UNITED STATESSECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
SUN HYDRAULICS CORPORATION
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [ X ]
The Registrant had 6,930,446 shares of common stock, par value $.001, outstanding as of October 26, 2004.
Sun Hydraulics CorporationINDEXFor the quarter ended September 25, 2004
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PART I: FINANCIAL INFORMATION
Item 1.
Sun Hydraulics Corporation
The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.
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(in thousands)
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1. BASIS OF PRESENTATION AND SUMARY OF BUSINESS
Sun Hydraulics Corporation and its wholly-owned subsidiaries design, manufacture, and sell screw-in cartridge valves and manifolds used in hydraulic systems. The Company has facilities in the United States, the United Kingdom, Germany, Korea, and China. Sun Hydraulics Corporation (“Sun Hydraulics”), with its main offices located in Sarasota, Florida, designs, manufactures, and sells primarily through distributors. Sun Hydraulik Holdings Limited (“Sun Holdings”), a wholly-owned subsidiary of Sun Hydraulics, was formed to provide a holding company for the European market operations; its wholly-owned subsidiaries are Sun Hydraulics Limited (a British corporation, “Sun Ltd.”) and Sun Hydraulik GmbH (a German corporation, “Sun GmbH”). Sun Ltd. operates a manufacturing and distribution facility located in Coventry, England, and Sun GmbH operates a manufacturing and distribution facility located in Erkelenz, Germany. Sun Hydraulics Korea Corporation (“Sun Korea”), a wholly-owned subsidiary of Sun Hydraulics, located in Inchon, South Korea, operates a manufacturing and distribution facility. Sun Hydraulics Systems (Shanghai) Co., Ltd. (“Sun China”), a 50/50 joint venture between Sun Hydraulics and Links Lin, the owner of Sun Hydraulics’ Taiwanese distributor, is located in Shanghai, China, and operates a manufacturing and distribution facility.
The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for reporting on Form 10-Q. Accordingly, certain information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements are not included herein. The financial statements are prepared on a consistent basis (including normal recurring adjustments) and should be read in conjunction with the consolidated financial statements and related notes contained in the Annual Report on Form 10-K for the fiscal year ended December 27, 2003, filed by Sun Hydraulics Corporation (together with its subsidiaries, the “Company”) with the Securities and Exchange Commission on March 26, 2004. In Management’s opinion, all adjustments necessary for a fair presentation of the Company’s financial statements are reflected in the interim periods presented. Operating results for the three and nine month periods ended September 25, 2004, are not necessarily indicative of the results that may be expected for the period ending December 25, 2004.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Stock-Based Compensation
The Company has adopted the disclosure only provisions of Statements of Financial Accounting Standards (FAS) No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, an amendment to FAS 123, Accounting for Stock-Based Compensation, and has elected to follow Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees and related interpretations in accounting for its employee stock options. Under APB 25, because the exercise price of employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recorded. If the Company had elected to recognize compensation expense for stock options based on the fair value at grant date, consistent with the method prescribed by FAS 123, net income and earnings per share would have been reduced to the pro forma amounts below. The pro forma amounts were determined using the Black-Scholes valuation model with weighted average assumptions as set forth below.
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Earnings per share
The following table represents the computation of basic and diluted earnings per common share as required by SFAS No. 128 “Earnings Per Share” (in thousands, except per share data):
Diluted earnings per common share excludes antidilutive stock options of approximately 45,000 for each period ended September 25, 2004, and 276,000 for each period ended September 27, 2003.
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3. RESTRICTED CASH
The restricted cash balance at September 25, 2004, consisted of $433 in reserves as a required deferment for customs and excise taxes in the U.K. operation. The restricted amount was calculated as an estimate of two months of customs and excise taxes for items coming into the Company’s U.K. operations and was held with Lloyd’s TSB in the U.K.
4. INVENTORIES
5. GOODWILL
On September 25, 2004, the Company had $715 of goodwill, related to its acquisition of Sun Korea. Goodwill is held in other assets on the balance sheet. Valuation models reflecting the expected future cash flow projections were used to value Sun Korea at December 27, 2003. The analysis indicated that there was no impairment on the carrying value of the goodwill. As of September 25, 2004, no factors were identified that indicated impairment on the carrying value of the goodwill.
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6. LONG-TERM DEBT
Certain of these debt instruments are subject to debt covenants including 1) Fixed Charges Coverage Ratio (as defined) of 2.0 to 1.0, determined quarterly on a rolling four quarters basis, 2) Debt (as defined) to Tangible Net Worth (as defined) of not more than 1.5 to 1.0, determined quarterly, 3) Current Ratio of 1.5 to 1.0, determined quarterly, 4) Funded Debt (as defined) to EBITDA of less than 3.25 to 1.0, determined quarterly on a rolling four quarters basis, and 5) the Company’s primary domestic depository accounts shall be with SouthTrust Bank. As of September 25, 2004, the Company was in compliance with all debt covenants.
7. SEGMENT REPORTING
The individual subsidiaries comprising the Company operate predominantly in a single industry as manufacturers and distributors of hydraulic components. The Company is multinational with operations in the United States, and subsidiaries in the United Kingdom, Germany, and Korea. In computing operating profit for the foreign subsidiaries, no allocations of general corporate expenses have been made. Management bases its financial decisions by the geographical location of its operations.
Identifiable assets of the foreign subsidiaries are those assets related to the operation of those companies. United States assets consist of all other operating assets of the Company.
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Segment information is as follows:
Operating income is total sales and other operating income less operating expenses. In computing segment operating income/(loss), interest expense and net miscellaneous income (expense) have not been deducted (added).
Included in U.S. sales to unaffiliated customers were export sales, principally to Canada and Asia, of $7,655 and $5,830 during the nine months ended September 25, 2004, and September 27, 2003, respectively.
8. NEW ACCOUNTING PRONOUNCEMENTS
In January 2003, the FASB issued FASB Interpretation No. 46 (FIN 46),Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51 (ARB 51). FIN 46 provides guidance in determining (1) whether consolidation is required under the “controlling financial interest” model of ARB 51 or (2) whether the variable interest model under FIN 46 should be used to account for existing and new entities. In December 2003, the FASB released a revised version of FIN 46 (FIN 46A) clarifying certain aspects of FIN 46 and providing certain entities with exemptions from its requirements. The Company uses the equity method of accounting to account for investments in its joint venture in China in which it does not have a majority ownership or exercise control. The Company adopted FIN 46 as of January 1, 2004, and does
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not believe that its investment in the China Joint Venture is a Variable Interest Entity within the scope of FASB Interpretation (FIN) No. 46,Consolidation of Variable Interest Entities, an interpretation of ARB No. 5,nor is it material to the financial statements of the Company at September 25, 2004.
9. COMMITMENTS AND CONTINGENCIES
The Company is not a party to any legal proceedings other than routine litigation incidental to its business. In the opinion of management, the amount of ultimate liability with respect to these actions will not materially affect the results of operations, financial position or cash flows of the Company.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS
OVERVIEW
Sun Hydraulics Corporation is a leading designer and manufacturer of high-performance screw-in hydraulic cartridge valves and manifolds, which control force, speed and motion as integral components in fluid power systems. The Company sells its products globally through wholly owned companies and independent distributors with some direct accounts. Sales outside the United States for the quarter ended September 25, 2004, were 49% of total net sales.
Approximately 66% of product sales are used by the mobile market, which is characterized by applications where the equipment is not fixed in place, the operating environment is often unpredictable, and duty cycles are generally moderate to low. Some examples of mobile equipment include off-road construction equipment, fire and rescue equipment and mining machinery.
The remaining 34% of sales are used by industrial markets, which are characterized by equipment that is fixed in place, typically in a controlled environment, and which operates at higher pressures and duty cycles. Automation machinery, metal cutting machine tools and plastics machinery are some examples of industrial equipment. The Company sells to both markets with a single product line.
Industry conditions
Demand for the Company’s products is dependent on demand for the capital goods into which the products are incorporated. The capital goods industries, in general, and the fluid power industry specifically, are subject to economic cycles. According to the National Fluid Power Association (the fluid power industry’s trade association in the United States), United States shipments of hydraulic products declined during the past three years, decreasing -16%, -3% and -2% in 2001, 2002 and 2003, respectively. The declining trend has reversed as the United States hydraulics industry has expanded significantly in the first nine months of 2004.
The Company’s order trend has historically tracked closely to the United States Purchasing Managers Index (PMI). The index was 58.5 at the end of September 2004 compared to 53.7 at the end of September 2003. When PMI is over 50, it indicates economic expansion.
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Results for the third quarter
(Dollars in millions except net income per share)
Sales increases by business segment were as follows:
The first half of the year surge in orders continued into the third quarter with a 33% increase over last year. The Company believes its flexible production capability and its responsive supplier base continues to provide excellent delivery performance to its customers.
Gross profit increased 56% compared to the same quarter last year. Gross profit as a percentage of net sales increased to 30% from 25% last year. Sales volume and productivity increases more than offset increased material costs.
The Company is sharing in the raw material cost increases experienced by its suppliers; however, direct production unit costs are unchanged. To further combat the continuing rise in material costs, the Company has announced a modest price increase on selected products effective the beginning of next year.
Outlook
The order rate for October 2004, the first month of the fourth quarter, showed a substantial increase over the third quarter.
Fourth quarter shipments are estimated to be $22.0 million, which would be a 25% increase over the same quarter last year. The majority of this increase is projected to be in the U.S. operation as the rate of growth internationally is projected to slow.
Net income per share on sales of $22.0 million should yield approximately $0.15, which would bring net income per share for the year to $1.00.
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COMPARISON OF THREE MONTHS ENDED SEPTEMBER 25, 2004 AND SEPTEMBER 27, 2003
Net Sales
Net sales were $23.2 million, an increase of $5.3 million, or 29.8%. Third party sales in the United States operation increased 30.9% with an increase of 5.6% to Asia, a 35.4% increase to Canada and a 34.7% increase to United States distributors.
Net sales in the Korean operation increased 16.6%. The demand for construction equipment in China is driving a significant portion of the increased sales in Korea as well as Japan and other Asian markets.
Net sales in the United Kingdom operation increased 18.6%. Domestic UK sales increased 17.4% and sales to Scandinavia increased 20.2%.
Net sales in the German operation increased 46.3%. Sales within Germany increased 31.0% and sales in Italy and Austria increased 87.5%.
Gross Profit
Gross profit increased 55.8%, or $2.5 million. Gross profit as a percentage of net sales increased to 30.4% from 25.3% last year. The increase in gross profit as a percentage of sales was due to the favorable effects of increased sales volume, exchange rates and productivity increases. These were partially offset by increased material and employee benefit costs.
Selling, Engineering, and Administrative Expenses
Selling, engineering and administrative expenses increased 11%, or $0.4 million, to $4.0 million compared to $3.6 million the same quarter last year. The increase was primarily due to higher employee wages and benefit costs, outside services including website development, and higher than usual travel and meetings expenses.
Interest Expense
Interest expense for the quarter ended September 25, 2004, remained flat at $0.1 million compared to the quarter ended September 27, 2003. Total average debt for the quarter ended September 25, 2004, was $13.6 million compared to $14.6 million for the quarter ended September 27, 2003.
Foreign Currency Transaction (Gain) Loss
There was minimal impact to net income in the quarters ended September 25, 2004 and September 27, 2003, as a result of foreign currency transactions.
Income Taxes
The provision for income taxes for the quarter ended September 25, 2004, was 36.7% of pretax income compared to 35.1% for the quarter ended September 27, 2003. The change was due to the relative mix of income and different tax rates in effect among the countries in which the Company sells its products.
COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 25, 2004 AND SEPTEMBER 27, 2003
Net sales were $71.1 million, an increase of $17.9 million, or 33.6%. This increase reflected the recovery of the capital goods market in the United States, demand for construction equipment in China and strong demand in Central Europe.
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Gross profit increased 53.9%, or $7.6 million. Gross profit as a percentage of net sales increased to 30.6% from 26.6% last year. The increase in gross profit as a percentage of sales was due to the favorable effects of increased sales volume, exchange rates and productivity increases. These were partially offset by increased material and employee benefit costs.
Selling, engineering and administrative expenses increased 6.7%, or $0.8 million, to $12.3 million compared to last year. The second quarter of last year included a non-recurring write-off of software in the U.K. operating segment. Excluding the non-recurring item last year, selling, engineering and administrative expenses increased 10.2% or $1.2 million. The increase was primarily due to higher professional fees, outside services, and wage and benefit related expenses including the establishment of an Employee Stock Ownership Plan (ESOP).
Interest expense for the nine months ended September 25, 2004, remained flat at $0.4 million compared to the nine months ended September 27, 2003. Total average debt for the period ended September 25, 2004, was $15.3 million compared to $14.8 million for the period ended September 27, 2003.
Foreign currency transaction gains of $0.1 million for the nine months ended September 25, 2004, was due to the gains of the Euro and Won in the German and Korean operations, and the loss of the Pound in the U.K. operations, against the U. S. Dollar. Foreign currency transaction gain of $0.2 million in the nine months ended September 27, 2003, was due primarily to the gain of the Euro against the U. S. Dollar in the German operation.
The provision for income taxes for the nine months ended September 25, 2004, was 36.4% of pretax income compared to 35.2% for the nine months ended September 27, 2003. The change was due to the relative mix of income and different tax rates in effect among the countries in which the Company sells its products.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company’s primary source of capital has been cash generated from operations, although fluctuations in working capital requirements have from time to time been met through borrowings under revolving lines of credit. The Company’s principal uses of cash have been to pay operating expenses, make capital expenditures, pay dividends to shareholders, and service debt.
Cash from operations for the nine months ended September 25, 2004, was $11.0 million, compared to $7.0 million for the nine months ended September 27, 2003. The $4.0 million increase in cash from operations was due primarily to the $4.2 million increase in net income, offset by working capital changes. Days sales outstanding (DSO) were 33 and 40 at September 25, 2004, and September 27, 2003, respectively. Inventory turns improved to 9.5 at September 25, 2004, compared with 8.0 at September 27, 2003. Inventory levels were unchanged.
Capital expenditures, consisting primarily of purchases of machinery and equipment, were $3.5 million for the nine months ended September 25, 2004, compared to $3.1 million for the nine months ended September 27, 2003. Capital expenditures for the year are projected to be approximately $5.0 million.
The Company declared quarterly dividends of $0.05 per share to shareholders of record September 30, 2004, payable on October 15, 2004. The declaration and payment of future dividends is subject to the sole discretion of the Board of Directors, and any determination as to the payment of future dividends will depend upon the Company’s profitability, financial condition, capital needs, future prospects and other factors deemed pertinent by the Board of Directors.
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The Company believes that cash generated from operations and its borrowing availability under its revolving Line of Credit will be sufficient to satisfy the Company’s operating expenses and capital expenditures for the foreseeable future. In the event that economic conditions were to severely worsen for a protracted period of time, the Company would have several options available to ensure liquidity in addition to increased borrowing. Capital expenditures could be postponed since they primarily pertain to long-term improvements in operations. Additional operating expense reductions also could be made. Finally, the dividend to shareholders could be reduced or suspended.
Off Balance Sheet Arrangements
The Company uses the equity method of accounting to account for investments in its joint venture in China in which it does not have a majority ownership or exercise control. The Company does not believe that its investment in the China Joint Venture is a Variable Interest Entity and within the scope of FASB Interpretation (FIN) No. 46, Consolidation of Variable Interest Entities, an interpretation of ARB No. 5, nor is it material to the financial statements of the Company at September 25, 2004.
Seasonality
The Company generally has experienced increased sales during the second quarter of the year largely as a result of the order patterns of our customers. As a result, the Company’s second quarter net sales, income from operations, and net income historically are the highest of any quarter during the year.
Inflation
The impact of inflation on the Company’s operating results has been moderate in recent years, reflecting generally lower rates of inflation in the economy. While inflation has not had, and the Company does not expect that it will have, a material impact upon operating results, there is no assurance that the Company’s business will not be affected by inflation in the future.
Critical Accounting Policies and Estimates
The Company currently only applies judgment and estimates, which may have a material effect on the eventual outcome of assets, liabilities, revenues and expenses, for impairment of long-lived assets, accounts receivable, inventory, goodwill and accruals. The following explains the basis and the procedure for each account where judgment and estimates are applied.
Revenue Recognition
It is the Company’s accounting policy to report revenues when title passes and risk of loss transfers to the customer. The effect of material non-recurring events is provided for when they become known.
Impairment of Long-Lived Assets
In accordance with Statement of Financial Accounting Standards No. 144,Accounting for Impairment or Disposal of Long-lived Assets (“SFAS 144”), long-lived assets, such as property and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the asset is measured by comparison of its carrying amount to future net cash flows the asset is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair market value.
The Company assesses the recoverability of goodwill and intangible assets not subject to amortization under SFAS 142. See Goodwill below.
Accounts Receivable
The Company sells to most of its customers on a recurring basis, primarily through distributors with which the Company maintains long-term relationships. As a result, bad debt experience has not been material. The allowance for doubtful accounts is determined on a specific identification basis by a review of those accounts that are significantly in arrears. There is no assurance that a distributor or a large direct sale customer with
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overdue accounts receivable balances will not develop financial difficulties and default on payment. See balance sheet for allowance amounts.
Inventory
The Company offers a wide variety of standard products and as a matter of policy does not discontinue products. On an ongoing basis, component parts found to be obsolete through design or process changes are disposed of and charged to material cost. The Company reviews on-hand balances of products and component parts against specific criteria. Products and component parts without usage or that have excess quantities on hand are evaluated. An inventory reserve is then established for the full inventory carrying value of those products and component parts deemed to be obsolete or slow moving. See Note 4 for inventory reserve amounts.
Goodwill
The Company acquired its Korean operations in September 1998 using the purchase method. As a result, goodwill is reflected on the consolidated balance sheet. A valuation based on the cash flow method was performed at December 27, 2003, and it was determined that the value of the goodwill was not impaired. There is no assurance that the value of the acquired company will not decrease in the future due to changing business conditions. See Note 7 for goodwill amounts.
Accruals
The Company makes estimates related to certain employee benefits and miscellaneous accruals. Estimates for employee benefit accruals are based on information received from plan administrators in conjunction with management’s assessments of estimated liabilities related to workers’ compensation, the 401(k) plan discretionary match, and health care benefits. Estimates for miscellaneous accruals are based on management’s assessment of estimated liabilities for costs incurred.
FORWARD-LOOKING INFORMATION
Certain oral statements made by management from time to time and certain statements contained herein that are not historical facts are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 and, because such statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements, including those in Management’s Discussion and Analysis of Financial Condition and Results of Operations are statements regarding the intent, belief or current expectations, estimates or projections of the Company, its Directors or its Officers about the Company and the industry in which it operates, and assumptions made by management, and include among other items, (i) the Company’s strategies regarding growth, including its intention to develop new products; (ii) the Company’s financing plans; (iii) trends affecting the Company’s financial condition or results of operations; (iv) the Company’s ability to continue to control costs and to meet its liquidity and other financing needs; (v) the declaration and payment of dividends; and (vi) the Company’s ability to respond to changes in customer demand domestically and internationally, including as a result of standardization. Although the Company believes that its expectations are based on reasonable assumptions, it can give no assurance that the anticipated results will occur.
Important factors that could cause the actual results to differ materially from those in the forward-looking statements include, among other items, (i) the economic cyclicality of the capital goods industry in general and the hydraulic valve and manifold industry in particular, which directly affect customer orders, lead times and sales volume; (ii) conditions in the capital markets, including the interest rate environment and the availability of capital; (iii) changes in the competitive marketplace that could affect the Company’s revenue and/or cost bases, such as increased competition, lack of qualified engineering, marketing, management or other personnel, and increased labor and raw materials costs; (iv) changes in technology or customer requirements, such as standardization of the cavity into which screw-in cartridge valves must fit, which could render the Company’s products or technologies noncompetitive or obsolete; (v) new product introductions, product sales mix and the geographic mix of sales nationally and internationally; and (vi) changes relating to the Company’s international sales, including changes in regulatory requirements or tariffs, trade or currency restrictions, fluctuations in exchange rates, and tax and collection issues. Further information relating to factors that could cause actual results to differ from those anticipated is included but not limited to information under the headings “Business” (including under the subheading “Business Risk Factors”) in the Company’s
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Form 10-K for the year ended December 27, 2003, and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” in this Form 10-Q for the quarter ended September 25, 2004. The Company disclaims any intention or obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk from changes in interest rates on borrowed funds, which could affect its results of operations and financial condition. The Company had approximately $10.4 million in variable-rate debt outstanding at September 25, 2004. The Company has managed this risk by its ability to select the interest rate on its debt financing at Libor plus 1.9% or its lender’s prime rate, whichever is more advantageous. Beginning in July 2004, the interest rate on its debt financing remained variable based upon the Company’s leverage ratio. At September 25, 2004, a 1% change in interest rates up or down would affect the Company’s income statement on an annual basis by approximately $104,000 at the current, variable-rate outstanding debt level. At September 27, 2003, the Company had $17.8 million in variable-rate debt outstanding and, as such, a 1% change in interest rates up or down would have affected the Company’s income statement on an annual basis by approximately $178,000.
The Company’s exposure to foreign currency exchange fluctuations relates primarily to the direct investment in its facilities in the United Kingdom, Germany, and Korea. The Company does not use financial instruments to hedge foreign currency exchange rate changes.
Item 4. CONTROLS AND PROCEDURES
As of September 25, 2004, the Company’s management, under the direction of its Chief Executive Officer and the Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Company’s Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 25, 2004, in timely alerting them to material information required to be included in the Company’s periodic SEC filings.
There were no significant changes in the Company’s internal controls over financial reporting during the quarter ended September 25, 2004, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities, Use of Proceeds and Issuer Repurchases of Equity Securities.
Item 3. Defaults upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
The Company has established the date for its next Annual Meeting of Shareholders, which will be held on June 11, 2005, in Sarasota, Florida.
Item 6. Exhibits and Reports on Form 8-K.
Exhibits:
(b) Reports on Form 8-K
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sarasota, State of Florida on November 5, 2004.
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