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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

     
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
     
For the quarterly period ended September 25, 2004
  Commission file number 0-21835

SUN HYDRAULICS CORPORATION

(Exact Name of Registration as Specified in its Charter)


     
FLORIDA   59-2754337

 
 
 
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)
     
1500 WEST UNIVERSITY PARKWAY
SARASOTA, FLORIDA
  34243

 
 
 
(Address of Principal Executive Offices)   (Zip Code)
     
941/362-1200

 
(Registrant’s Telephone Number, Including Area Code)

     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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).   Yes [  ]   No [ X ]

     The Registrant had 6,930,446 shares of common stock, par value $.001, outstanding as of October 26, 2004.

 


Table of Contents

Sun Hydraulics Corporation
INDEX
For the quarter ended September 25, 2004

         
    Page
       
       
    3  
    4  
    5  
    6  
    7  
    8  
    14  
    19  
    20  
    20  
    21  
       
       
       
       
       
       
 Ex-10.12 Forms of Agreement For Grants
 Ex-31.1 Section 302 CEO Certification
 Ex-31.2 Section 302 CFO Certification
 Ex-32.1 Section 906 CEO Certification
 Ex-32.2 Section 906 CFO Certification

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PART I: FINANCIAL INFORMATION

Item 1.

Sun Hydraulics Corporation

Consolidated Balance Sheets
(in thousands, except share data)
                 
    September 25, 2004
  December 27, 2003
    (unaudited)        
Assets
               
Current assets:
               
Cash and cash equivalents
  $ 7,199     $ 4,794  
Restricted cash
    433       425  
Accounts receivable, net of allowance for doubtful accounts of $193 and $187
    8,420       6,215  
Inventories
    6,794       6,621  
Other current assets
    580       524  
 
   
 
     
 
 
Total current assets
    23,426       18,579  
Property, plant and equipment, net
    42,539       42,829  
Other assets
    1,593       1,624  
 
   
 
     
 
 
Total assets
  $ 67,558     $ 63,032  
 
   
 
     
 
 
Liabilities and Shareholders’ Equity
               
Current liabilities:
               
Accounts payable
  $ 2,214     $ 2,440  
Accrued expenses and other liabilities
    3,750       2,217  
Long-term debt due within one year
    991       937  
Dividends payable
    345       270  
Taxes payable
    2,101       51  
 
   
 
     
 
 
Total current liabilities
    9,401       5,915  
Long-term debt due after one year
    11,379       17,270  
Deferred income taxes
    4,363       4,456  
Other noncurrent liabilities
    305       328  
 
   
 
     
 
 
Total liabilities
    25,448       27,969  
Shareholders’ equity:
               
Preferred stock, 2,000,000 shares authorized, par value $0.001 no shares outstanding
           
Common stock, 20,000,000 shares authorized, par value $0.001
6,906,214 shares outstanding, September 25, 2004
6,757,941 shares outstanding, December 27, 2003
    7       7  
Capital in excess of par value
    27,796       26,478  
Unearned compensation related to outstanding restricted stock
    (415 )     (601 )
Retained earnings
    12,391       7,522  
Accumulated other comprehensive income
    2,331       1,657  
 
   
 
     
 
 
Total shareholders’ equity
    42,110       35,063  
Total liabilities and shareholders’ equity
  $ 67,558     $ 63,032  
 
   
 
     
 
 

The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.

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Sun Hydraulics Corporation

Consolidated Statements of Operations
(in thousands, except per share data)
                 
    Three months ended
    September 25, 2004
  September 27, 2003
    (unaudited)   (unaudited)
Net sales
  $ 23,164     $ 17,851  
Cost of sales
    16,117       13,328  
 
   
 
     
 
 
Gross profit
    7,047       4,523  
Selling, engineering and administrative expenses
    4,002       3,604  
 
   
 
     
 
 
Operating income
    3,045       919  
Interest expense
    123       137  
Foreign currency transaction (gain)/loss
    (43 )     (1 )
Miscellaneous (income)/expense, net
    (7 )     (1 )
 
   
 
     
 
 
Income before income taxes
    2,972       784  
Income tax provision
    1,092       275  
 
   
 
     
 
 
Net income
  $ 1,880     $ 509  
 
   
 
     
 
 
Basic net income per common share
  $ 0.27     $ 0.08  
Weighted average basic shares outstanding
    6,895       6,591  
Diluted net income per common share
  $ 0.27     $ 0.08  
Weighted average diluted shares outstanding
    6,972       6,635  
Dividends declared per share
  $ 0.05     $ 0.04  

The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.

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Sun Hydraulics Corporation

Consolidated Statements of Operations
(in thousands, except per share data)
                 
    Nine months ended
    September 25, 2004
  September 27, 2003
    (unaudited)   (unaudited)
Net sales
  $ 71,077     $ 53,188  
Cost of sales
    49,338       39,059  
 
   
 
     
 
 
Gross profit
    21,739       14,129  
Selling, engineering and administrative expenses
    12,262       11,491  
 
   
 
     
 
 
Operating income
    9,477       2,638  
Interest expense
    405       415  
Foreign currency transaction (gain)/loss
    (75 )     (190 )
Miscellaneous (income)/expense, net
    (25 )     (24 )
 
   
 
     
 
 
Income before income taxes
    9,172       2,437  
Income tax provision
    3,343       857  
 
   
 
     
 
 
Net income
  $ 5,829     $ 1,580  
 
   
 
     
 
 
Basic net income per common share
  $ 0.86     $ 0.24  
Weighted average basic shares outstanding
    6,811       6,491  
Diluted net income per common share
  $ 0.85     $ 0.24  
Weighted average diluted shares outstanding
    6,869       6,535  
Dividends declared per share
  $ 0.14     $ 0.12  

The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.

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Sun Hydraulics Corporation

Consolidated Statements of Changes in Shareholders’ Equity and Comprehensive Income
(unaudited)

(in thousands)

                                                                         
                                    Unearned                    
                                    compensation           Accumulated        
                            Capital in   related to           other        
            Preferre   Common   excess of   restricted   Retained   comprehensive   Treasury    
    Shares
  stock
  stock
  par value
  stock
  earnings
  income
  Stock
  Total
Balance, December 27, 2003
    6,759     $     $ 7     $ 26,478     $ (601 )   $ 7,522     $ 1,657     $     $ 35,063  
Shares issued, restricted stock
                                    186                               186  
Shares issued, ESPP
                            (68 )                                     (68 )
Shares issued, option exercises
    147                       1,386                                       1,386  
Treasury stock (32 Shares at cost)
                                                            (513 )      
Treasury stock (transferred to ESOP)
                                                            513        
Dividends declared
                                            (960 )                     (960 )
Comprehensive income:
                                                                       
Net income
                                            5,829                       5,829  
Foreign currency translation adjustments
                                                    674               674  
 
                                                                   
 
 
Comprehensive income
                                                                    6,503  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Balance, September 25, 2004
    6,906     $     $ 7     $ 27,796     $ (415 )   $ 12,391     $ 2,331     $     $ 42,110  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
     
 
     
 
 

The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.

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Sun Hydraulics Corporation

Consolidated Statements of Cash Flows
(in thousands)
                 
    Nine Months ended
    September 25, 2004
  September 27, 2003
    (unaudited)   (unaudited)
Cash flows from operating activities:
               
Net income
  $ 5,829     $ 1,580  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
    4,073       3,907  
Loss on disposal of assets
    43       367  
Deferred income taxes
    (93 )     (1 )
Allowance for doubtful accounts
    6       35  
Amortization of compensation expense
    186       116  
(Increase) decrease in:
               
Accounts receivable
    (2,211 )     (2,219 )
Inventories
    (173 )     34  
Taxes receivable
           
Other current assets
    (56 )     612  
Other assets
    31       (516 )
Increase (decrease) in:
               
Accounts payable
    (226 )     474  
Accrued expenses and other liabilities
    1,533       1,941  
Dividends payable
    75       11  
Taxes payable
    2,050       684  
Other liabilities
    (23 )     (38 )
 
   
 
     
 
 
Net cash provided by operating activities
    11,044       6,987  
Cash flows from investing activities:
               
Capital expenditures
    (3,531 )     (3,090 )
Proceeds from dispositions of equipment
    19       11  
 
   
 
     
 
 
Net cash used in investing activities
    (3,512 )     (3,079 )
Cash flows from financing activities:
               
Proceeds from debt
          18,850  
Repayment of debt
    (5,837 )     (8,411 )
Proceeds from stock issuance
    1,319       956  
Dividends to shareholders
    (960 )     (14,133 )
 
   
 
     
 
 
Net cash used in financing activities
    (5,478 )     (2,738 )
Effect of exchange rate changes on cash and cash equivalents
    359       (58 )
Net increase in cash and cash equivalents
    2,413       1,112  
 
   
 
     
 
 
Cash and cash equivalents, beginning of period
    5,219       3,958  
 
   
 
     
 
 
Cash and cash equivalents, end of period
  $ 7,632     $ 5,070  
 
   
 
     
 
 
Supplemental disclosure of cash flow information:
               
Cash paid/(received):
               
Interest
  $ 405     $ 415  
Income taxes
  $ 1,386     $ 174  

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, UNAUDITED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)

1. BASIS OF PRESENTATION AND SUMARY OF BUSINESS

Sun Hydraulics Corporation and its wholly-owned subsidiaries 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, Korea, and China. Sun Hydraulics Corporation (“Sun Hydraulics”), with its main offices located in Sarasota, Florida, designs, manufactures, and sells primarily through distributors. Sun Hydraulik Holdings Limited (“Sun Holdings”), a wholly-owned subsidiary of Sun Hydraulics, was formed to provide a holding company 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 operates a manufacturing and distribution facility located in Erkelenz, Germany. Sun Hydraulics Korea Corporation (“Sun Korea”), a wholly-owned subsidiary of Sun Hydraulics, located in Inchon, South Korea, operates a manufacturing and distribution facility. Sun Hydraulics Systems (Shanghai) Co., Ltd. (“Sun China”), a 50/50 joint venture between Sun Hydraulics and Links Lin, the owner of Sun Hydraulics’ Taiwanese distributor, is located in Shanghai, China, and operates a manufacturing and distribution facility.

The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for reporting on Form 10-Q. Accordingly, certain information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements are not included herein. The financial statements are prepared on a consistent basis (including normal recurring adjustments) and should be read in conjunction with the consolidated financial statements and related notes contained in the Annual Report on Form 10-K for the fiscal year ended December 27, 2003, filed by Sun Hydraulics Corporation (together with its subsidiaries, the “Company”) with the Securities and Exchange Commission on March 26, 2004. In Management’s opinion, all adjustments necessary for a fair presentation of the Company’s financial statements are reflected in the interim periods presented. Operating results for the three and nine month periods ended September 25, 2004, are not necessarily indicative of the results that may be expected for the period ending December 25, 2004.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Stock-Based Compensation

The Company has adopted the disclosure only provisions of Statements of Financial Accounting Standards (FAS) No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, an amendment to FAS 123, Accounting for Stock-Based Compensation, and has elected to follow Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees and related interpretations in accounting for its employee stock options. Under APB 25, because the exercise price of employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recorded. If the Company had elected to recognize compensation expense for stock options based on the fair value at grant date, consistent with the method prescribed by FAS 123, net income and earnings per share would have been reduced to the pro forma amounts below. The pro forma amounts were determined using the Black-Scholes valuation model with weighted average assumptions as set forth below.

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    Three Months Ended
  Nine Months Ended
    September 25,   September 27,   September 25,   September 27,
    2004
  2003
  2004
  2003
Net Income as Reported
  $ 1,880     $ 509     $ 5,829     $ 1,580  
Stock-based compensation reported in net income, net of related taxes
    35       32       117       73  
Stock compensation expense calculated under FAS 123, net of related taxes
    (49 )     (55 )     (159 )     (141 )
 
   
 
     
 
     
 
     
 
 
Pro Forma Net Income
  $ 1,866     $ 486     $ 5,787     $ 1,512  
 
   
 
     
 
     
 
     
 
 
Basic earnings per common share:
                               
As reported
  $ 0.27     $ 0.08     $ 0.86     $ 0.24  
Pro forma
  $ 0.27     $ 0.07     $ 0.85     $ 0.23  
Diluted earnings per common share:
                               
As reported
  $ 0.27     $ 0.08     $ 0.85     $ 0.24  
Pro forma
  $ 0.27     $ 0.07     $ 0.84     $ 0.23  
Assumptions
                               
Risk-free interest rate
    4.03 %     4.02 %     4.03 %     4.02 %
Expected lives (in years)
    6.5       6.5       6.5       6.5  
Expected volatility
    40.00 %     18.00 %     40.00 %     18.00 %
Dividend yield
    1.53 %     2.00 %     1.53 %     2.00 %

Earnings per share

The following table represents the computation of basic and diluted earnings per common share as required by SFAS No. 128 “Earnings Per Share” (in thousands, except per share data):

                                 
    Three Months Ended
  Nine Months Ended
    September 25, 2004
  September 27, 2003
  September 25, 2004
  September 27, 2003
Net income
  $ 1,880     $ 509     $ 5,829     $ 1,580  
Basic weighted average number of common shares outstanding
    6,895       6,591       6,811       6,491  
Basic earnings per common share
  $ 0.27     $ 0.08     $ 0.86     $ 0.24  
Effect of dilutive stock options
    77       44       58       43  
Diluted weighted average number of common shares outstanding
    6,972       6,635       6,869       6,535  
Diluted earnings per common share
  $ 0.27     $ 0.08     $ 0.85     $ 0.24  

Diluted earnings per common share excludes antidilutive stock options of approximately 45,000 for each period ended September 25, 2004, and 276,000 for each period ended September 27, 2003.

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3. RESTRICTED CASH

The restricted cash balance at September 25, 2004, consisted of $433 in reserves as a required deferment for customs and excise taxes in the U.K. operation. The restricted amount was calculated as an estimate of two months of customs and excise taxes for items coming into the Company’s U.K. operations and was held with Lloyd’s TSB in the U.K.

4. INVENTORIES

                 
    September 25, 2004
  December 27, 2003
Raw materials
  $ 2,577     $ 2,120  
Work in process
    2,309       2,390  
Finished goods
    2,163       2,308  
Provision for slow moving inventory
    (255 )     (197 )
 
   
 
     
 
 
Total
  $ 6,794     $ 6,621  
 
   
 
     
 
 

5. GOODWILL

On September 25, 2004, the Company had $715 of goodwill, related to its acquisition of Sun Korea. Goodwill is held in other assets on the balance sheet. Valuation models reflecting the expected future cash flow projections were used to value Sun Korea at December 27, 2003. The analysis indicated that there was no impairment on the carrying value of the goodwill. As of September 25, 2004, no factors were identified that indicated impairment on the carrying value of the goodwill.

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6. LONG-TERM DEBT

                 
    September 25, 2004
  December 27, 2003
$11,000 five-year note, collateralized by U.S. real estate and equipment and a 65% stock pledge in the foreign subsidiaries, interest rate Libor + 1.9% or prime rate at Company’s discretion, due July 23, 2008.
  $ 10,358     $ 10,770  
$12,000 revolving line of credit, collateralized by U.S. real estate and equipment and a 65% stock pledge in the foreign subsidiaries, interest rate Libor + 1.9% or prime rate at Company’s discretion, due July 23, 2006.
          5,150  
$2,400 12-year mortgage note on the German facility, fixed interest rate of 6.05%, due September 30, 2008.
    930       1,086  
10-year notes, fixed interest rates ranging from 3.5-5.1%, collateralized by equipment in Germany, due between 2009 and 2011.
    1,000       1,103  
Other
    82       98  
 
   
 
     
 
 
 
    12,370       18,207  
Less amounts due within one year
    (991 )     (937 )
 
   
 
     
 
 
Total
  $ 11,379     $ 17,270  
 
   
 
     
 
 

Certain of these debt instruments are subject to debt covenants including 1) Fixed Charges Coverage Ratio (as defined) of 2.0 to 1.0, determined quarterly on a rolling four quarters basis, 2) Debt (as defined) to Tangible Net Worth (as defined) of not more than 1.5 to 1.0, determined quarterly, 3) Current Ratio of 1.5 to 1.0, determined quarterly, 4) Funded Debt (as defined) to EBITDA of less than 3.25 to 1.0, determined quarterly on a rolling four quarters basis, and 5) the Company’s primary domestic depository accounts shall be with SouthTrust Bank. As of September 25, 2004, the Company was in compliance with all debt covenants.

7. SEGMENT REPORTING

The individual subsidiaries comprising the Company operate predominantly in a single industry as manufacturers and distributors of hydraulic components. The Company is multinational with operations in the United States, and subsidiaries in the United Kingdom, Germany, and Korea. In computing operating profit for the foreign subsidiaries, no allocations of general corporate expenses have been made. Management bases its financial decisions by the geographical location of its operations.

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.

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Segment information is as follows:

                                                 
    United                   United        
    States
  Korea
  Germany
  Kingdom
  Elimination
  Consolidated
Three Months Ended September 25, 2004
                                               
Sales to unaffiliated customers
  $ 14,676     $ 1,900     $ 3,390     $ 3,198     $     $ 23,164  
Intercompany sales
    4,112             19       465       (4,596 )      
Operating income/(loss)
    1,921       201       791       135       (3 )     3,045  
Depreciation
    960       34       132       259             1,385  
Capital expenditures
    883       32       38       99             1,052  
Three Months Ended September 27, 2003
                                               
Sales to unaffiliated customers
  $ 11,208     $ 1,630     $ 2,316     $ 2,697     $     $ 17,851  
Intercompany sales
    2,918             9       323       (3,250 )      
Operating income/(loss)
    508       187       432       (190 )     (18 )     919  
Depreciation
    900       32       94       235             1,261  
Capital expenditures
    757       386       111       466             1,720  
Nine Months Ended September 25, 2004
                                               
Sales to unaffiliated customers
  $ 44,566     $ 6,744     $ 9,860     $ 9,907     $     $ 71,077  
Intercompany sales
    12,029             52       1,301       (13,382 )      
Operating income/(loss)
    6,361       776       2,013       338       (11 )     9,477  
Depreciation
    2,835       102       341       795             4,073  
Capital expenditures
    2,921       40       105       465             3,531  
Nine Months Ended September 27, 2003
                                               
Sales to unaffiliated customers
  $ 32,473     $ 5,175     $ 6,951     $ 8,589     $     $ 53,188  
Intercompany sales
    9,794             33       1,032       (10,859 )      
Operating income/(loss)
    1,806       541       925       (655 )     21       2,638  
Depreciation
    2,752       89       285       781             3,907  
Capital expenditures
    1,688       418       203       781             3,090  

Operating income is total sales and other operating income less operating expenses. In computing segment operating income/(loss), 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 $7,655 and $5,830 during the nine months ended September 25, 2004, and September 27, 2003, respectively.

8. NEW ACCOUNTING PRONOUNCEMENTS

In January 2003, the FASB issued FASB Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51 (ARB 51). FIN 46 provides guidance in determining (1) whether consolidation is required under the “controlling financial interest” model of ARB 51 or (2) whether the variable interest model under FIN 46 should be used to account for existing and new entities. In December 2003, the FASB released a revised version of FIN 46 (FIN 46A) clarifying certain aspects of FIN 46 and providing certain entities with exemptions from its requirements. The Company uses the equity method of accounting to account for investments in its joint venture in China in which it does not have a majority ownership or exercise control. The Company adopted FIN 46 as of January 1, 2004, and does

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not believe that its investment in the China Joint Venture is a Variable Interest Entity within the scope of FASB Interpretation (FIN) No. 46, Consolidation of Variable Interest Entities, an interpretation of ARB No. 5, nor is it material to the financial statements of the Company at September 25, 2004.

9. 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 results of operations, financial position or cash flows of the Company.

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Item 2. 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 through wholly owned companies and independent distributors with some direct accounts. Sales outside the United States for the quarter ended September 25, 2004, were 49% of total net sales.

Approximately 66% of product sales are used by the mobile market, which is 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. Some examples of mobile equipment include off-road construction equipment, fire and rescue equipment and mining machinery.

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, and which operates at higher pressures and duty cycles. Automation machinery, metal cutting machine tools and plastics machinery are some examples of industrial equipment. The Company sells to both markets with a single product line.

Industry conditions

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. According to the National Fluid Power Association (the fluid power industry’s trade association in the United States), United States shipments of hydraulic products declined during the past three years, decreasing -16%, -3% and -2% in 2001, 2002 and 2003, respectively. The declining trend has reversed as the United States hydraulics industry has expanded significantly in the first nine months of 2004.

The Company’s order trend has historically tracked closely to the United States Purchasing Managers Index (PMI). The index was 58.5 at the end of September 2004 compared to 53.7 at the end of September 2003. When PMI is over 50, it indicates economic expansion.

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Results for the third quarter

(Dollars in millions except net income per share)

                         
    September 25,   September 27,    
    2004
  2003
  Increase
Three Months Ended
                       
Net Sales
  $ 23.2     $ 17.9       30 %
Net Income
  $ 1.9     $ 0.5       280 %
Net Income per share:
                       
Basic
  $ 0.27     $ 0.08       238 %
Fully Diluted
  $ 0.27     $ 0.08       238 %
Nine Months Ended
                       
Net Sales
  $ 71.1     $ 53.2       34 %
Net Income
  $ 5.8     $ 1.6       263 %
Net Income per share:
                       
Basic
  $ 0.86     $ 0.24       258 %
Fully Diluted
  $ 0.85     $ 0.24       254 %

Sales increases by business segment were as follows:

                 
    3rd Quarter
  Year-to-date
United States
    31 %     37 %
United Kingdom
    19 %     15 %
Germany
    46 %     42 %
Korea
    17 %     30 %

The first half of the year surge in orders continued into the third quarter with a 33% increase over last year. The Company believes its flexible production capability and its responsive supplier base continues to provide excellent delivery performance to its customers.

Gross profit increased 56% compared to the same quarter last year. Gross profit as a percentage of net sales increased to 30% from 25% last year. Sales volume and productivity increases more than offset increased material costs.

The Company is sharing in the raw material cost increases experienced by its suppliers; however, direct production unit costs are unchanged. To further combat the continuing rise in material costs, the Company has announced a modest price increase on selected products effective the beginning of next year.

Outlook

The order rate for October 2004, the first month of the fourth quarter, showed a substantial increase over the third quarter.

Fourth quarter shipments are estimated to be $22.0 million, which would be a 25% increase over the same quarter last year. The majority of this increase is projected to be in the U.S. operation as the rate of growth internationally is projected to slow.

Net income per share on sales of $22.0 million should yield approximately $0.15, which would bring net income per share for the year to $1.00.

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COMPARISON OF THREE MONTHS ENDED SEPTEMBER 25, 2004 AND SEPTEMBER 27, 2003

Net Sales

Net sales were $23.2 million, an increase of $5.3 million, or 29.8%. Third party sales in the United States operation increased 30.9% with an increase of 5.6% to Asia, a 35.4% increase to Canada and a 34.7% increase to United States distributors.

Net sales in the Korean operation increased 16.6%. The demand for construction equipment in China is driving a significant portion of the increased sales in Korea as well as Japan and other Asian markets.

Net sales in the United Kingdom operation increased 18.6%. Domestic UK sales increased 17.4% and sales to Scandinavia increased 20.2%.

Net sales in the German operation increased 46.3%. Sales within Germany increased 31.0% and sales in Italy and Austria increased 87.5%.

Gross Profit

Gross profit increased 55.8%, or $2.5 million. Gross profit as a percentage of net sales increased to 30.4% from 25.3% last year. The increase in gross profit as a percentage of sales was due to the favorable effects of increased sales volume, exchange rates and productivity increases. These were partially offset by increased material and employee benefit costs.

Selling, Engineering, and Administrative Expenses

Selling, engineering and administrative expenses increased 11%, or $0.4 million, to $4.0 million compared to $3.6 million the same quarter last year. The increase was primarily due to higher employee wages and benefit costs, outside services including website development, and higher than usual travel and meetings expenses.

Interest Expense

Interest expense for the quarter ended September 25, 2004, remained flat at $0.1 million compared to the quarter ended September 27, 2003. Total average debt for the quarter ended September 25, 2004, was $13.6 million compared to $14.6 million for the quarter ended September 27, 2003.

Foreign Currency Transaction (Gain) Loss

There was minimal impact to net income in the quarters ended September 25, 2004 and September 27, 2003, as a result of foreign currency transactions.

Income Taxes

The provision for income taxes for the quarter ended September 25, 2004, was 36.7% of pretax income compared to 35.1% for the quarter ended September 27, 2003. The change was due to the relative mix of income and different tax rates in effect among the countries in which the Company sells its products.

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 25, 2004 AND SEPTEMBER 27, 2003

Net Sales

Net sales were $71.1 million, an increase of $17.9 million, or 33.6%. This increase reflected the recovery of the capital goods market in the United States, demand for construction equipment in China and strong demand in Central Europe.

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Gross Profit

Gross profit increased 53.9%, or $7.6 million. Gross profit as a percentage of net sales increased to 30.6% from 26.6% last year. The increase in gross profit as a percentage of sales was due to the favorable effects of increased sales volume, exchange rates and productivity increases. These were partially offset by increased material and employee benefit costs.

Selling, Engineering, and Administrative Expenses

Selling, engineering and administrative expenses increased 6.7%, or $0.8 million, to $12.3 million compared to last year. The second quarter of last year included a non-recurring write-off of software in the U.K. operating segment. Excluding the non-recurring item last year, selling, engineering and administrative expenses increased 10.2% or $1.2 million. The increase was primarily due to higher professional fees, outside services, and wage and benefit related expenses including the establishment of an Employee Stock Ownership Plan (ESOP).

Interest Expense

Interest expense for the nine months ended September 25, 2004, remained flat at $0.4 million compared to the nine months ended September 27, 2003. Total average debt for the period ended September 25, 2004, was $15.3 million compared to $14.8 million for the period ended September 27, 2003.

Foreign Currency Transaction (Gain) Loss

Foreign currency transaction gains of $0.1 million for the nine months ended September 25, 2004, was due to the gains of the Euro and Won in the German and Korean operations, and the loss of the Pound in the U.K. operations, against the U. S. Dollar. Foreign currency transaction gain of $0.2 million in the nine months ended September 27, 2003, was due primarily to the gain of the Euro against the U. S. Dollar in the German operation.

Income Taxes

The provision for income taxes for the nine months ended September 25, 2004, was 36.4% of pretax income compared to 35.2% for the nine months ended September 27, 2003. The change was due to the relative mix of income and different tax rates in effect among the countries in which the Company sells its products.

LIQUIDITY AND CAPITAL RESOURCES

Historically, the Company’s primary source of capital has been cash generated from operations, although fluctuations in working capital requirements have from time to time been met through borrowings under revolving lines of credit. The Company’s principal uses of cash have been to pay operating expenses, make capital expenditures, pay dividends to shareholders, and service debt.

Cash from operations for the nine months ended September 25, 2004, was $11.0 million, compared to $7.0 million for the nine months ended September 27, 2003. The $4.0 million increase in cash from operations was due primarily to the $4.2 million increase in net income, offset by working capital changes. Days sales outstanding (DSO) were 33 and 40 at September 25, 2004, and September 27, 2003, respectively. Inventory turns improved to 9.5 at September 25, 2004, compared with 8.0 at September 27, 2003. Inventory levels were unchanged.

Capital expenditures, consisting primarily of purchases of machinery and equipment, were $3.5 million for the nine months ended September 25, 2004, compared to $3.1 million for the nine months ended September 27, 2003. Capital expenditures for the year are projected to be approximately $5.0 million.

The Company declared quarterly dividends of $0.05 per share to shareholders of record September 30, 2004, payable on October 15, 2004. 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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The Company believes that cash generated from operations and its borrowing availability under its revolving Line of Credit will be sufficient to satisfy the Company’s operating expenses and capital expenditures for the foreseeable future. In the event that economic conditions were to severely worsen for a protracted period of time, the Company would have several options available to ensure liquidity in addition to increased borrowing. Capital expenditures could be postponed since they primarily pertain to long-term improvements in operations. Additional operating expense reductions also could be made. Finally, the dividend to shareholders could be reduced or suspended.

Off Balance Sheet Arrangements

The Company uses the equity method of accounting to account for investments in its joint venture in China in which it does not have a majority ownership or exercise control. The Company does not believe that its investment in the China Joint Venture is a Variable Interest Entity and within the scope of FASB Interpretation (FIN) No. 46, Consolidation of Variable Interest Entities, an interpretation of ARB No. 5, nor is it material to the financial statements of the Company at September 25, 2004.

Seasonality

The Company generally has experienced increased sales during the second quarter of the year largely as a result of the order patterns of our customers. As a result, the Company’s second quarter net sales, income from operations, and net income historically are the highest of any quarter during the year.

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.

Critical Accounting Policies and Estimates

The Company currently only applies judgment and estimates, which may have a material effect on the eventual outcome of assets, liabilities, revenues and expenses, for impairment of long-lived assets, accounts receivable, inventory, goodwill and accruals. The following explains the basis and the procedure for each account where judgment and estimates are applied.

Revenue Recognition

It is the Company’s accounting policy to report revenues when title passes and risk of loss transfers to the customer. The effect of material non-recurring events is provided for when they become known.

Impairment of Long-Lived Assets

In accordance with Statement of Financial Accounting Standards No. 144, Accounting for Impairment or Disposal of Long-lived Assets (“SFAS 144”), long-lived assets, such as property and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the asset is measured by comparison of its carrying amount to future net cash flows the asset is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair market value.

The Company assesses the recoverability of goodwill and intangible assets not subject to amortization under SFAS 142. See Goodwill below.

Accounts Receivable

The Company sells to most of its customers on a recurring basis, primarily through distributors with which the Company maintains long-term relationships. As a result, bad debt experience has not been material. The allowance for doubtful accounts is determined on a specific identification basis by a review of those accounts that are significantly in arrears. There is no assurance that a distributor or a large direct sale customer with

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overdue accounts receivable balances will not develop financial difficulties and default on payment. See balance sheet for allowance amounts.

Inventory

The Company offers a wide variety of standard products and as a matter of policy does not discontinue products. On an ongoing basis, component parts found to be obsolete through design or process changes are disposed of and charged to material cost. The Company reviews on-hand balances of products and component parts against specific criteria. Products and component parts without usage or that have excess quantities on hand are evaluated. An inventory reserve is then established for the full inventory carrying value of those products and component parts deemed to be obsolete or slow moving. See Note 4 for inventory reserve amounts.

Goodwill

The Company acquired its Korean operations in September 1998 using the purchase method. As a result, goodwill is reflected on the consolidated balance sheet. A valuation based on the cash flow method was performed at December 27, 2003, and it was determined that the value of the goodwill was not impaired. There is no assurance that the value of the acquired company will not decrease in the future due to changing business conditions. See Note 7 for goodwill amounts.

Accruals

The Company makes estimates related to certain employee benefits and miscellaneous accruals. Estimates for employee benefit accruals are based on information received from plan administrators in conjunction with management’s assessments of estimated liabilities related to workers’ compensation, the 401(k) plan discretionary match, and health care benefits. Estimates for miscellaneous accruals are based on management’s assessment of estimated liabilities for costs incurred.

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, 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” (including under the subheading “Business Risk Factors”) in the Company’s

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Form 10-K for the year ended December 27, 2003, and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” in this Form 10-Q for the quarter ended September 25, 2004. 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.

Item 3. 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. The Company had approximately $10.4 million in variable-rate debt outstanding at September 25, 2004. The Company has managed this risk by its ability to select the interest rate on its debt financing at Libor plus 1.9% or its lender’s prime rate, whichever is more advantageous. Beginning in July 2004, the interest rate on its debt financing remained variable based upon the Company’s leverage ratio. At September 25, 2004, a 1% change in interest rates up or down would affect the Company’s income statement on an annual basis by approximately $104,000 at the current, variable-rate outstanding debt level. At September 27, 2003, the Company had $17.8 million in variable-rate debt outstanding and, as such, a 1% change in interest rates up or down would have affected the Company’s income statement on an annual basis by approximately $178,000.

The Company’s exposure to foreign currency exchange fluctuations relates primarily to the direct investment in its facilities in the United Kingdom, Germany, and Korea. The Company does not use financial instruments to hedge foreign currency exchange rate changes.

Item 4. CONTROLS AND PROCEDURES

As of September 25, 2004, the Company’s management, under the direction of its Chief Executive Officer and the Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Company’s Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 25, 2004, in timely alerting them to material information required to be included in the Company’s periodic SEC filings.

There were no significant changes in the Company’s internal controls over financial reporting during the quarter ended September 25, 2004, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

     None.

Item 2. Changes in Securities, Use of Proceeds and Issuer Repurchases of Equity Securities.

     None.

Item 3. Defaults upon Senior Securities.

     None.

Item 4. Submission of Matters to a Vote of Security Holders.

     None.

Item 5. Other Information.

          The Company has established the date for its next Annual Meeting of Shareholders, which will be held on June 11, 2005, in Sarasota, Florida.

Item 6. Exhibits and Reports on Form 8-K.

Exhibits:

         
Exhibit        
Number   Exhibit Description    
 
       
10.12+
  Forms of agreement for grants under the Sun Hydraulics Corporation 1996 Stock Option Plan    
 
       
31.1
  CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.    
 
       
31.2
  CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.    
 
       
32.1
  CEO Certification pursuant to 18 U.S.C. § 1350.    
 
       
32.2
  CFO Certification pursuant to 18 U.S.C. § 1350.    

(b) Reports on Form 8-K

1.   Report on Form 8-K (dated August 2, 2004) filed August 2, 2004, announcing the financial results for the second quarter of 2004 and establishment of an Employee Stock Ownership Plan.
 
2.   Report on Form 8-K (dated August 2, 2004) filed August 6, 2004, announcing a copy of the transcript of the conference call held on August 2, 2004.

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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 November 5, 2004.

             
    SUN HYDRAULICS CORPORATION
 
           
  By:   /s/ Richard J. Dobbyn    
     
 
   
      Richard J. Dobbyn    
      Chief Financial Officer (Principal    
      Financial and Accounting Officer)    

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