<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of May 1999.
DENISON INTERNATIONAL plc
-------------------------
(Translation of registrant's name into English)
Masters House
107 Hammersmith Road
London W14 0QH
England
(Address of principal executive offices)
<PAGE>
DENISON INTERNATIONAL REPORTS RESULTS FOR THE FIRST
QUARTER ENDED MARCH 31, 1999
MARYSVILLE, Ohio - April 29, 1999 - Denison International plc today reported
results for the quarter ended March 31, 1999. Net revenues for the period were
down 2.4% from the same period in 1998, while net income declined by 25.5%.
Sales for the period were $36.5 million, compared with $37.4 million for 1998.
First quarter net income was $2.9 million, or 26 cents per diluted share,
compared with $3.9 million, or 35 cents per diluted share, last year.
A softening worldwide hydraulics market impacted both sales and income, with
income further impacted by management's decision to curtail manufacturing
production to reduce inventory levels. During the first quarter inventories were
reduced by nearly $2.0 million, or five-percent, versus December 31, 1998
balances.
Denison President and CEO David Weir noted that the softness in the industry was
anticipated based on the order receipts for the fourth quarter of 1998. "Based
on the order intake in the 4th quarter we knew that we were going to have a slow
start to the year. In the past two months we have seen improvement in the rate
of new orders received, which increased 21% over the 4th quarter 1998, and we
are anticipating an improvement in revenues and income in the 2nd quarter over
the results achieved in the 1st quarter."
Segment Information
- -------------------
On a segment basis versus first quarter 1998 results, sales in Europe were up
$2.2 million, or 11.8%, resulting primarily from the results for Lokomec Oy,
acquired late in 1998, while sales in North America and the Asia-Pacific region
were down by $2.6 million and $.5 million, or 17.9% and 11.6%, respectively.
European net income of $3.0 million was 15.7% ahead of first quarter 1998,
primarily due to the results of Lokomec, while net income for North America was
$.1 million, a 94.1% decrease versus the first quarter of 1998, resulting from
lower revenues from distributors combined with the impact of
2
<PAGE>
curtailing production to reduce inventories. The Asia-Pacific region recorded a
loss of $.3 million, as compared with breakeven results for the first quarter of
1998.
"Our European business performed well in the quarter, but in North America
shipments were down due to de-stocking by distributors. However, new orders
received from distributors were up sharply from last quarter, hopefully
indicating that this process is complete. In the quarter we invested $2.9
million in capital equipment and spending on new product development was one and
one half cents per share higher than same quarter last year. This, combined with
the reductions in the company's cost base, positions Denison well for the
expected upturn in the hydraulics market".
Weir also added, "We are extremely pleased with the results from the Lokomec
acquisition, to date they have exceeded our expectations. With our strong cash
and liquidity position, one of our main focuses for the remainder of 1999 is to
complete additional accretive acquisitions."
Denison International plc designs, manufactures, distributes and services highly
engineered fluid power systems and components. Denison distributes its products
and services globally to a diverse group of original equipment manufacturers and
end users in a broad array of industrial applications, including machine tools
and material handling equipment, mobile construction, agricultural and utility
equipment, and marine applications, including military equipment.
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 are
subject to certain risks and uncertainties which could cause actual results to
differ materially from those currently anticipated. Shareholder, 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.
3
<PAGE>
<TABLE>
DENISON INTERNATIONAL plc
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<CAPTION>
USD-(000's) Three Months Ended March 31
------------------------------------------
1999 1998
------------------ -------------------
<S> <C> <C>
Net Sales $ 36,469 $ 37,371
Cost of Sales 23,908 23,509
------------------ -------------------
Gross Profit 12,561 13,862
% 34.4% 37.1%
S,G&A 8,625 8,540
------------------ -------------------
Operating Income 3,936 5,322
% 10.8% 14.2%
Other Income - -
Net Interest Income 71 158
------------------ -------------------
Income Before Taxes 4,007 5,480
Tax Provision 1,121 1,603
------------------ -------------------
Net Income $ 2,886 $ 3,877
================== ===================
Basic Earnings per Share $ 0.26 $ 0.35
Diluted Earnings per Share $ 0.26 $ 0.35
</TABLE>
4
<PAGE>
<TABLE>
DENISON INTERNATIONAL plc
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
USD-(000's) March 31, December 31,
1999 1998
------------------ -------------------
<S> <C> <C>
Current assets:
Cash & cash equivalents $ 25,699 $ 35,799
Accounts receivable, net 30,689 29,716
Inventories 36,361 38,236
Other current assets 4,301 4,513
------------------ -------------------
Total current assets 97,050 108,264
Property, plant & equipment, net 25,774 24,726
Other assets 9,097 10,467
------------------ -------------------
Total assets $ 131,921 $ 143,457
================== ===================
Current liabilities:
Notes payable to bank $ 4,511 $ 12,532
Accounts payable and other
accrued liabilities 28,413 29,300
------------------ -------------------
Total current liabilities 32,924 41,832
Noncurrent liabilities 21,831 23,098
Shareholders equity:
Retained earnings 77,291 74,405
Cumulative translation adjustment (6,822) (2,575)
Other shareholders equity 6,697 6,697
------------------ -------------------
Total shareholders equity 77,166 78,527
Total liabilities and
shareholders equity $ 131,921 $ 143,457
================== ===================
CONTACT: Bruce A. Smith, Chief Financial Officer, Denison International at
937-644-4437; or Carolyn Snider at National Editorial Services at 248-548-7444
</TABLE>
5
<PAGE>
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, thereunto duly authorized.
DENISON INTERNATIONAL plc
By: /s/ Bruce A. Smith
------------------------
Bruce A. Smith
Chief Financial Officer
Date: May 3, 1999
6
