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Denison International Meets Q4 and Full Year 2002 Earnings Expectations; Ends 2002 with Strong Revenues and Order Intake Q4 2002 EPS 67% above Q4 2001

    MARYSVILLE, Ohio--Feb. 17, 2003--Denison International plc today reported results for its fourth quarter and twelve months ended December 31, 2002.
    For the current quarter ended December 31, 2002, the Company's net sales increased 17.8% to $41.3 million from fourth quarter 2001 net sales of $35.0 million. Net income for the current quarter increased 61.9%, or $1.3 million, to $3.5 million, from $2.2 million recorded in the comparable quarter a year ago. Reported diluted earnings per share of $0.35 for the current fourth quarter were $0.14 per share higher than fourth quarter 2001 results.
    Gross margin as a percent of sales of 33.0% in the current fourth quarter was unfavorable to the 36.4% gross margin recorded for the same quarter of 2001. The impact on gross margin from the higher sales volume was partially offset by slightly higher manufacturing costs and the mix of products sold in the period. SG&A, as a percent of sales, was 24.2% for the fourth quarter of 2002 versus 27.8% for the fourth quarter of 2001, resulting primarily from the higher sales volume recorded and spending controls, partially offset by the absence in 2002 of amortization of negative goodwill of $225K, as a result of the adoption of SFAS 142 in 2002 (See Special Note below).
    For the twelve months ended December 31, 2002, net sales increased 1.6% to $158.0 million versus net sales of $155.4 million for the comparable period of 2001. 2002 net income of $15.0 million was $1.3 million favorable to net income for the same period of 2001. Net Income per diluted share as reported was $1.43, versus net income per diluted share of $1.30 for the twelve months ended December 30, 2001.
    Gross margin, as a percent of sales, decreased slightly to 35.0% for the twelve months ended December 31, 2002, from 35.5% a year ago. SG&A, as a percent of sales, increased to 24.8% from 23.6% recorded for 2001, resulting primarily from the absence of $900K of negative amortization of goodwill in the 2002 results.
    Net working capital at the end of December 2002 was $85.8 million, compared to $82.7 million at September 30, 2002 and $72.6 million at December 31, 2001. The Company's balance sheet remains strong, with the increase in working capital from year-end 2001 resulting from the impact on translation of the Company's European operations at favorable currency exchange rates and the working capital assumed in the Rander acquisition.
    Cash, net of debt, at December 31, 2002 was $38.9 million compared to $37.7 million at September 30, 2002, and $32.7 million at December 31, 2001. In the quarter ended December 31, 2002 the Company repurchased 300,000 of its shares under the shareholder approved share repurchase program at an average price of $14.70 per share, and for all of 2002 the Company repurchased 550,000 shares under the same program at an average price of $14.83 per share.

    CEO Comments and Outlook

    Commenting on the Company's performance, President and CEO David Weir said, "Results for the quarter and full year 2002 were in line with our expectations. The fourth quarter showed some strengthening of revenues and order intake on a worldwide basis, and continued the generally improving trend that we have seen since the beginning of 2002. Also, the de-stocking experienced from our US distributors appears to have bottomed out. Both revenues and profits benefited from the weakening of the US dollar against the Euro and other world currencies. The Rander acquisition made in mid-2002 has been accretive for us and we look for improved results from this acquisition in 2003."
    Weir continued, "Order intake for the fourth quarter was strong, up 28% over the weak fourth quarter of 2001 and up 7% over the third quarter of 2002, and resulted in a strong start to 2003. The continued weakness in the dollar since December, combined with the recovery trend in our worldwide hydraulics markets and the reduced number of shares outstanding resulting from our share repurchase program will also benefit 2003 EPS, and we look forward to an improved year over 2002. On the cautionary side, like all companies, we are ever mindful that the current worldwide economic and political climate is fragile, and as such can quickly change producing negative impacts."
    "Denison's balance sheet remains strong, and, notwithstanding the share repurchases made in 2002, our cash, net of borrowings, increased by $1.2 million during the quarter and $6.2 million since December 2001, and now stands at $3.88 per share."

    Special Note:

    Effective January 1, 2002 Denison International (the "Company") adopted Financial Accounting Standards No. 142. A provision of the Standard requires that, upon adoption, the Company write off the balance of its negative goodwill, established when the company was formed in 1993, and cease the periodic amortization of goodwill.
    For comparative purposes, the table below summarizes the impact of the accounting change related to goodwill, on the Company's EPS for 2002 and 2001:



$000                                  Q4 2002 Q4 2001   2002    2001
                                      ------- ------- ------- -------
Diluted EPS before effect of Goodwill
 Amortization                           $0.35   $0.18   $1.25   $1.21

Net Goodwill Amortization               $0.00   $0.03   $0.00   $0.09

Negative Goodwill Write-off             $0.00   $0.00   $0.18   $0.00
                                      ------- ------- ------- -------

Reported Diluted EPS                    $0.35    $0.21  $1.43   $1.30



    Fourth quarter diluted earnings per share, before the impact of amortization of goodwill in 2001, was $0.35 for the current quarter versus $0.18 per share for the same quarter of 2001.
    Net income per diluted share for the twelve months ended December 31, 2002, before the impact of amortization of goodwill in 2001 and the negative goodwill write-off in 2002, was $1.25 per share compared to $1.21 per share for the same period in 2001.

    Order Activity

    Order receipts for the fourth quarter of 2002 increased 28.1% from a year ago to $40.1 million and were 25.9% favorable to fourth quarter 2001 on a currency adjusted volume basis. It should be noted that the Company's order intake for the fourth quarter of 2001 was extremely low on a historical basis, due to the worldwide economic uncertainty that followed the events of September 11, 2001. North American order receipts were favorable by 23.4% versus the fourth quarter of 2001, while European orders increased by 38.2% (34.3% on a currency adjusted volume basis) and Asia-Pacific orders declined by 1%. Order backlog at December 31, 2002 was $26.3 million compared to $24.2 million at December 31, 2001.
    Order receipts for the twelve months ended December 31, 2002 were $156.2 million or favorable by 4.8% to 2001 order receipts of $148.7 million. On a currency adjusted volume basis, 2002 order receipts were 3.3% favorable to the same period in 2001. Full year 2002 North American order receipts were up 1% versus the same period of 2001, while European orders increased 10.4% and Asia-Pacific orders were unfavorable to the same period of 2001 by 7.4%. On a volume basis, excluding the impact of the currency fluctuations between the dollar and Euro and Asian currencies, Asia-Pacific orders were unfavorable by 5.7% versus 2001 and European orders were favorable to the twelve months ended December 31, 2001 by 6.9%.

    Segment Results

    Sales in North America increased 4.4% to $10.2 million for the current quarter versus 2001. Sales in the Asia-Pacific region were $6.2 million, equal to 2001 results. Sales in Europe increased by 30.5% to $24.9 million in the current quarter versus 2001, and were favorable to the 2001 fourth quarter by 16.7% after adjusting for the change in currency rates.
    North America reported operating income of $0.5 million for the current quarter, compared to operating loss of $0.7 million for the fourth quarter of 2001, resulting from increased sales volume and cost controls. Operating income in the Asia-Pacific region was $0.1 million compared to operating income of $0.6 million for the 2001 fourth quarter, as the fourth quarter of 2001 contained a considerable amount of business from a special project for the Australian Navy. European operating income increased 37.5%, or $1.0 million, to $3.7 million for the current quarter from a year ago reflecting the sharp increase in sales revenues.
    North American sales declined by 6.0% in 2002 to $45.2 million, while Asia-Pacific sales rose 4.8% to $23.1 million from 2001 levels. 2002 European net sales were $89.7 million, a 5.2% increase over the same period of 2001.
    North America reported operating income of $2.5 million for 2002 versus $1.6 million for the same period in 2001, reflecting improvements in manufacturing costs at the Company's Marysville, Ohio facility. 2002 operating income for the Company's European operations declined 12.1%, or $1.8 million, to $13.0 million, from the same period in 2001, reflecting lower production and resulting cost inefficiencies. The Company's Asia-Pacific operations recorded operating income of $1.2 million, down 39.3% from the operating income reported for the same period in 2001, again resulting from the absence of special projects in 2002 as noted in the quarterly results.

    Denison International plc , is an industrial manufacturer and servicer of highly engineered hydraulic fluid power systems and components. For more information about our products and services, please visit us at www.denisonhydraulics.com

    Notice of Conference call: Denison's conference call will be held on Tuesday, February 18, 2002 at 10:00 a.m. ET to discuss the Company's fourth quarter 2002 results and will be available to all interested parties via live audio webcast or through archive on the company's website at www.denisonhydraulics.com.

    Certain matters discussed in this press release are ``forward-looking statements'' intended to qualify for the safe harbors from liability established by the Private Securities Litigation Act of 1995. Such forward-looking statements, including statements in the CEO Comments paragraph regarding future prospects and performance, are subject to certain risks and uncertainties, which could cause actual results to differ materially from those currently anticipated. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements. The forward-looking statements made herein are only made as of the date of this press release and the company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.



                   -three pages of tables to follow-

                       DENISON INTERNATIONAL plc
            CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS



($000 except share data)        (unaudited)           (audited)
                           Three Months Ended    Twelve Months Ended
                                December 31           December 31
                          --------------------- ---------------------
                             2002       2001       2002       2001
                          ---------- ---------- ---------- ----------

Net Sales                     41,280     35,046    158,011    155,446
Cost of Sales                 27,664     22,273    102,600    100,207
                          ---------- ---------- ---------- ----------
   Gross Profit               13,616     12,733     55,411     55,239
        %                       33.0%      36.4%      35.0%      35.5%
S,G&A                          9,982      9,733     39,217     36,689
                          ---------- ---------- ---------- ----------
   Operating Income            3,634      3,000     16,194     18,550
        %                        8.8%       8.6%      10.2%      11.9%
Other Income/(expense)          (154)       (62)      (486)       109
Net Interest Income              404        551      1,117      1,258
                          ---------- ---------- ---------- ----------
   Income Before Taxes         3,884      3,489     16,825     19,917
Tax Provision                    357      1,310      3,705      6,195
                          ---------- ---------- ---------- ----------

Net Income, Before
 Cumulative Effect of a
 change in Accounting
 Principle                     3,527      2,179     13,120     13,722

Cumulative Effect of a
 Change in Accounting
 Principle, Net of Taxes           0          0      1,858          0
                          ---------- ---------- ---------- ----------

Net Income, After
 Cumulative Effect of a
 Change in Accounting
 Principle                     3,527      2,179     14,978     13,722
                          ========== ========== ========== ==========

Basic Earnings Per Share,
 Before Cumulative Effect
 of a change in Accounting
 Principle                     $0.35      $0.21      $1.25      $1.30

Cumulative Effect of a
 Change in Accounting
 Principle                        $0         $0      $0.18         $0
                          ---------- ---------- ---------- ----------

Basic Earnings per Share       $0.35      $0.21      $1.43      $1.30
                          ========== ========== ========== ==========
Diluted Earnings Per Share     $0.35      $0.21      $1.43      $1.30
                          ========== ========== ========== ==========

Basic Shares for Period   10,169,874 10,563,950 10,453,042 10,563,950
                          ========== ========== ========== ==========

Diluted Shares for Period 10,180,906 10,576,241 10,486,748 10,580,660
                          ========== ========== ========== ==========



                       DENISON INTERNATIONAL plc
                 CONDENSED CONSOLIDATED BALANCE SHEETS



USD-(000's)                                 (audited)     (audited)
                                           December 31   December 31,
                                              2002           2001
                                          -------------  -------------


Current assets:
  Cash & cash equivalents                  $    39,752    $    43,245
  Accounts receivable, net                      32,554         27,715
  Inventories                                   42,677         39,257
  Other current assets                           5,590          4,680
                                          -------------  -------------
    Total current assets                       120,573        114,897

  Property, plant & equipment, net              31,132         27,912
  Other assets                                  17,834         14,006
                                          -------------  -------------
    Total assets                           $   169,539    $   156,815
                                          =============  =============

Current liabilities:
  Notes payable to bank                    $       898    $    10,545
  Accounts payable and other
   accrued liabilities                          33,925         31,729
                                          -------------  -------------
    Total current liabilities                   34,823         42,274
  Concurrent liabilities                        18,360         18,316

Shareholders equity:
  Retained earnings                            109,900        103,107
  Other shareholders equity                      6,456         (6,882)
                                          -------------  -------------
    Total shareholders equity                  116,356         96,225

    Total liabilities and
      shareholders equity                  $   169,539    $   156,815
                                          =============  =============



                       DENISON INTERNATIONAL plc
                          SEGMENT INFORMATION


                                     Three Months    Twelve Months
                                         Ended            Ended
($000)                                December 31      December 31
                                  ----------------- -----------------
                                    2002     2001     2002     2001
                                  -------- -------- -------- --------

             Net Sales
             ---------
Europe                              24,908   19,082   89,718   85,305
North America                       10,154    9,723   45,218   48,118
Asia-Pacific                         6,218    6,241   23,075   22,023
Corporate                                -        -        -        -
                                  -------- -------- -------- --------
            Consolidated            41,280   35,046  158,011  155,446


           Gross Earnings
           --------------
Europe                               9,339    7,612   34,509   34,859
North America                        3,031    2,242   13,773   12,674
Asia-Pacific                         1,673    2,818    7,150    8,142
Corporate / IC Profit Elim            (427)     101      (21)    (436)
                                  -------- -------- -------- --------
            Consolidated            13,616   12,773   55,411   55,239


          Operating Income
          ----------------
Europe                               3,727    2,710   12,992   14,786
North America                          463     (709)   2,533    1,571
Asia-Pacific                           140      630    1,212    1,998
Corporate / IC Profit Elim            (696)     369     (543)     195
                                  -------- -------- -------- --------
            Consolidated             3,634    3,000   16,194   18,550