro forma 0.21 0.79 0.68
These pro forma amounts may not be representative of future
disclosures since the estimated fair value of stock options is amortized to
expense over the vesting period and additional options may be granted in future
years. The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option-pricing model with the following
weighted-average assumptions used for grants in 1998 and 1997: cumulative
volatility of 43.09%, and 39.56% for 1998 and 1997, respectively; dividend
yields of 1.68%, and 1.68%, for 1998 and 1997, respectively; risk-free interest
rate of 5.57%, and 5.72%, for 1998 and 1997, respectively; and expected term of
6.59 years, and 6.04 years for 1998 and 1997, respectively.
14. EARNINGS PER COMMON SHARE
The Company calculates its earnings per share ("EPS") using Statement
of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS 128").
Basic EPS is calculated as net income divided by the weighted average
number of shares of common stock outstanding.
Diluted EPS is calculated using the treasury stock method under which
net income is divided by the weighted average number of common and common
equivalent shares outstanding during the year. Common stock equivalents consist
of options.
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Presented below is basic and diluted EPS under SFAS 128 for the years
ended January 1, 2000, December 31, 1998 and 1997:
Weighted
Average
Shares Per share
Income Outstanding amount
- --------------------------------- ------ ----- ------
1999
Earnings per share - common stock $1,831 6,380 $ 0.29
Effect of dilutive securities:
Stock options 164
Earnings per share - common stock
assuming dilution 1,831 6,544 $ 0.28
1998
Earnings per share - common stock $5,647 6,345 $ 0.89
Effect of dilutive securities:
Stock options 186
Earnings per share - common stock
assuming dilution 5,647 6,531 $ 0.87
1997
Earnings per share - common stock 4,710 6,308 $ 0.75
Effect of dilutive securities:
Stock options 191
Earnings per share - common stock
assuming dilution 4,710 6,499 $ 0.73
15. EMPLOYEE BENEFITS
The Company has a defined contribution retirement plan covering
substantially all of its eligible United States employees. Employer
contributions under the retirement plan amounted to approximately $702, $982,
and $993 during 1999, 1998 and 1997, respectively.
During 1997, the Company terminated its medical benefit trust and
established a new health care plan. These plans cover substantially all
eligible United States employees. Employer contributions to the health care
plan and the trust amounted to approximately $2,265, $2,569, and $1,954, during
1999, 1998 and 1997, respectively. Long-term disability and life insurance
benefits are also provided to employees, the premiums for which are paid
directly by Sun Hydraulics. Payments amounted to approximately $144, $166, and
$159, for fiscal 1999, 1998 and 1997, respectively.
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The Company provides supplemental pension benefits to its employees of
foreign operations in addition to mandatory benefits included in local country
payroll tax statutes. These supplemental pension benefits amounted to
approximately $124, $93, and $81, during 1999, 1998 and 1997, respectively.
16. SEGMENT REPORTING
In 1998, the Company adopted Statement of Accounting Standards No.
131, "Disclosures about Segments of Enterprise and Related Information" ("SFAS
131"). SFAS 131 supercedes SFAS 14, "Financial Reporting for Segments of a
Business Enterprise," replacing the "industry segment" approach with the
"management" approach of determining reportable segments of an organization.
The management approach designates the internal organization that is used by
management for making operation decisions and addressing performance as the
source of determining the Company's reportable segments. Management bases its
financial decisions by the geographical location of its operations.
The individual subsidiaries comprising the Company operate
predominantly in a single industry as manufacturers and distributors of
hydraulic components. The subsidiaries are multinational with operations in the
United States, the United Kingdom, Germany, and Korea. In computing earnings
from operations for the foreign subsidiaries, no allocations of general
corporate expenses, interest or income taxes have been made.
Identifiable assets of the foreign subsidiaries are those assets
related to the operation of those companies. United States assets consist of
all other operating assets of the Company.
Segment information is as follows:
United United
States Korea Kingdom Germany Elimination Consolidated
1999
Sales to unaffiliated
customers $49,630 $ 4,202 $10,758 $5,062 $ -- $69,652
Intercompany sales 8,354 -- 2,016 43 (10,413) --
Operating profits 2,492 81 1,059 354 52 4,038
Identifiable assets 49,539 857 8,044 5,902 (268) 64,074
Depreciation
and amortization 3,802 112 827 302 5,043
Capital expenditures 5,953 119 1,323 502 7,897
1998
Sales to unaffiliated
customers $54,940 556 $11,708 $4,677 $ -- $71,881
Intercompany sales 8,340 -- 2,281 40 (10,661) --
Operating profits 5,902 (169) 1,937 190 (172) 7,688
Identifiable assets 47,850 329 8,882 4,032 (74) 61,019
Depreciation
and amortization 3,434 -- 732 221 -- 4,387
Capital expenditures 6,105 (26) 1,254 805 -- 8,137
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United United
States Korea Kingdom Germany Elimination Consolidated
1997
Sales to unaffiliated
customers $49,393 -- $10,779 $4,026 $ -- $64,198
Intercompany sales 6,584 -- 2,346 69 (8,999) --
Operating profits 5,717 -- 2,410 149 26 8,302
Identifiable assets 41,541 -- 7,611 3,973 264 53,389
Depreciation
and amortization 2,840 -- 634 232 -- 3,706
Capital expenditures 5,972 -- 617 286 -- 6,490
Total liabilities attributable to foreign operations were $4,198,
$4,182, and $3,867, at January 1, 2000, December 31, 1998, and December 31,
1997, respectively. Net foreign currency gains (losses) reflected in results of
operations were ($168), ($35), and ($192), for the years ended 1999, 1998 and
1997, respectively. Operating profit is total sales and other operating income
less operating expenses. In computing segment operating profit, interest
expense and net miscellaneous income (expense) have not been deducted (added).
Included in U.S. sales to unaffiliated customers were export sales,
principally to Canada and Asia, of $6,056, $6,415, and $7,431, during 1999,
1998 and 1997, respectively.
17. COMMITMENTS AND CONTINGENCIES
The Company is not a party to any legal proceedings other than routine
litigation incidental to its business. In the opinion of management, the amount
of ultimate liability with respect to these actions will not materially affect
the financial position of the Company.
In 1996, the Company was awarded a grant of 711 Deustche Marks
(approximately $424), by the German government, which helped to offset the cost
of the German facility. This grant required that the German operation employ 26
people by June 30, 1998. The Company did not meet this headcount requirement
and was granted an extension. If the Company fails to meet the terms of the
grant, approximately 50% of the grant will be repaid. This amount has been
recorded as a deferred grant. The repayment would affect cash and would have no
effect on net income.
The Company received a business interruption insurance claim of $1,821
($1,661, net of expenses), from its insurance carrier in 1998 and is recorded
in miscellaneous income. The claim was related to a fire in the Manatee County
facility which occurred while the plant was under construction. The Company
believes that this fire delayed the opening of the new plant which in turn
delayed the rearrangement of the cartridge operation and the creation of the
cellular production for high volume models.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS AND EXECUTIVE OFFICERS
The Board of Directors ("Board") of the Company currently consists of
six members. The Board is divided into three classes of Directors serving
staggered three-year terms. Directors hold their positions until the annual
meeting of shareholders in the year in which their term expires, and until their
respective successors are elected and qualified or until their earlier
resignation, removal from office or death. Executive Officers serve at the
pleasure of the Board of Directors.
The following table sets forth the names and ages of the Company's
Directors and Executive Officers and the positions they hold with the Company.
NAME AGE POSITION
- ---- --- --------
Robert E. Koski............................... 70 Chairman of the Board of Directors (term expiring in
2000) and a member of the Compensation Committee
Clyde G. Nixon................................ 64 President, Chief Executive Officer, Director (term
expiring in 2001)
Allen J. Carlson.............................. 49 Vice President
Jeffrey Cooper................................ 58 Engineering Manager
Richard J. Dobbyn............................. 56 Chief Financial Officer
Peter G. Robson............................... 55 General Manager, Sun Hydraulics Limited
John S. Kahler................................ 60 Director (term expiring in 2000) and a member of the
Audit Committee
James G. March................................ 72 Director (term expiring in 2000) and a member of the
Compensation Committee
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Ferdinand E. Megerlin......................... 60 Director (term expiring in 2001) and a member of the
Compensation Committee
Taco van Tijn ................................ 76 Director (term expiring in 2002) and a member of the
Audit Committee
David N. Wormley.............................. 60 Director (term expiring in 2002) and a member of
the Compensation Committee
MR. KOSKI is a co-founder of the Company and has served as its Chairman of the
Board since it began operations in 1970. He was also its President and Chief
Executive Officer from that time until November 1988. He is a graduate of
Dartmouth College and past Chairman of the Board of the National Fluid Power
Association. Mr. Koski has over 38 years experience in the fluid power industry,
and has served as Chairman of the Fluid Power Systems and Technology Division of
the American Society of Mechanical Engineers, and as a member of the Board of
Directors of the National Association of Manufacturers.
MR. NIXON joined the Company in January 1988, and was named its President and
Chief Executive Officer in November 1988. From September 1985, to January 1988,
he served as Vice President of Cross & Trecker Corporation and was President of
Warner & Swasey Company, its wholly-owned subsidiary. From 1964 to 1985, he
served in various management capacities with Brown & Sharpe Manufacturing
Corporation, most recently as Vice President of its fluid power division and
President of Double A Products Company, its wholly-owned subsidiary. Mr. Nixon
is a graduate of Cornell University and the Harvard Business School, and is Past
Chairman of the Board of the National Fluid Power Association. Mr. Nixon has
over 32 years experience in the fluid power industry.
MR. COOPER joined the Company in December 1990, as an engineer and has been
Engineering Manager since September 1991. From August 1987, to December 1990, he
was Engineering Manager, Mobile Valves, of Vickers, Incorporated, a wholly-owned
subsidiary of Trinova Corporation, and from September 1979 to August 1986, he
served as Vice President of Engineering for Double A Products Company. Mr.
Cooper is an engineering graduate of Willesden College of Technology, London,
England. Mr. Cooper has over 31 years experience in the fluid power industry.
MR. CARLSON joined the Company in March 1996, and was named Vice President in
January 2000. From October 1977 to March 1996, Mr. Carlson held various
engineering, marketing and management positions for Vickers Incorporated, a
wholly-owned subsidiary of Trinova Corporation. He is a graduate of the
Milwaukee School of Engineering and the Advanced Management Program at the
Harvard Business School. Mr. Carlson has over 29 years experience in the fluid
power industry.
MR. DOBBYN joined the Company in October 1995, and was named Chief Financial
Officer in July 1996. From June 1995 to October 1995, Mr. Dobbyn served as the
Controller of Protek
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Electronics. From July 1994 to June 1995, he served as the Fiscal Director of a
non-profit child care agency. From September 1984 to July 1994, Mr. Dobbyn was
Senior Vice President-Finance and Administration for Loral Data Systems,
formerly Fairchild Weston Systems, a Schlumberger company. Mr. Dobbyn is a
Certified Public Accountant and a graduate of Boston College.
MR. KAHLER is the President, CEO, and a Director of Cincinnati Incorporated. Mr.
Kahler has served in various management positions with Cincinnati Incorporated
since 1989. He is a graduate of Carnegie-Mellon University and the Harvard
Business School.
MR. ROBSON has served as a Director of Sun Hydraulics Limited, Coventry,
England, since May 1993, and has been employed by the Company as the General
Manager of its United Kingdom operations since 1982. Mr. Robson is a Chartered
Engineer and a graduate of Coventry University. Mr. Robson has over 33 years
experience in the fluid power industry.
DR. MARCH is a Professor Emeritus at Stanford University, Palo Alto, California.
He was a senior member of the faculty at Stanford University and the Stanford
Business School from September 1970, to August 1995, and is the author of
numerous books and articles on organizational behavior and decision making. From
September 1964, to August 1970, Dr. March was a Professor of Psychology and
Sociology at the University of California, Irvine, where he was Dean of the
School of Social Sciences from 1964 to 1969. Dr. March served as a Director of
the Company from 1989 to 1992, and rejoined the Company's Board of Directors in
November 1995. He also is a member of the Board of Directors of Wally Industries
and a member of the Citicorp Behavioral Sciences Research Council. Dr. March is
a graduate of the University of Wisconsin and received his Ph.D. from Yale
University.
DR. MEGERLIN is Chairman and Joint Managing Director of Linde AG's Industrial
Trucks and Hydraulics Division in Aschaffenburg, Germany. He is also Chairman of
Linde's U.S. subsidiaries Linde Hydraulics Corp., Canfield, Ohio, and Linde Lift
Truck Corp., Sommerville, South Carolina. Within VDMA, German's association for
mechanical and plant engineering, Dr. Megerlin serves as Vice Chairman of the
German Fluid Power Association. He is a mechanical engineer and received his
Dipl-Ing degree from the Technical University of Karlsruhe, Germany, and his PhD
from TH Aachen, Germany. Dr. Megerlin has over 28 years of experience in the
fluid power industry.
MR. VAN TIJN is an attorney (solicitor), who has practiced law in London,
England, since May 1977. Since June 1998, he has been a consultant with Rooks
Rider. Mr. van Tijn has been a Director of the Company since February 1989, and
the principal statutory officer of Sun Hydraulik Holdings Limited since January
1991.
DR. WORMLEY is the Dean of the Engineering School at Pennsylvania State
University, where he has taught since 1992. He previously was a member of the
engineering faculty at the Massachusetts Institute of Technology. Dr. Wormley
has served as a Director of the Company since December 1992. He is an engineer
and earned his Ph.D. from the Massachusetts Institute of Technology.
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No family relationships exist between any of the Company's Directors
and executive officers, except that Mr. Koski and Dr. March are step-brothers.
There are no arrangements or understandings between Director and any other
person concerning service as a Director.
The Board of Directors has Audit and Compensation Committees. The
Company does not have a Nominating Committee; instead, the entire Board of
Directors functions as a Nominating Committee.
The Audit Committee was appointed in February 1997 and held two
meetings in 1999. The functions of the Audit Committee are to recommend annually
to the Board of Directors the appointment of the independent public accountants
of the Company, to discuss and review the scope of and the fees for the
prospective annual audit with the independent public accountants, to review the
results thereof with the independent public accountants, to review and approve
non-audit services of the independent public accountants, to review compliance
with existing major accounting and financial policies of the Company, to review
the adequacy of the financial organization of the Company, to review
management's procedures and policies relative to the adequacy of the Company's
internal accounting controls, to review compliance with federal and state laws
relating to accounting practices and to review and approve (with the concurrence
of a majority of the disinterested Directors of the Company) transactions, if
any, with affiliated parties.
A Compensation Committee was formed in December 1996 to review, approve
and recommend to the Board of Directors the terms and conditions of all employee
benefit plans or changes thereto, to administer the Company's stock option plans
and carry out the responsibilities required by the rules of the Securities and
Exchange Commission.
The Board of Directors held four meetings during 1999. Each Director
attended all of the meetings of the Board and of each committee of which he was
a member in 1999.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Directors, officers and holders of more than 10% of the Company's
Common Stock to file with the Securities and Exchange Commission initial reports
of ownership and reports of changes in ownership of Common Stock and any other
equity securities of the Company. To the Company's knowledge, based solely upon
a review of the forms, reports and certificates filed with the Company by such
persons, all of them complied with the Section 16(a) filing requirements in 1999
except Robert E. Koski, who filed two late reports covering five transactions;
James G. March, who filed one late report covering four transactions, and Allen
J. Carlson whose Form 3 report was filed late.
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ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following table is a summary of the compensation paid or accrued by
the Company for the last three fiscal years for services in all capacities to
the Company's Chief Executive Officer and each of its four most highly
compensated executive officers who earned more than $100,000 from the Company in
1999 under the rules of the Securities and Exchange Commission (the "Named
Executive Officers").
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
AWARDS--
SECURITIES OTHER ANNUAL
NAME AND UNDERLYING COMPENSATION (2)
PRINCIPAL POSITION YEAR SALARY OPTIONS/SARs (#)
- --------------------------------------------------------------------------------------------------------------------
Robert E. Koski, 1999 $106,000 --- $ 7,860 (3)
Chairman of the 1998 106,000 --- 14,045
Board of Directors 1997 106,000 --- 20,175
Clyde G. Nixon, 1999 205,200 $11,703 (4)
President and 1998 191,300 17,084
Chief Executive Officer 1997 180,000 58,781 (1) 22,927
Jeffrey Cooper 1999 133,100 $ 7,246
Engineering Manager 1998 126,525 11,683
1997 121,000 27,100 (1) 13,567
Allen J. Carlson 1999 122,000 --- $ 2,850
Vice President 1998 110,350 --- 2,466
1997 112,203 --- 7,911
Richard J. Dobbyn 1999 118,000 $ 4,228
Chief Financial Officer 1998 107,575 5,773
1997 97,000 35,000 (1) 7,054
(1) Represents incentive stock options granted on January 9, 1997, the date of
the Company's initial public offering, at an exercise price equal to the
public offering price.
(2) Except as otherwise noted, reflects primarily contributions made by the
Company on behalf of the employee to the Company's 401(k) plan and excess
life insurance premiums.
(3) Includes dues of $1,500.
(4) Includes dues of $750.
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The Company did not grant any stock options or stock appreciation
rights to any named executive officer during fiscal 1999.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARs AT OPTIONS/SARs
FISCAL AT FISCAL
SHARES VALUE REALIZED YEAR-END (#) YEAR-END ($)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE (1)
(a) (b) (c) (d) (e)
- ------------------------------------------------------------------------------------------------------------
Robert E. Koski --- --- 0/0 0/0
Clyde G. Nixon --- --- 126,343/27,203 $ 469,087/0
Jeffrey Cooper --- --- 64,749/26,840 $ 149,853/0
Allen J. Carlson --- --- 16,000/8,000 0/0
Richard J. Dobbyn --- --- 25,000/22,000 0/0
(1) Based upon the December 31, 1999, closing stock price of $6.50 per share, as
reported on the Nasdaq National Market.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
The Board of Directors determined the compensation, including salary
and bonus, of the Executive Officers of the Company for the fiscal year ended
January 1, 2000, and the initial compensation for the current fiscal year
through the date hereof. In the future, the Compensation Committee of the Board
of Directors, comprised of Robert E. Koski, James G. March, Ferdinand E.
Megerlin, and David N. Wormley, will determine the compensation of the Company's
Executive Officers. Mr. Koski is Chairman of the Company's Board of Directors.
See "Item 10. Directors and Executive Officers of the Registrant."
DIRECTOR COMPENSATION
Directors who are not officers of the Company are paid $2,500 for
attendance at each meeting of the Board of Directors, as well as each meeting of
each Board Committee on which they serve when the committee meeting is not held
within one day of a meeting of the Board of Directors. Directors also are
reimbursed for their expenses incurred in connection with their attendance at
such meetings.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of February 14, 2000,
information as to the beneficial ownership of the Company's Common Stock by (i)
each person or entity known by the Company to be the beneficial owner of more
than 5% of the outstanding shares of Common Stock, (ii) each Director, (iii)
Each Named Executive Officer of the Company, and (iv) all Directors and
executive officers of the Company as a group.
NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF PERCENT OF
OWNER (1) BENEFICIAL OWNERSHIP (2) CLASS
- -----------------------------------------------------------------------------------------
Koski Family Limited Partnership
3525 Turtle Creek Boulevard #19B
Dallas, Texas 75219 2,333,543 36.5
Christine L. Koski (3)
3525 Turtle Creek Boulevard #19B
Dallas, Texas 75219 2,397,838 37.6
Robert C. Koski (3)(5)
315 Sycamore Street
Decatur, Georgia 30030 2,375,543 37.2
Thomas L. Koski (3)
Six New Street
East Norwalk, Connecticut 06855 2,333,543 36.5
Robert E. Koski (3)(4)(5) 2,618,920 41.0
Beverly Koski (3)(4)(5) 2,618,920 41.0
Robert S. and Ann R. Ferrell (6)
5924 Cranbrook Way, #101
Naples, Florida 34112 322,537 5.1
Bradley S. Ferrell (7)
5924 Cranbrook Way, #101
Naples, Florida 34112 459,642 7.2
Royce & Associates, Inc. (8)
Royce Management Company
Charles M. Royce
1414 Avenue of the Americas
New York, NY 10019 590,200 9.2
Clyde G. Nixon (9) 228,618 3.5
Allen J. Carlson (11) 15,300 *
Peter G. Robson (10) 89,574 1.4
Jeffrey Cooper (10) 70,169 1.1
Richard J. Dobbyn (14) 31,900 *
James G. March (12) 55,572 *
Taco van Tijn (13) 8,920 *
David N. Wormley (15) 3,940 *
John S. Kahler (16) 3,200 *
Ferdinand E. Megerlin 0 -
All Directors and Executive Officers as a
Group (11 persons) 3,126,113 46.4
- --------------
* Less than 1%.
(1) Unless otherwise indicated, the address of each of the persons listed who
own more than 5% of the Company's Common Stock is 1500 West University
Parkway, Sarasota, Florida 34243.
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(2) This column sets forth shares of the Company's Common Stock which are
deemed to be "beneficially owned" by the persons named in the table under
Rule 13d-3 of the Securities and Exchange Commission. Except as otherwise
indicated, the persons listed have sole voting and investment power with
respect to all shares of Common Stock owned by them, except to the extent
such power may be shared with a spouse.
(3) Includes 2,333,543 shares owned by the Koski Family Limited Partnership,
over which Christine L. Koski, Robert C. Koski, Thomas L. Koski, Robert E.
Koski and Beverly Koski share voting and investment power as the general
partners in the Partnership. Christine L. Koski, Robert C. Koski and Thomas
L. Koski are the adult children of Robert E. Koski and Beverly Koski.
(4) Includes 141,215 shares owned by Beverly Koski and 117,162 shares owned by
Robert E. Koski. Beverly Koski is the spouse of Robert E. Koski.
(5) Includes 27,000 shares owned by the Koski Family Foundation, Inc., over
which Robert E. Koski, Beverly Koski and Robert C. Koski share voting and
investment power.
(6) Includes 4,500 shares owned by the Robert S. Ferrell Trust, of which Robert
S. Ferrell is the sole trustee, 186,125 shares owned by Bradley S. Ferrell,
Trustee of Robert S. Ferrell Flint Trust, dated 06/16/98, 6000 shares owned
by the Ann R. Ferrell Trust, of which Ann R. Ferrell is the sole trustee,
125,312 shares owned by Bradley S. Ferrell, Trustee of Ann R. Ferrell Flint
Trust dated 06/16/98, and 600 shares owned individually by Ann R. Ferrell.
Robert S. Ferrell is the spouse of Ann R. Ferrell.
(7) Includes 38,205 shares owned by Mr. Ferrell, over which Mr. Ferrell has
sole voting and investment power, and 421,437 shares beneficially owned by
Mr. Ferrell in his capacity as trustee of various trusts, over which Mr.
Ferrell has shared voting and investment power.
(8) According to Amendment No. 1 to the Schedule 13G, filed February 9, 2000,
by Royce & Associates, Inc. ("Royce") and Royce Management Company ("RMC"),
registered investment advisors, and Charles M. Royce, Royce has sole voting
and investment power with respect to 578,400 shares, and RMC has sole
voting and investment power with respect to 11,800 shares. According to the
Schedule 13G, Charles M. Royce may be deemed to be a controlling person of
Royce and RMC, and as such may be deemed to beneficially own the shares
beneficially owned by Royce and RMC. According to the Schedule 13G, Mr.
Royce does not own any shares outside of Royce and RMC, and disclaims
beneficial ownership of the shares held by Royce and RMC.
(9) Includes 136,869 shares subject to currently exercisable options and 49,522
shares in the Joan Nixon Trust.
(10) Represents shares subject to currently exercisable options.
(11) Includes 14,800 shares subject to currently exercisable options.
(12) Shares are owned by The March Family Trust, of which Dr. March and his
spouse are trustees.
(13) Includes 3,920 shares subject to currently exercisable options.
(14) Includes 30,400 shares subject to currently exercisable options.
(15) Includes 2,940 shares subject to currently exercisable options.
(16) Includes 2,200 shares owned in trust, of which Mr. Kahler's spouse is the
trustee and beneficiary.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal 1999, neither the Company nor either of its subsidiaries
entered into or proposed to enter into any transactions with a value in excess
of $60,000 with any director, or executive officer, or security holder known to
own of record or beneficially more than 5% of the Company's common stock.
Further, no director or executive officer had a business relationship with or
was indebted to the Company or either of its subsidiaries in amounts reportable
under the rules of the Securities and Exchange Commission during fiscal 1999.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. The following financial statements are included in Part II, Item 8:
Report of Independent Certified Public Accountants 36
Consolidated Balance Sheets as of January 1, 2000,
and December 31, 1998 37
Consolidated Statements of Income for the years ended
January 1, 2000, December 31, 1998, and 1997 38
Consolidated Statements of Changes in Shareholders' Equity
for the years ended January 1, 2000, December 31, 1998, and 1997 39
Consolidated Statements of Cash Flows for the years ended
January 1, 2000, December 31, 1998, and 1997 40
Notes to Consolidated Financial Statements 41
2. All schedules are omitted because the required information is not present
or is not present in amounts sufficient to require submission of the
schedule or because the information required is included in the financial
statements or notes thereto or the schedule is not required or
inapplicable under the related instructions.
3. Exhibits:
EXHIBIT EXHIBIT DESCRIPTION
NUMBER -------------------
- -------
3.1 Amended and Restated Articles of Incorporation of the Company
(previously filed as Exhibit 3.1 in the Pre-Effective Amendment No. 4
to the Company's Registration Statement on Form S1 filed on December
19, 1996 (File No. 333-14183) and incorporated herein by reference).
3.2 Amended and Restated Bylaws of the Company (previously filed as
Exhibit 3.2 in the Company's Quarterly report on Form 20-Q for the
quarter ended October 2, 1999 and incorporated by reference herein).
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66
4.5 Mortgage and Security Agreement, dated January 9, 1992, between
Suninco, Inc., Sun Hydraulics Corporation, and Northern Trust Bank of
Florida, N.A. (previously filed as Exhibit 4.5 in the Company's
Registration Statement on Form S1 filed on October 15, 1996 (File No.
333-14183) and incorporated herein by reference).
4.6 Loan Agreement, dated March 29, 1996, between Suninco, Inc., Sun
Hydraulics Corporation, and Northern Trust Bank of Florida, N.A.
(previously filed as Exhibit 4.6 in the Company's Registration
Statement on Form S1 filed on October 15, 1996 (File No. 333-14183)
and incorporated herein by reference).
4.7 Security Agreement, dated March 29, 1996, between Suninco, Inc., Sun
Hydraulics Corporation, and Northern Trust Bank of Florida, N.A.
(previously filed as Exhibit 4.7 in the Company's Registration
Statement on Form S1 filed on October 15, 1996 (File No. 333-14183)
and incorporated herein by reference).
4.8 Modification and Additional Advance Agreement, dated March 29, 1996,
between Suninco, Inc. and Northern Trust Bank of Florida, N.A.
(previously filed as Exhibit 4.8 in the Company's Registration
Statement on Form S1 filed on October 15, 1996 (File No. 333-14183)
and incorporated herein by reference).
4.9 Consolidated Note, dated March 29, 1996, in the amount of
$2,475,000.00, given by Suninco, Inc. to Northern Trust Bank of
Florida, N.A. (previously filed as Exhibit 4.9 in the Company's
Registration Statement on Form S1 filed on October 15, 1996 (File No.
333-14183) and incorporated herein by reference).
4.10 Loan Agreement, dated May 20, 1996, between Sun Hydraulics Corporation
and Northern Trust Bank of Florida, N.A. (previously filed as Exhibit
4.10 in the Company's Registration Statement on Form S1 filed on
October 15, 1996 (File No. 333-14183) and incorporated herein by
reference).
4.11 Security Agreement, dated May 20, 1996, between Sun Hydraulics
Corporation and Northern Trust Bank of Florida, N.A. (previously filed
as Exhibit 4.11 in the Company's Registration Statement on Form S1
filed on October 15, 1996 (File No. 333-14183) and incorporated herein
by reference).
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4.12 Consolidated Note, dated May 20, 1996, in the amount of $3,063,157.00,
given by Sun Hydraulics Corporation to Northern Trust Bank of Florida,
N.A. (previously filed as Exhibit 4.12 in the Company's Registration
Statement on Form S1 filed on October 15, 1996 (File No. 333-14183)
and incorporated herein by reference).
4.13 Loan Agreement, dated June 14, 1996, between Sun Hydraulics
Corporation, Suninco Inc., and Northern Trust Bank of Florida, N.A.
(previously filed as Exhibit 4.13 in the Company's Registration
Statement on Form S1 filed on October 15, 1996 (File No. 333-14183)
and incorporated herein by reference).
4.14 Mortgage, dated June 14, 1996, between Sun Hydraulics Corporation,
Suninco Inc., and Northern Trust Bank of Florida, N.A. (previously
filed as Exhibit 4.14 in the Company's Registration Statement on Form
S1 filed on October 15, 1996 (File No. 333-14183) and incorporated
herein by reference).
4.15 Security Agreement, dated June 14, 1996, between Sun Hydraulics
Corporation and Northern Trust Bank of Florida, N.A. (previously filed
as Exhibit 4.15 in the Company's Registration Statement on Form S1
filed on October 15, 1996 (File No. 333-14183) and incorporated herein
by reference).
4.16 Promissory Note, dated June 14, 1996, in the amount of $6,187,000.00,
given by Sun Hydraulics Corporation and Suninco, Inc. to Northern
Trust Bank of Florida, N.A. (previously filed as Exhibit 4.16 in the
Company's Registration Statement on Form S1 filed on October 15, 1996
(File No. 333-14183) and incorporated herein by reference).
4.17 Revolving Loan Facility letter agreement, dated July 30, 1996, in the
amount of (pound)800,000, between Sun Hydraulics Ltd. and Lloyds Bank
Plc. (previously filed as Exhibit 4.17 in the Company's Registration
Statement on Form S1 filed on October 15, 1996 (File No. 333-14183)
and incorporated herein by reference).
4.18 Overdraft and Other Facilities letter agreement, dated June 7, 1996,
in an amount not to exceed (pound)250,000, between Sun Hydraulics Ltd.
and Lloyds Bank Plc. (previously filed as Exhibit 4.18 in the
Company's Registration Statement on Form S1 filed on October 15, 1996
(File No. 333-14183) and incorporated herein by reference).
4.19 Mortgage, dated April 11, 1996, between Sun Hydraulik GmbH and
Dresdner Bank (previously filed as Exhibit 4.19 in the Company's
Registration Statement on Form S1 filed on October 15, 1996 (File No.
333-14183) and incorporated herein by reference).
67
68
4.20 Amendment to Recommended Offer by Sun Hydraulics Corporation to
acquire the whole of the issued share capital of Sun Hydraulik
Holdings Limited, dated December 17, 1996 (previously filed as Exhibit
2.1 in the Pre-Effective Amendment No. 4 to the Company's Registration
Statement on Form S1 filed on December 19, 1996 (File No. 333-14183)
and incorporated herein by reference).
4.21 Master Note, dated February 3, 1997, in the amount of $10,000,000.00,
made by the Company to evidence a line of credit granted to the
Company by Northern Trust Bank of Florida, N.A. (previously filed as
Exhibit 4.21 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 and incorporated herein by reference).
4.22 Renewal Master Note, dated February 3, 1998, in the amount of
$10,000,000.00, made by the Company to evidence a line of credit
granted to the Company by Northern Trust Bank of Florida, N.A.
(previously filed as Exhibit 4.22 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1998 and incorporated herein
by reference).
4.23 Modification Agreement, dated March 1, 1998, between the Company and
Northern Trust Bank of Florida, N.A. (previously filed as Exhibit 4.23
to the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998 and incorporated herein by reference).
4.24 Renewal Master Note, dated as of February 3, 1998, in the amount of
$4,965,524.51, between the Company and Northern Trust Bank of Florida,
N.A. (previously filed as Exhibit 4.24 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998 and
incorporated herein by reference).
4.25 Renewal Master Note, dated of February 3, 1999, in the amount of
$4,965,524.51, between the Company and Northern Trust Bank of Florida,
N.A. (previously filed as Exhibit 4.25 to the Company's Quarterly
Report on Form 10-Q for the quarter ended April 3, 1999 and
incorporated herein by reference).
4.26 Renewal Master Note, dated July 23, 1999, in the amount of
$5,000,000.00 between the Company and Northern Trust Bank of Florida,
N.A. (previously filed as Exhibit 4.26 to the Company's Quarterly
Report on Form 10-Q for the quarter ended July 3, 1999 and
incorporated herein by reference).
68
69
4.27 Loan Agreement, dated July 23, 1999, in the amount of $7,500,000.00,
between the Company and Northern Trust Bank of Florida, N.A.
(previously filed as Exhibit 4.27 to the Company's Quarterly Report on
Form 10-Q for the quarter ended July 3, 1999 and incorporated herein
by reference).
4.28 Security Agreement, dated July 23, 1999, between the Company and
Northern Trust Bank of Florida, N.A. (previously filed as Exhibit 4.28
to the Company's Quarterly Report on Form 10-Q for the quarter ended
July 3, 1999 and incorporated herein by reference).
4.29 Promissory Note, dated July 23, 1999, in the amount of $7,500,000.00,
between the Company and Northern Trust Bank of Florida, N.A.
(previously filed as Exhibit 4.29 to the Company's Quarterly Report on
Form 10-Q for the quarter ended July 3, 1999 and incorporated herein
by reference).
10.1 Form of Distributor Agreement (Domestic) (previously filed as Exhibit
10.1 in the Company's Registration Statement on Form S1 filed on
October 15, 1996 (File No. 333-14183) and incorporated herein by
reference).
10.2 Form of Distributor Agreement (International) (previously filed as
Exhibit 10.2 in the Company's Registration Statement on Form S1 filed
on October 15, 1996 (File No. 333-14183) and incorporated herein by
reference).
10.3+ 1996 Sun Hydraulics Corporation Stock Option Plan (previously filed as
Exhibit 10.3 in the Pre-Effective Amendment No. 4 to the Company's
Registration Statement on Form S1 filed on December 19, 1996 (File No.
333-14183) and incorporated herein by reference).
10.4+ Amendment No. 1 to 1996 Stock Option Plan (previously filed as Exhibit
10.4 to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 and incorporated herein by reference).
10.5+ Form of Indemnification Agreement (previously filed as Exhibit 10.4 in
the Pre-Effective Amendment No. 4 to the Company's Registration
Statement on Form S1 filed on December 19, 1996 (File No. 333-14183)
and incorporated herein by reference).
10.6+ Sun Hydraulics Corporation Employee Stock Award Program (previously
filed as Exhibit 4 to the Company's registration statement on Form S-8
filed on July 20, 1999, and incorporated herein by reference).
69
70
21.1 Subsidiaries of the Company
23.1 Consent of Independent Certified Public Accountants
27.1 Financial Data Schedule for period ended January 1, 2000 (for SEC
purposes only).
+ Executive management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K
1. Report on Form 8-K filed November 17, 1999, announcing the third quarter
financial results.
2. Report on Form 8-K filed December 20, 1999, announcing a $0.04 per share
dividend on the Company's common stock, payable on January 15, 2000, to
shareholders of record on December 31, 1999.
70
71
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Sarasota, State of Florida on March 6, 2000.
SUN HYDRAULICS CORPORATION
By: /s/ Clyde G. Nixon
---------------------------------
Clyde G. Nixon, President and
Chief Executive Officer
Pursuant to requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the Registrant and
in the capacities indicated on March 8, 2000.
Signature Title
- --------- -----
/s/ Robert E. Koski
- -------------------------------
Robert E. Koski Chairman of the Board of Directors
/s/ Clyde G. Nixon
- -------------------------------
Clyde G. Nixon President, Chief Executive Officer
and Director
/s/ Richard J. Dobbyn
- -------------------------------
Richard J. Dobbyn Chief Financial Officer (Principal
Financial and Accounting Officer)
/s/ James G. March
- -------------------------------
James G. March Director
/s/ Taco van Tijn
- -------------------------------
Taco van Tijn Director
/s/ David N. Wormley
- -------------------------------
David N. Wormley Director
/s/ John S. Kahler
- -------------------------------
John S. Kahler Director
/s/ Ferdinand E. Megerlin
- -------------------------------
Ferdinand E. Megerlin Director
71
72
EXHIBIT INDEX
EXHIBIT EXHIBIT DESCRIPTION
NUMBER -------------------
- -------
3.1 Amended and Restated Articles of Incorporation of the Company
(previously filed as Exhibit 3.1 in the Pre-Effective Amendment No. 4
to the Company's Registration Statement on Form S1 filed on December
19, 1996 (File No. 333-14183) and incorporated herein by reference).
3.2 Amended and Restated Bylaws of the Company (previously filed as
Exhibit 3.2 in the Company's Quarterly report on Form 20-Q for the
quarter ended October 2, 1999 and incorporated by reference herein).
4.5 Mortgage and Security Agreement, dated January 9, 1992, between
Suninco, Inc., Sun Hydraulics Corporation, and Northern Trust Bank of
Florida, N.A. (previously filed as Exhibit 4.5 in the Company's
Registration Statement on Form S1 filed on October 15, 1996 (File No.
333-14183) and incorporated herein by reference).
4.6 Loan Agreement, dated March 29, 1996, between Suninco, Inc., Sun
Hydraulics Corporation, and Northern Trust Bank of Florida, N.A.
(previously filed as Exhibit 4.6 in the Company's Registration
Statement on Form S1 filed on October 15, 1996 (File No. 333-14183)
and incorporated herein by reference).
4.7 Security Agreement, dated March 29, 1996, between Suninco, Inc., Sun
Hydraulics Corporation, and Northern Trust Bank of Florida, N.A.
(previously filed as Exhibit 4.7 in the Company's Registration
Statement on Form S1 filed on October 15, 1996 (File No. 333-14183)
and incorporated herein by reference).
4.8 Modification and Additional Advance Agreement, dated March 29, 1996,
between Suninco, Inc. and Northern Trust Bank of Florida, N.A.
(previously filed as Exhibit 4.8 in the Company's Registration
Statement on Form S1 filed on October 15, 1996 (File No. 333-14183)
and incorporated herein by reference).
4.9 Consolidated Note, dated March 29, 1996, in the amount of
$2,475,000.00, given by Suninco, Inc. to Northern Trust Bank of
Florida, N.A. (previously filed as Exhibit 4.9 in the Company's
Registration Statement on Form S1 filed on October 15, 1996 (File No.
333-14183) and incorporated herein by reference).
72
73
4.10 Loan Agreement, dated May 20, 1996, between Sun Hydraulics Corporation
and Northern Trust Bank of Florida, N.A. (previously filed as Exhibit
4.10 in the Company's Registration Statement on Form S1 filed on
October 15, 1996 (File No. 333-14183) and incorporated herein by
reference).
4.11 Security Agreement, dated May 20, 1996, between Sun Hydraulics
Corporation and Northern Trust Bank of Florida, N.A. (previously filed
as Exhibit 4.11 in the Company's Registration Statement on Form S1
filed on October 15, 1996 (File No. 333-14183) and incorporated herein
by reference).
4.12 Consolidated Note, dated May 20, 1996, in the amount of $3,063,157.00,
given by Sun Hydraulics Corporation to Northern Trust Bank of Florida,
N.A. (previously filed as Exhibit 4.12 in the Company's Registration
Statement on Form S1 filed on October 15, 1996 (File No. 333-14183)
and incorporated herein by reference).
4.13 Loan Agreement, dated June 14, 1996, between Sun Hydraulics
Corporation, Suninco Inc., and Northern Trust Bank of Florida, N.A.
(previously filed as Exhibit 4.13 in the Company's Registration
Statement on Form S1 filed on October 15, 1996 (File No. 333-14183)
and incorporated herein by reference).
4.14 Mortgage, dated June 14, 1996, between Sun Hydraulics Corporation,
Suninco Inc., and Northern Trust Bank of Florida, N.A. (previously
filed as Exhibit 4.14 in the Company's Registration Statement on Form
S1 filed on October 15, 1996 (File No. 333-14183) and incorporated
herein by reference).
4.15 Security Agreement, dated June 14, 1996, between Sun Hydraulics
Corporation and Northern Trust Bank of Florida, N.A. (previously filed
as Exhibit 4.15 in the Company's Registration Statement on Form S1
filed on October 15, 1996 (File No. 333-14183) and incorporated herein
by reference).
4.16 Promissory Note, dated June 14, 1996, in the amount of $6,187,000.00,
given by Sun Hydraulics Corporation and Suninco, Inc. to Northern
Trust Bank of Florida, N.A. (previously filed as Exhibit 4.16 in the
Company's Registration Statement on Form S1 filed on October 15, 1996
(File No. 333-14183) and incorporated herein by reference).
73
74
4.17 Revolving Loan Facility letter agreement, dated July 30, 1996, in the
amount of (pound)800,000, between Sun Hydraulics Ltd. and Lloyds Bank
Plc. (previously filed as Exhibit 4.17 in the Company's Registration
Statement on Form S1 filed on October 15, 1996 (File No. 333-14183)
and incorporated herein by reference).
4.18 Overdraft and Other Facilities letter agreement, dated June 7, 1996,
in an amount not to exceed (pound)250,000, between Sun Hydraulics Ltd.
and Lloyds Bank Plc. (previously filed as Exhibit 4.18 in the
Company's Registration Statement on Form S1 filed on October 15, 1996
(File No. 333-14183) and incorporated herein by reference).
4.19 Mortgage, dated April 11, 1996, between Sun Hydraulik GmbH and
Dresdner Bank (previously filed as Exhibit 4.19 in the Company's
Registration Statement on Form S1 filed on October 15, 1996 (File No.
333-14183) and incorporated herein by reference).
4.20 Amendment to Recommended Offer by Sun Hydraulics Corporation to
acquire the whole of the issued share capital of Sun Hydraulik
Holdings Limited, dated December 17, 1996 (previously filed as Exhibit
2.1 in the Pre-Effective Amendment No. 4 to the Company's Registration
Statement on Form S1 filed on December 19, 1996 (File No. 333-14183)
and incorporated herein by reference).
4.21 Master Note, dated February 3, 1997, in the amount of $10,000,000.00,
made by the Company to evidence a line of credit granted to the
Company by Northern Trust Bank of Florida, N.A. (previously filed as
Exhibit 4.21 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 and incorporated herein by reference).
4.22 Renewal Master Note, dated February 3, 1998, in the amount of
$10,000,000.00, made by the Company to evidence a line of credit
granted to the Company by Northern Trust Bank of Florida, N.A.
(previously filed as Exhibit 4.22 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1998 and incorporated herein
by reference).
4.23 Modification Agreement, dated March 1, 1998, between the Company and
Northern Trust Bank of Florida, N.A. (previously filed as Exhibit 4.23
to the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998 and incorporated herein by reference).
74
75
4.24 Renewal Master Note, dated as of February 3, 1998, in the amount of
$4,965,524.51, between the Company and Northern Trust Bank of Florida,
N.A. (previously filed as Exhibit 4.24 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998 and
incorporated herein by reference).
4.25 Renewal Master Note, dated of February 3, 1999, in the amount of
$4,965,524.51, between the Company and Northern Trust Bank of Florida,
N.A. (previously filed as Exhibit 4.25 to the Company's Quarterly
Report on Form 10-Q for the quarter ended April 3, 1999 and
incorporated herein by reference).
4.26 Renewal Master Note, dated July 23, 1999, in the amount of
$5,000,000.00 between the Company and Northern Trust Bank of Florida,
N.A. (previously filed as Exhibit 4.26 to the Company's Quarterly
Report on Form 10-Q for the quarter ended July 3, 1999 and
incorporated herein by reference).
4.27 Loan Agreement, dated July 23, 1999, in the amount of $7,500,000.00,
between the Company and Northern Trust Bank of Florida, N.A.
(previously filed as Exhibit 4.27 to the Company's Quarterly Report on
Form 10-Q for the quarter ended July 3, 1999 and incorporated herein
by reference).
4.28 Security Agreement, dated July 23, 1999, between the Company and
Northern Trust Bank of Florida, N.A. (previously filed as Exhibit 4.28
to the Company's Quarterly Report on Form 10-Q for the quarter ended
July 3, 1999 and incorporated herein by reference).
4.29 Promissory Note, dated July 23, 1999, in the amount of $7,500,000.00,
between the Company and Northern Trust Bank of Florida, N.A.
(previously filed as Exhibit 4.29 to the Company's Quarterly Report on
Form 10-Q for the quarter ended July 3, 1999 and incorporated herein
by reference).
10.1 Form of Distributor Agreement (Domestic) (previously filed as Exhibit
10.1 in the Company's Registration Statement on Form S1 filed on
October 15, 1996 (File No. 333-14183) and incorporated herein by
reference).
10.2 Form of Distributor Agreement (International) (previously filed as
Exhibit 10.2 in the Company's Registration Statement on Form S1 filed
on October 15, 1996 (File No. 333-14183) and incorporated herein by
reference).
75
76
10.3+ 1996 Sun Hydraulics Corporation Stock Option Plan (previously filed as
Exhibit 10.3 in the Pre-Effective Amendment No. 4 to the Company's
Registration Statement on Form S1 filed on December 19, 1996 (File No.
333-14183) and incorporated herein by reference).
10.4+ Amendment No. 1 to 1996 Stock Option Plan (previously filed as Exhibit
10.4 to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 and incorporated herein by reference).
10.5+ Form of Indemnification Agreement (previously filed as Exhibit 10.4 in
the Pre-Effective Amendment No. 4 to the Company's Registration
Statement on Form S1 filed on December 19, 1996 (File No. 333-14183)
and incorporated herein by reference).
10.6+ Sun Hydraulics Corporation Employee Stock Award Program (previously
filed as Exhibit 4 to the Company's registration statement on Form S-8
filed on July 20, 1999, and incorporated herein by reference).
21.1 Subsidiaries of the Company
23.1 Consent of Independent Certified Public Accountants
27.1 Financial Data Schedule for period ended January 1, 2000 (for SEC
purposes only).
+ Executive management contract or compensatory plan or arrangement.
76