10-Q 1 e16235_10q.txt FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM_________TO ___________ Commission file number 000-29358 DENISON INTERNATIONAL plc ------------------------- (Exact name of registrant as specified in its charter) England and Wales Not Applicable ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 14249 Industrial Parkway Marysville, Ohio 43040 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (937) 644-4437 ---------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable -------------- (Former name, former address and former fiscal year, if changed since last report) 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 Securities Exchange Act of 1934). Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Ordinary Shares, $0.01 Par Value, 9,945,366 shares as of November 14, 2003 "A" Ordinary Shares, (pound)8.00 par value, 7,015 shares as of November 14, 2003 TABLE OF CONTENTS FORM 10-Q PART I - FINANCIAL INFORMATION PAGE ---- Item 1 Financial Statements 2 Condensed Consolidated Balance Sheets (Unaudited) 2 Condensed Consolidated Statements of Operations (Unaudited) 3 Condensed Consolidated Statements of Cash Flows (Unaudited) 4 Notes to Condensed Consolidated Financial Statements (Unaudited) 5 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Critical Accounting Policies and Estimates 10 Impact of Recently Adopted Accounting Pronouncements 11 Results of Operations 12 Liquidity and Capital Resources 13 Contractual Obligations 14 Impact of Inflation 14 Exposure to Currency Fluctuations 14 Market Risk 15 Order Receipts and Backlog 15 Access to Information 15 Forward-looking Information 15 Item 3 Quantitative and Qualitative Disclosures About Market Risk 15 Item 4 Controls and Procedures 16 PART II - OTHER INFORMATION Item 1 Legal Proceedings 16 Item 2 Changes in Securities and Use of Proceeds 16 Item 3 Defaults upon Senior Securities 16 Item 4 Submission of Matters to a Vote of Security Holders 16 Item 5 Other Information 16 Item 6 Exhibits and Reports on Form 8-K 16 Exhibit Index 17 Signatures 18 Exhibits 19 Part I. Financial Information Item 1. Financial Statements DENISON INTERNATIONAL plc CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (U.S. dollars in thousands)

The accompanying notes are an integral part of these statements. 1 DENISON INTERNATIONAL plc CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (U.S. dollars in thousands, except per share data)

The accompanying notes are an integral part of these statements. 2 DENISON INTERNATIONAL plc CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (U.S. dollars in thousands)

The accompanying notes are an integral part of these statements. 3 DENISON INTERNATIONAL plc NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1) Basis of Financial Statements Interim Financial Information The financial information at September 30, 2003 and for the three and nine month periods ended September 30, 2003 and September 30, 2002 is unaudited but includes all adjustments which Denison International plc (the "Company") considers necessary for a fair presentation of financial position at such date and the operating results and cash flows for those periods. All adjustments made were of a normal, recurring nature. Results for the interim period are not necessarily indicative of results that may be expected for the entire year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to the Securities and Exchange Commission Rules and Regulations. These condensed consolidated financial statements should be read in conjunction with the Company's audited financial statements and the notes thereto for the year ended December 31, 2002 included in the Company's Annual Report on Form 10-K. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. The intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates. 2) Recent Accounting Developments In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 and prohibits the use of the pooling-of-interests method. SFAS No. 142 changes the accounting for goodwill from an amortization method to an impairment-only approach. The amortization of goodwill from past business combinations ceased upon adoption of this Statement on January 1, 2002. Goodwill and intangible assets acquired in business combinations completed after June 30, 2001 must comply with the provisions of this Statement. Also under this Statement, companies were required to perform a transitional impairment test of goodwill by evaluating all existing goodwill for impairment within six months of adoption by comparing the fair value of each reporting unit to its carrying value at the date of adoption. During 2002, the Company performed both the transitional impairment test in June of 2002 and the annual impairment test in the fourth quarter of 2002. Both of these tests determined that no impairment existed. Additionally, SFAS No. 141 requires that in a business combination in which the fair value of the net assets acquired exceeds cost, any residual negative goodwill is recognized as an extraordinary gain in the period in which the business combination is initially recognized. The transition provisions of SFAS No. 141 require that upon adoption of SFAS No. 142, any existing negative goodwill be adjusted as a cumulative effect of a change in accounting principle in the statement of operations. In the first quarter of 2002, the Company recorded a cumulative effect of a change in accounting principle for its remaining unamortized negative goodwill of $1.9 million. A reconciliation of previously reported net income before cumulative effect of a change in accounting principle and related per share amounts to the amounts adjusted for the exclusion of goodwill and negative goodwill amortization net of the related income tax effect follows:

Goodwill balance of $14,368 and $12,924 at September 30, 2003 and December 31, 2002, respectively, relates to the Company's operations in its European segment. The increase in goodwill from December 31, 2002 is the result of foreign currency translation adjustments. In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". SFAS No. 146 replaces EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." Among other things, SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred instead of at the date of an entity's commitment to an exit plan, as under EITF Issue No. 94-3. SFAS No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The Company does not expect the adoption of this statement to have a significant effect on the Company's results of operations, financial position, or cash flows. In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock-Based Compensation - Transition and Disclosures", which amends FASB SFAS No. 123, "Accounting for Stock-Based Compensation". SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. Statement No. 148 amends the disclosure requirements of SFAS No. 123 to require more prominent and more frequent disclosure in the financial statements about the effects of stock-based compensation. SFAS No. 148 is effective for fiscal years ended after December 15, 2002. Accordingly, the Company adopted the annual disclosure provisions of SFAS No. 148 in its financial statements for the year ended December 31, 2002. The Company has implemented SFAS No. 148 effective January 1, 2003 regarding disclosure requirements for condensed financial statements for interim periods. As provided by SFAS No. 123 and 148, the Company has chosen to continue use of the accounting method under Accounting Principles Board Opinion No. 25 and the related interpretations to account for the Company's stock compensation plans. As adoption of Statement No. 148 only involves disclosures by the Company, the Company does not expect any impact on its results of operations, financial position, or liquidity. In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an Interpretation of FASB Statements No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34" (FIN No. 45). The interpretation requires that upon issuance of a guarantee, the entity must recognize a liability for the fair value of the obligation it assumes under that obligation. This interpretation is intended to improve the comparability of financial reporting by requiring identical accounting for guarantees issued with separately identified consideration and guarantees issued without separately identified consideration. The disclosure provisions of FIN No. 45 were effective for the Company as of December 31, 2002. The Company currently has no significant guarantees and claims arising during the course of its business operations. As applicable the Company would accrue for losses under such arrangements when they become probable and estimable. The initial recognition and measurement provisions of FIN No. 45 are applicable to guarantees issued or modified after December 31, 2002. The adoption of FIN No. 45 has not had an impact on the company's consolidated results of operations, financial position, or cash flows. Effective July 1, 2003 the Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) no. 149 "Amendment of Statement 133 on Derivative Instruments and Hedging Activity" and SFAS No. 150 "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". The implementation of these accounting pronouncements did not have an impact of the Company's results of operations, financial position or cash flow. 3) Acquisitions On May 31, 2002 the Company completed its acquisition of 100% of the outstanding shares of Rander & Company Hydraulick-Systeme und Anlagenbau GmbH ("Rander"), effective as of June 1, 2002. The Rander acquisition improved the Company's strategic presence in the German hydraulics market, one of the largest hydraulics markets in Europe. The cash purchase price was $3,300,000 ($2,749,000 net of cash acquired and debt assumed). Rander designs, manufactures and distributes hydraulic systems for industrial and mobile hydraulics applications, and is located in Bremen, Germany. The acquisition has been accounted for utilizing the purchase method of accounting, and the operating results of Rander have been included in the operating results of the Company from June 1, 2002. The purchase price resulted in $2.2 million of goodwill. The Company preformed an evaluation of the operations of Rander, in accordance with the provisions of SFAS 141 / 142, and has determined that there were no identifiable intangible assets. The following unaudited pro forma summary presents the Company's combined September 2003 and 2002 results as if the Rander acquisition had occurred at January 1, 2002, after giving effect to certain adjustments. These pro forma results are not necessarily indicative of those that would have occurred had the acquisition occurred at January 1, 2002: (U.S. dollars in thousands) Nine months ended ----------------- September 30, 2003 September 30, 2002 ------------------ ------------------ Revenue $134,165 $119,526 Net Income $ 10,988 $ 11,646 Basic Earnings per share $ 1.10 $ 1.10 Diluted Earnings per share $ 1.10 $ 1.10 4) Inventory Inventories consisted of the following: (U.S. dollars in thousands) September 30, 2003 December 31, 2002 ------------------ ----------------- Finished goods $26,258 $27,551 Work-in-progress 4,454 3,675 Raw materials and supplies 16,104 14,098 ------- ------- $46,816 $45,324 ======= ======= 5) Property, Plant and Equipment Property, plant and equipment, net, consisted of the following: (U.S. dollars in thousands) September 30, 2003 December 31, 2002 ------------------ ----------------- Cost: Land and buildings $ 7,567 $ 6,954 Machinery and equipment 59,542 53,939 Motor vehicles 1,079 978 -------- ------- $ 68,188 $61,871 Less: accumulated depreciation (35,731) (30,739) -------- ------- Property, plant and equipment, net $ 32,457 $31,132 ======== ======= 6) Financial and Derivative Instruments The Company's worldwide manufacturing facilities sell products to the Company's sales and marketing subsidiaries under various currencies. In addition, certain of the Company's subsidiaries record billings of export sales in the customer's functional currency. Accordingly, the U.S. dollar-equivalent cash flows may vary due to changes in related foreign currency exchange rates. To reduce that risk, from time to time, the Company enters into foreign currency forward contracts with a maximum hedging period of 12 months. The Company has no other freestanding or embedded derivative instruments. Under the cash flow hedging model, gains and losses on the foreign currency forward contracts are recorded in other comprehensive income (equity) to the extent that the hedges are effective until the underlying sale or purchase transactions are recognized in earnings. Gains and losses on sale and purchase transactions are classified as sales or cost of sales, respectively. No amounts were reclassified to earnings during the three and nine months ended September 30, 2003 in connection with forecasted transactions that were no longer considered probable of occurring. 7) Stock Options Effective January 1, 2003, the Company adopted SFAS No. 148 "Accounting for Stock-Based Compensation--Transition and Disclosure", which allowed the Company to continue following the guidance of Accounting Principles Board (APB) Opinion No. 25 "Accounting for Stock Issued to Employees", for measurement and recognition of stock-based transactions with employees. Accordingly, no compensation cost has been recognized for the Company's stock option plan in the Consolidated Statements of Operations, as all options granted under the plan had an exercise price equal to the market value of the Company's stock on the date of grant. Had the determination of the compensation cost for the plan been based on the fair value at the grant dates for awards under the plan, the Company's net income would have decreased to the pro forma amounts indicated below: (U.S. dollars in thousands, except per share data)

8) Earnings per Share The following table sets forth the computation of basic and diluted earnings per share: (U.S. dollars and shares in thousands, except per share data)

9) Shareholders Equity At the Company's 2003 Annual General Meeting of Shareholders held on May 22, 2003, shareholders unanimously approved a plan under which the Company may purchase up to 993,410 of its ordinary shares under certain terms and conditions. The approval will expire on November 7, 2004. As of September 30, 2003, the Company had remaining authorization for future purchases under the plan of 993,410 shares or approximately $20.9 million at market price as of September 30, 2003. 10) Comprehensive Income The Company's total comprehensive income (loss) was as follows:

The components of accumulated other comprehensive income (loss), net of related tax, at December 31, 2002 and September 30, 2003 is as follows:

11) Segment Information A summary of the Company's operations by geographic area follows:

Identifiable assets: September 30, 2003 December 31, 2002 ------------------ ----------------- Europe $138,248 $119,065 North America 34,511 31,694 Asia-Pacific 20,776 18,780 -------- -------- Total consolidated $193,535 $169,539 ======== ======== Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following should be read in conjunction with the Company's Condensed Consolidated Financial Statements and the Notes related thereto appearing in Item 1. Financial Statements. Although the Company reports its financial results in U.S. dollars, approximately 81% of the Company's revenues and expenses are incurred in foreign currencies. The fluctuation of the functional currencies earned by the Company against the U.S. dollar has had the effect of increasing or decreasing (as applicable) U.S. dollar reported net sales, as well as the cost of goods sold, gross profit and selling, general and administrative expenses denominated in such foreign currencies when translated into U.S. dollars as compared to prior periods. The table below summarizes the results of operations for the three and nine months ended September 30, 2003 at the actual currency rates utilized for the period and as adjusted utilizing the currency rates in effect for the comparable period of 2002.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES Management's Discussion and Analysis of Financial Condition and Results of Operations discuss the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, allowance for doubtful accounts, inventories, warranty obligations and deferred tax assets. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of its consolidated financial statements. Revenue Recognition The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (SAB 101), as amended by SAB 101A and 101B. SAB 101 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the fee charged for services rendered and products delivered and the collectibility of those fees. Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period could be adversely affected. Allowance for Doubtful Accounts The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Inventory The Company establishes reserves against its inventory for estimated obsolescence or unmarketable inventory based upon the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual future demand or market conditions are less favorable than those projected by management, additional inventory reserves may be required. Goodwill Effective January 1, 2002 the Company adopted SFAS 141, "Business Combinations". SFAS 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 and prohibits the use of the pooling-of-interests method. Additionally, SFAS 141 requires that in a business combination in which the fair value of the net assets acquired exceeds cost, any residual negative goodwill is recognized as an extraordinary gain in the period in which the business combination is initially recognized. The transition provisions of SFAS 141 require that upon adoption of the new standard, any existing negative goodwill be adjusted as a cumulative effect of a change in accounting principle in the statement of operations. In the first quarter of 2002, the Company recorded a cumulative effect of a change in accounting principle for its remaining unamortized negative goodwill of $1.9 million. Effective January 1, 2002 the Company adopted SFAS 142, "Goodwill and other Intangible Assets". Goodwill and intangible assets with indefinite lives are not amortized; rather, they are tested for impairment at minimum on an annual basis. Pursuant to SFAS 142, the Company was required to complete a transitional impairment test of goodwill in the initial year of adopting the standard, with any impairment charges recorded as a cumulative effect of a change in accounting principal. Additionally, the Company completed its annual impairment test in the fourth quarter of 2002. Both tests determined that no impairment existed. Warranties Products sold are generally covered by a warranty for a period of one year. The Company accrues a warranty reserve for estimated costs to provide warranty services. The Company's estimate of costs to service its warranty obligations is based on historical experience and expectation of future conditions. To the extent the Company experiences increased warranty claim activity or increased costs associated with servicing those claims, its warranty accrual will increase resulting in decreased profits. Deferred Tax Assets Carrying value of the Company's net deferred tax assets assumes that the Company will be able to generate sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions. If these estimates and related assumptions change in the future, the Company may be required to record additional valuation allowances against its deferred tax assets resulting in additional income tax expense in the Company's consolidated statement of operations. Likewise, should the Company determine that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, an adjustment to the deferred tax asset would result in a decrease in the Company's income tax expense in the Company's consolidated statement of operations. Management evaluates the extent to which it will realize the future benefits of the deferred tax assets annually and assesses the need for adjustments in its valuation allowances. IMPACT OF RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142 in the first quarter of 2002. Its adoption had a twofold impact on the Company's results for the three months ended March 31, 2002. SFAS 142 provisions pertaining to the immediate elimination of negative goodwill resulted in a cumulative effect of a change in accounting principle and had a one time after tax benefit to earnings in the first quarter of 2002 of $1.9 million, or $0.18 per diluted share. In addition, SFAS 142 provisions pertaining to the systematic elimination of amortization of goodwill (approximately $75,000 per quarter) has a recurring benefit of less than $0.01 per diluted share per quarter. RESULTS OF OPERATIONS Third quarter ended September 30, 2003 compared with third quarter ended September 30, 2002 The Company's net sales increased 11.6% to $43.4 million in the three months ended September 30, 2003 from $38.9 million for the same period in 2002. During the same period, net sales in Europe increased 20.5% to $25.9 million from $21.5 million; net sales in North America decreased 8.6% to $10.6 million from $11.6 million; and net sales in Asia-Pacific region increased 15.3% to $6.8 million from $5.9 million. The increased sales in the third quarter of 2003 compared with the third quarter of 2002 resulted from stronger demand for the Company's products, particularly from its European segment, combined with the impact of a strong Euro throughout the quarter and the resulting impact on the translation of the Company's European operations. The Company's gross profit increased to $15.5 million for the quarter ended September 30, 2003 from $14.2 million in the same period of 2002. Gross profit as a percentage of net sales of 35.7% in the quarter ended September 30, 2003 was unfavorable to the gross profit as a percentage of net sales of 36.5% recorded for the quarter ended September 30, 2002. The decreased percentage of gross profit can be attributed to the impact of lower production activity at the Company's manufacturing facilities partially offset by cost controls implemented. Gross profit in Europe increased 15.1% to $9.9 million for the three months ended September 30, 2003 from $8.6 million in the same period of 2002. Gross profit in North America of $3.3 million decreased 10.8% or $0.4 million versus gross profit recorded in the comparable period of 2002. Asia-Pacific gross profit of $2.0 million increased 5.3% or $0.1 million gross profit recorded in the same period of 2002. Selling, general and administrative ("SG&A") expenses increased by 8.0% to $10.8 million for the quarter ended September 30, 2003 versus SG&A expenses of $10.0 million for the quarter ended September 30, 2002. These expenses as a percentage of net sales were 24.9% for 2003 as compared to 25.7% for 2002. The decrease in SG&A expenses as a percent of net sales for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002 can be attributed to cost controls implemented at the Company's worldwide locations. Operating income increased 14.3% to $4.8 million for the quarter ended September 30, 2003 from $4.2 million in the same period of 2002. Operating income as a percentage of net sales increased to 11.1% in the quarter ended September 30, 2003 from 10.8% in the quarter ended September 30, 2002. The changes in exchange rates had the effect of increasing operating income for the period by $0.5 million. The increase in operating income as a percentage of net sales resulted from the variances noted in gross profit and SG&A expenses. Other expense was recorded in the quarter ended September 30, 2003 of $241,000 (0.6% of net sales) versus other expense of $110,000 (0.3% of net sales) for the comparable period of 2002. The other expense recorded for the third quarter of 2003 was the result of the recognition of non-cash currency losses on inter-company loans. The change in non-cash currency losses for 2003 versus 2002 can be attributed to the weakening dollar and its impact on translation. Net interest income was $265,000 for the quarter ended September 30, 2003, as compared to net interest income of $270,000 for the comparable period in 2002. The decrease reflects short term interest rates available worldwide, partially offset by the Company's higher cash balances. The effective tax rate for the three months ended September 30, 2003 was 27.0% compared with 26.0% for the three months ended September 30, 2002. The increased effective tax rate reflects a mix difference in profits generated from the Company's worldwide operations, which have varying tax rates. Net income for the three months ended September 30, 2003, was $3.5 million, or $0.35 per diluted share, compared to $3.2 million, or $0.31 per diluted share for the comparable period in 2002. Nine months ended September 30, 2003 compared with nine months ended September 30, 2002 The Company's net sales increased 15.0% to $134.2 million in the nine months ended September 30, 2003 from $116.7 million for the same period in 2002. During the same period, net sales in North America decreased 1.7% to $34.5 million from $35.1 million; net sales in Europe increased 25.3% to $81.2 million from $64.8 million; and net sales in the Asia-Pacific region increased 9.5% to $18.5 million from $16.9 million. The increased sales for the nine months ended September 30, 2003 as compared to the similar period of 2002 reflects stronger demand for the Company's products on a worldwide basis, combined with the impact of a strong Euro throughout the first nine months of 2003 and the resulting impact on the translation of the Company's European operations. The Company's gross profit increased 15.1% to $48.1 million for the nine months ended September 30, 2003 from $41.8 million in the same period of 2002. Gross profit as a percentage of net sales increased to 35.8% for year to date 2003 from 35.8% in the comparable period of 2002. The increased gross profit was primarily attributable to the higher sales volumes recorded, while the favorable showing of gross profits as a percentage of net sales was the result of the impacts of higher production levels throughout 2003 at the Company's manufacturing facilities to support the higher demand from customers. Gross profit in North America increased 0.9% to $10.8 million for the nine months ended September 30, 2003 from $10.7 million in the same period of 2002. Gross profit in Europe of $31.0 million increased 23.0% or $5.8 million versus gross profit recorded in the comparable period of 2002. Asia-Pacific gross profit increased 3.6% to $5.7 million from $5.5 million. Selling, general and administrative ("SG&A") expenses increased 13.7% to $33.2 million for the nine months ended September 30, 2003 from $29.2 million for the nine months ended September 30, 2002. SG&A expenses as a percentage of net sales were 24.7% for 2003 as compared to 25.0% for 2002. Operating income increased 18.3% to $14.9 million in the nine month period ended September 30, 2003 from $12.6 million in the comparable period of 2002. Operating income as a percentage of net sales increased to 11.1% in the nine months ended September 30, 2003 from 10.8% in the nine months ended September 30, 2002. Other expense was recorded in the nine months ended September 30, 2003 of $333,000 as compared to other expense of $332,000 for the comparable period of 2002. The increase in other expense was the result of recognition of non-cash currency losses on inter-company loans for the nine months ended September 30, 2003 and reflects the strengthening Euro. Net interest income was $640,000 for the nine months ended September 30, 2003, as compared to net interest income of $713,000 for the comparable period in 2002 due to lower worldwide short term interest rates, partially offset by higher investable cash balances. The effective tax rate for the nine months ended September 30, 2003, on income before taxes and the cumulative of a change in accounting principal, was 27.8% compared with 25.9% for the nine months ended September 30, 2002. The lower effective tax rates for the nine months ended September 30, 2002 reflects the additional one time recognition of deferred tax assets for the Company's German operations of $450,000. Net income, before cumulative effect of the change in accounting principle, for the nine months ended September 30, 2003, as detailed above, was $11.0 million, or $1.10 per diluted share, compared to $9.6 million, or $0.91 per diluted share for the comparable period in 2002. The cumulative effect of a change in accounting principle, net of taxes, resulted in a benefit of $1.9 million, or $0.18 per diluted share for the six months ended June 30, 2002. There were no such effects in the nine months ended September 30, 2003. Net income, after the effects of the change in accounting principle, was $11.0 million, or $1.10 per diluted share for the nine months ended September 30, 2003 versus net income of $11.5 million, or $1.08 per diluted share for the comparable period of 2002. LIQUIDITY AND CAPITAL RESOURCES (U.S. dollars in thousands) Nine months ended September 30, 2003 2002 ---- ---- Cash and cash equivalents $ 56,203 $ 38,670 Net cash provided by operating activities 16,132 13,002 Net cash used in investing activities (4,083) (7,238) Net cash used in financing activities (1,498) (12,645) Effect of exchange rate changes on cash 5,900 2,306 Historically the Company has funded its cash requirements through cash flow from operations, although short-term fluctuations in working capital requirements for some of the Company's subsidiaries have been met through borrowings under revolving lines of credit obtained locally. The Company's primary uses of cash have been to fund capital expenditures, acquisitions and to re-purchase shares of the Company. Net cash provided by operating activities for the nine months ended September 30, 2003 increased to $16.1 million from $13.0 million for the same period in 2002. The $3.1 million increase in net cash provided by operating activities for the nine months ended September 30, 2003 compared to the comparable period in 2002 was attributable to a $1.4 million increase in net income, before the cumulative effect in change in accounting principle, lower utilization of cash for accounts receivable and inventories partially offset by a higher utilization of cash for Accounts payable and accrued expenses. The Company anticipates that operating cash and capital expenditure requirements will continue to be funded by cash flow from operations, cash on hand and bank borrowings. Net cash used in investing activities was $4.1 million for the nine months ended September 30, 2003, compared to $7.2 million for the same period in 2002. The decrease in cash used for investing activities in the nine month period ended September 30, 2003 consisted of lower capital expenditures to invest in manufacturing equipment for the Company's six production facilities of $3.9 million for the nine months ended September 30, 2003 versus $4.3 for the similar period in 2002, combined with cash utilized in 2002 for the acquisition of Rander & Co. of $2.7 million. Net cash used in financing activities was $1.5 million for the nine months ended September 30, 2003 as compared to cash used of $12.6 million for the same period in 2002. The decrease of $11.1 million in cash used in financing activities for the nine months ended September 30, 2003 as compared to the same period in 2002 was attributable to funds utilized in 2002 to repay lines of credit totaling $9.7 million, partially offset by $1.3 million in funds utilized in 2003 to repurchase 86,300 shares of the Company's common stock. The effect of exchange rate changes on cash and cash equivalents was $5.9 million and $2.3 million, respectively, of cash provided for 2003 and 2002. As approximately 81% of the Company's business is transacted in currencies other than the U.S. dollar, foreign currency fluctuations potentially can have a significant impact on dollar reported balances for the Company. CONTRACTUAL OBLIGATIONS As of September 30, 2003, the Company had the following contractual obligations:

IMPACT OF INFLATION The impact of inflation on the operating results of the Company has been moderate in recent years reflecting generally lower rates of inflation in the economy and relative stability in the Company's cost structure. Although inflation has not had, and the Company does not expect that it will have, a material impact on operating results, there is no assurance that the Company's business will not be affected by inflation in the future. EXPOSURE TO CURRENCY FLUCTUATIONS A significant portion of the Company's business is conducted in currencies other than the dollar, including pounds sterling, euros and Japanese yen. The Company's financial statements are prepared in dollars, and therefore fluctuations in exchange rates in the pound sterling and other currencies in which the Company does business relative to the dollar may cause fluctuations in reported financial information, which are not necessarily related to the Company's operations. For the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002, for example, the Company experienced a 1.0% increase in net sales in its European segment (denominated in local currencies); however, the dollar-translated net sales figures showed a net increase of 25.2% due to the fluctuation of the dollar against the local currencies. The impact of currency fluctuations can also been seen in the Company's balance sheet, as exampled by the movement in the Company's pension accrual. The balance, as shown on the enclosed Condensed Consolidated Balance Sheets, indicates an increase in the accrual since December 31, 2003 of $1.7 million; however the increase due to the fluctuation of the dollar against the local currencies is $1.1 million, with $0.6 million representing the increase required to match accrued benefit obligations. Due to the volatility of currency exchange rates, the Company cannot predict the effect of exchange rate fluctuations upon future operating results. From time to time, the Company engages in transactions to hedge a portion of the risks associated with fluctuations in currency exchange rates. There can be no assurance that the Company's business, financial condition and results of operations will not be materially adversely affected by exchange rate fluctuations or that any hedging techniques implemented by the Company will be effective. MARKET RISK Market risks relating to the Company's operations result primarily from changes in exchange rates or interest rates or weak economic conditions in the markets in which the Company sells its products. The Company does not use financial instruments for trading purposes and is not a party to any leveraged derivatives. Foreign Currency Risk The Company enters into foreign exchange contracts to hedge some of its foreign currency exposure. The Company uses such contracts to hedge exposure to foreign currency exchange rates associated with anticipated costs to be incurred in a foreign currency. The Company seeks to minimize the risk that the expenses incurred by a subsidiary in a currency other than its functional currency will be affected by changes in the exchange rates. The Company believes that the possible financial statement impact of its foreign currency forward contracts is immaterial. A significant portion of the Company's business is conducted in currencies other than the US dollar. See "Exposure to Currency Fluctuations" above. Interest Rate Risk The Company's interest bearing liabilities are most sensitive to changes in the London InterBank Offered Rate (LIBOR) and substantially all of its short term investments bear minimal interest rate risk. As of September 30, 2003, the Company had approximately $0.8 million outstanding on its revolving line of credit and short term credit agreements. The potential loss to the Company over one year that would result from a hypothetical, instantaneous, and unfavorable change of 100 basis points in the interest rates of all applicable assets and liabilities would be approximately be $0.1 million. ORDER RECEIPTS AND BACKLOG Worldwide customer order receipts were $136.1 million for the nine months ended September 30, 2003, a 17.2% increase over the same period in 2002. On a volume basis, utilizing constant currency exchange rates, order receipts for the nine months ended September 30, 2003 were $121.2 million and represent a 4.4% increase over the nine months ended September 30, 2002. The worldwide backlog of unshipped orders at September 30, 2003 totaled $30.8 million, a $2.6 million or 9.2% increase versus the backlog at September 30, 2002, and represents a 17.1% increase versus the order backlog at December 31, 2002. ACCESS TO INFORMATION The Company makes available, free of charge, its annual reports on Form 10-K, its quarterly reports on Form 10-Q, current reports on Form 8-K and all other filings with the Securities and Exchange Commission ("SEC"), as applicable, through its internet website. Such SEC filings are made available as soon as reasonably practicable after they have been electronically filed with or furnished to the SEC. To access these reports, interested parties should log on to the Company's website at www.denisonhydraulics.com, and then click on the Investor Relations tab. FORWARD-LOOKING INFORMATION This Form 10-Q includes and incorporates forward-looking statements within the meaning of section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amednded (the "Exchange Act"). All statements, other than statements of historical facts, included or incorporated in this Form 10-Q regarding the Company's strategy, future operations, financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. The words "anticipates," "believes," "estimates," "expects," "intends," "may," "suggests," "plans," "projects," "will," "would," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company cannot guarantee that it will actually achieve the plans, intentions or expectations disclosed in its forward-looking statements and undue reliance should not be placed on the Company's forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements. The Company has included important factors in the cautionary statements included or incorporated in this Form 10-Q that the Company believes could cause actual results or events to differ materially from the forward-looking statements made. These important factors include, but are not limited to, demand for the Company's products, competition by rival developers of hydraulic components and systems, changes in technology, customer preferences, growth in the hydraulics industries, fluctuations in the functional currencies of the Company and general economic and business conditions. In addition the Company's forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments the Company may make. These important factors and other factors, which could affect the Company's results, are detailed in the Company's filings with the Securities and Exchange Commission and are included herein by reference. The Company assumes no obligation to update the information in this filing. Item 3. Quantitative and Qualitative Disclosures About Market Risk Information regarding market risk of the registrant is presented under the caption "Market Risk" which is included in Item 2 of this report and is incorporated herein by reference. Item 4. Controls and Procedures As required by Rule 13a-15(b) under the Exchange Act, the Company's management, including the chief executive officer and chief financial officer, conducted an evaluation as of the end of the period covered by this report, of the effectiveness of the company's disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based on that evaluation, the chief executive officer and chief financial officer have concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed in the Company's periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and regulations. As required by Rule 13a-15(d), the Company's management, including the chief executive officer and chief financial officer, also conducted an evaluation of the Company's internal control over financial reporting to determine whether any changes occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Based on that evaluation, the chief executive officer and chief financial officer have concluded that there has been no such change during the quarter covered by this report. PART II. OTHER INFORMATION Item 1. Legal Proceedings The Company is involved in certain legal proceedings incidental to the normal conduct to its business. The Company does not believe that any liabilities relating to any of the legal proceedings to which it is a party are likely to be, individually or in the aggregate, material to its consolidated financial position or results of operations. Item 2. Changes in Securities and Use of Proceeds None. Item 3. Defaults upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 10.1 Employment Agreement, dated as of July 16, 2003 by and between Bruce A. Smith and Denison International plc. 31.1 Certification of Principal Executive Officer, David L. Weir, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. 31.2 Certification of Principal Financial Officer, Bruce A. Smith, pursuant Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. 32.1 Certification by Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K: Form 8-K filed on October 21, 2003 relating to the Company's press release reporting financial results for the three months ended September 30, 2003. Index to Exhibits Exhibit No. Description ----------- ----------- 10.1 Employment Agreement, dated as of July 16, 2003 by and between Bruce A. Smith and Denison International plc. 31.1 Certification of Principal Executive Officer, David L. Weir, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. 31.2 Certification of Principal Financial Officer, Bruce A. Smith, pursuant Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. 32.1 Certification by Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. SIGNATURE 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 thereunto duly authorized. DENISON INTERNATIONAL plc Date November 14, 2003 by /s/ Bruce A. Smith -------------------------------------- Bruce A. Smith Director and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

DENISON INTERNATIONAL PLC 10-Q