-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OluElMVukblwMRnjreR3QOoqrh0V6u5+C/Z1Bo5l/6v7byDTeqqJH9G2UKesvXoj VrrrZIkpV/EYGUgbey4ycg== /in/edgar/work/0000912057-00-048892/0000912057-00-048892.txt : 20001114 0000912057-00-048892.hdr.sgml : 20001114 ACCESSION NUMBER: 0000912057-00-048892 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001109 ITEM INFORMATION: FILED AS OF DATE: 20001113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAUER DANFOSS INC CENTRAL INDEX KEY: 0000865754 STANDARD INDUSTRIAL CLASSIFICATION: [3590 ] IRS NUMBER: 363482074 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14097 FILM NUMBER: 759906 BUSINESS ADDRESS: STREET 1: 2800 EAST 13TH STREET CITY: AMES STATE: IA ZIP: 50010 BUSINESS PHONE: 5152396000 MAIL ADDRESS: STREET 1: 2800 EAST 13TH STREET CITY: AMES STATE: IA ZIP: 50010 FORMER COMPANY: FORMER CONFORMED NAME: SAUER INC DATE OF NAME CHANGE: 19940929 8-K 1 a2030220z8-k.txt 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 13, 2000 Sauer-Danfoss Inc. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware 333-48299 36-3482074 - --------------- ------------- -------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 2800 East 13th Street, Ames, Iowa 50010 - ---------------------------------------- --------- (Address of principal executive offices) (Zip Code) Registrants telephone number, including area code: (515) 239-6000 Exhibit Index on Page 3 2 Item 5. Other Events. - ---------------------- This Current Report on Form 8-K is being filed for the purpose of disclosing one press release filed as Exhibit 99.1 hereto and which is herein incorporated by reference in its entirety.
EXHIBIT INDEX Exhibit No. Description - ------- ----------- 99.1 Press Release, dated November 7, 2000
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SAUER-DANFOSS INC. Date: November 13, 2000 By: /s/ Kenneth D. McCuskey ----------------------------- Name: Kenneth D. McCuskey Title: Vice President-Finance and Treasurer EX-99.1 2 a2030220zex-99_1.txt PRESS RELEASE 11/7/00 [SAUER DANFOSS LOGO] FOR IMMEDIATE RELEASE NOVEMBER 7, 2000 SAUER-DANFOSS INC. REPORTS SOLID INCREASES IN THIRD QUARTER SALES AND EARNINGS AMES, IOWA, USA, NOVEMBER 7, 2000--SAUER-DANFOSS INC. (NYSE: SHS), today announced its financial results for the third quarter and nine months ended October 1, 2000. The financial statements for both the 2000 third quarter and nine months include the operations of Danfoss Fluid Power A/S, which was acquired on May 3, 2000, in a transaction using the purchase method of accounting. Net income for the third quarter 2000, excluding one-time merger-related costs and gains, totaled $8.1 million, or $0.18 per share, compared with net income for the third quarter 1999 of $3.6 million, or $0.14 per share. The third quarter 2000 amounts do not reflect $0.06 per share of one-time merger-related costs and gains. Reported net income for the third quarter 2000 was $5.3 million, or $0.12 per share. Danfoss Fluid Power contributed $0.03 per share to earnings. Net sales for the quarter were $197.4 million, up 71.5 percent from 1999 net sales of $115.1 million. On a comparable basis, excluding the operations of Danfoss Fluid Power, net sales were up 14.0 percent in local currency, and at $124.2 million, up 7.9 percent as reported in U.S. dollars. Klaus H. Murmann, Chairman, commented, "We had an outstanding quarter, with sales up 14 percent on a comparable basis, and earnings per share up 28 percent, excluding merger-related costs. I am particularly pleased with the strong performance of Danfoss Fluid Power, which added $0.03 per share to earnings in our first full quarter of operating as a combined company." Murmann continued, "We have recorded the strong sales and earnings in spite of lower sales in construction and road building." On a comparable basis, excluding Danfoss Fluid Power, third quarter 2000 sales for the turf care market were up 26.4 percent, agricultural market sales were up 14.0 percent, the specialty vehicle market was up 7.0 percent, and distribution and aftermarket was up 1.0 percent. Construction market sales were down 7.4 percent and road building sales were down by 13.1 percent. On a comparable basis, total backlog at the end of the third quarter 2000 was up 15.3 percent in local currency, and at $246.3 million, up 8.2 percent from last year's level of $227.6 million, as reported in U.S. dollars. Orders received for the third quarter were up 4.0 percent over the same period last year in local currency, but in U.S. dollars down by 2.5 percent at $128.0 million. NINE MONTH REVIEW Net income for the first nine months of 2000, excluding one-time merger-related costs and gains, totaled $30.7 million, or $0.83 per share, compared with net income for the first nine months of 1999 of $19.5 million, or $0.72 per share. The nine months 2000 amounts do not reflect $0.19 per share of one-time merger-related costs and gains. Reported net income for the first nine months of 2000 was $23.6 million, or $0.64 per share. Danfoss Fluid Power contributed $0.01 per share to earnings. Net sales for the first nine months of 2000 were $586.6 million, up 41.0 percent from 1999 net sales of $416.1 million. On a comparable basis, net sales were up 13.3 percent in local currency, and at $455.8 million, up 9.5 percent from 1999 as reported in U.S. dollars. Orders received for the first nine months of 2000, on a comparable basis, were up 24.3 percent in local currency, and at $449.8 million, up 17.7 percent over the same period last year as reported in U.S. dollars. SEGMENT RESULTS North American third quarter 2000 net sales were $103.8 million, an increase of 41.6 percent from 1999 net sales of $73.3 million, or an increase of 9.7 percent on a comparable basis. Net income for North America for the third quarter 2000 was $0.7 million compared with $3.7 million for 1999. On a comparable basis, 2000 net income was $3.4 million. Total backlog at the end of the third quarter 2000, on a comparable basis, was $170.6 million, up 13.0 percent from last year's level of $151.0 million. Orders received for the third quarter were $82.7 million, a decrease of 3.4 percent over the same period last year. European third quarter 2000 net sales were $91.4 million, or 125.7 percent above 1999 net sales of $40.5 million. On a comparable basis, net sales were up 19.6 percent in local currency, and up 2.7 percent as reported in U.S. dollars. Net income for Europe for the third quarter 2000 was $5.7 million compared with $0.1 million for 1999. On a comparable basis, 2000 net income was $0.6 million. Total backlog at the end of the third quarter 2000, on a comparable basis, was up 20.9 percent in local currency, and at $74.5 million, down 0.5 percent from last year's level of $74.9 million, as reported in U.S. dollars. Orders received for the third quarter were up 17.6 percent in local currency on the same period last year, but down 3.3 percent to $43.8, as reported in U.S. dollars. East Asia third quarter 2000 net sales were $7.5 million, an increase of 56.2 percent over 1999 sales of $4.8 million, but a decrease of 4.2 percent on a comparable basis. "While the segment results reflect a slowing in North America, we continue to see strength in our European operations," stated Murmann. "In Europe, the strong results were led by the record sales and earnings in our Danish and German operations. We are beginning to see the synergies and market share gains we expected with our merger with Danfoss Fluid Power." UPDATE ON DANFOSS FLUID POWER INTEGRATION Murmann reported, "The Company's restructuring plans are proceeding well. In the third quarter, a number of product lines were moved from the Racine, Wisconsin, plant to the West Branch, Iowa, plant. We are on track to complete the move by year-end and continue to expect annual pre-tax savings of $2.5 million. We are also restructuring our European sale offices and are also scheduled to finish by year-end. The merger with Danfoss Fluid Power has given us opportunities to rationalize any overlap between our businesses, and we continue to focus on improving the operating efficiency of the Company." GROWTH STRATEGY Mr. Murmann continued, "As the global leader in mobile hydraulics, we are well-positioned to achieve strong growth over the long-term through our focused growth strategy. The strength of our combined companies enables us to effectively market more components and complete systems to our existing customers, while at the same time target new market opportunities through continued global expansion and selective, value-added acquisitions." FOURTH QUARTER OUTLOOK Mr. Murmann commented, "Our strong results for the first nine months are somewhat tempered by the declines we are seeing in the construction and road building markets, especially in North America. We now see the full year 2000 net income, before amortization and restructuring costs, coming in between $0.95 to $1.00 per share. This compares to our earlier projections of $0.90 per share. We are estimating amortization and restructuring costs to be approximately $0.31 per share compared to our earlier projection of $0.20 to $0.22 per share. We are now forecasting full year 2000 reported earnings of $0.64 to $0.69. The higher one-time costs are being primarily driven by our decision to close and move the Racine plant. This move, as stated before, will result in additional pre-tax savings of $2.5 million. The total annual pre-tax sales and cost synergies from our merger with Danfoss Fluid Power are now forecasted to reach $19.0 - $23.0 million by 2004." Sauer-Danfoss Inc. is a worldwide leader in the design, manufacture and sale of engineered hydraulic systems and components for use primarily in applications of off-highway mobile equipment. Sauer-Danfoss, with approximately 6,500 employees worldwide and sales of about $950 million, has manufacturing and engineering capabilities in Europe, the United States and China, and principal business centers in Ames, Iowa, Neumunster, Germany, and Nordborg, Denmark. More details online at www.sauer-danfoss.com. THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS. THE COMPANY'S REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PROVIDE A MORE DETAILED DESCRIPTION OF THESE RISKS AND UNCERTAINTIES. FOR FURTHER INFORMATION PLEASE CONTACT: SAUER-DANFOSS INC. - INVESTOR RELATIONS KENNETH D. MCCUSKEY Sauer-Danfoss Inc. Phone: (515) 239-6364 Vice President - Finance 2800 East 13th Street Fax: (515) 239-6443 Ames, Iowa, USA 50010 kmccuskey@sauer-danfoss.com JOHN N. LANGRICK Sauer-Danfoss Inc. Phone: +49-4321-871-190 Director of Finance - Europe Krokamp 35 Fax: +49-4321-871-121 D-24539 Neumunster jlangrick@sauer-danfoss.com
Internet: http://www.sauer-danfoss.com CONDENSED CONSOLIDATED STATEMENT OF INCOME
13 Weeks Ended 39 Weeks Ended Unaudited OCTOBER 1, October 3, OCTOBER 1, October 3, (Dollars in thousands except share and per share data) 2000 1999 2000 1999 - -------------------------------------------------------------------------------------------------------------------------------- NET SALES $ 197,366 $ 115,068 $ 586,617 $ 416,129 Cost of sales 147,103 87,659 433,160 312,196 - -------------------------------------------------------------------------------------------------------------------------------- Gross profit 50,263 27,409 153,457 103,933 Selling 11,971 5,880 28,923 18,808 Research and development 8,105 5,621 22,882 17,149 Administrative 15,705 7,621 41,831 23,826 Restructuring charges 6,559 - 8,977 - - -------------------------------------------------------------------------------------------------------------------------------- Total operating expenses 42,340 19,122 102,613 59,783 - -------------------------------------------------------------------------------------------------------------------------------- INCOME FROM OPERATIONS 7,923 8,287 50,844 44,150 Nonoperating income (expenses): Interest expense, net (2,882) (1,634) (7,882) (6,402) Minority interest (236) (919) (6,867) (6,701) Other, net 3,934 37 2,636 (103) - -------------------------------------------------------------------------------------------------------------------------------- Income before income taxes 8,739 5,771 38,731 30,944 Income taxes (3,408) (2,137) (15,105) (11,449) - -------------------------------------------------------------------------------------------------------------------------------- NET INCOME $ 5,331 $ 3,634 $ 23,626 $ 19,495 ================================================================================================================================ NET INCOME PER SHARE: Basic and diluted net income per common share $ 0.12 $ 0.14 $ 0.64 $ 0.72 ================================================================================================================================ Basic weighted average shares outstanding 45,303,618 27,226,050 37,201,618 27,225,428 Diluted weighted average shares outstanding 45,305,174 27,258,061 37,203,068 27,236,129 Cash dividends per common share $ 0.07 $ 0.07 $ 0.21 $ 0.21 ================================================================================================================================
BUSINESS SEGMENT INFORMATION BY GEOGRAPHIC AREA
13 Weeks Ended 39 Weeks Ended Unaudited OCTOBER 1, October 3, OCTOBER 1, October 3, (Dollars in thousands) 2000 1999 2000 1999 - -------------------------------------------------------------------------------------------------------------------------------- NET SALES North America $103,837 $ 73,258 $344,851 $265,741 Europe 91,368 40,459 237,180 145,840 Other 2,161 1,351 4,586 4,548 - -------------------------------------------------------------------------------------------------------------------------------- TOTAL $197,366 $115,068 $586,617 $416,129 ================================================================================================================================ NET INCOME North America $ 694 $ 3,680 $ 14,390 $ 18,076 Europe 5,693 47 11,694 2,831 Other (1,056) (93) (2,458) (1,412) - -------------------------------------------------------------------------------------------------------------------------------- TOTAL $ 5,331 $ 3,634 $ 23,626 $ 19,495 ================================================================================================================================
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
39 Weeks Ended Unaudited OCTOBER 1, October 3, (Dollars in thousands) 2000 1999 - -------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 23,626 $ 19,495 Depreciation and amortization 37,544 27,405 Minority interest in income of consolidated companies 6,867 6,700 Net change in receivables, inventories, and payables (17,418) 3,169 Other, net 19,090 13,836 - -------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 69,709 70,605 ==================================================================================================================== CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (44,323) (45,834) Payments for acquisitions, net of cash acquired 5,126 - Proceeds from sales of property, plant and equipment 444 358 - -------------------------------------------------------------------------------------------------------------------- NET CASH USED IN INVESTING ACTIVITIES (38,753) (45,476) ==================================================================================================================== CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings (repayments) on notes payable and bank overdrafts 18,230 (5,818) Net repayments of long-term debt (4,518) (8,722) Repurchase of common stock (5,722) - Cash dividends (8,268) (5,754) Distribution to minority interest partners (7,608) (6,049) - -------------------------------------------------------------------------------------------------------------------- NET CASH USED IN FINANCING ACTIVITIES (7,886) (26,343) ==================================================================================================================== Effect of exchange rate changes (3,353) (1,745) - -------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 19,717 (2,959) Cash and cash equivalents at beginning of year 5,061 8,891 - -------------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 24,778 $ 5,932 ====================================================================================================================
CONDENSED CONSOLIDATED BALANCE SHEET
Unaudited OCTOBER 1, December 31, (Dollars in thousands) 2000 1999 - -------------------------------------------------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 24,778 $ 5,061 Accounts receivable, net 132,949 73,305 Inventories 130,415 73,977 Other current assets 9,166 9,242 - -------------------------------------------------------------------------------------------------------------------- TOTAL CURRENT ASSETS 297,308 161,585 Property, plant and equipment, net 400,016 269,485 Other assets 86,029 11,445 - -------------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $783,353 $442,515 ==================================================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Notes payable and bank overdrafts $ 41,967 $ 19,312 Long-term debt due within one year 1,141 1,609 Accounts payable 60,226 39,064 Other accrued liabilities 63,588 30,285 - -------------------------------------------------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 166,922 90,270 Long-term debt 177,782 110,934 Long-term pension liability 28,493 31,342 Deferred income taxes 26,157 5,448 Other liabilities 21,166 20,008 Minority interest in net assets of consolidated companies 27,904 33,761 Stockholders' equity 334,929 150,752 - -------------------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $783,353 $442,515 ====================================================================================================================
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