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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended September 30, 2000 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 1-9789
TECH/OPS SEVCON, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2985631
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
40 NORTH AVENUE, BURLINGTON, MASSACHUSETTS 01803
(Address of Principal Executive Offices and Zip Code)
Registrant's Area Code and Telephone Number (781) 229 7896
Securities registered pursuant to Section 12(b) of the Act:
(Title of Each Class) (Name of Exchange on Which Registered)
COMMON STOCK, PAR VALUE $.10 PER SHARE AMERICAN STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act: None
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 [ ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this form 10-K. [ ]
As of November 24, 2000, 3,109,620 common shares were outstanding, and the
aggregate market value of the common shares (based upon the closing price on
the American Stock Exchange) held by non-affiliates was approximately
$22,800,000.
Documents incorporated by reference: Portions of the Proxy Statement for
Annual Meeting of Stockholders to be held January 23, 2001 are incorporated by
reference into Part III of this report.
INDEX
ITEM
PART I PAGE
1. BUSINESS
General description 7
Marketing and sales 7
Patents 7
Backlog 7
Raw materials 7
Competition 7
Research and development 7
Environmental regulations 7
Employees and labor relations 7
2. PROPERTIES 8
3. LEGAL PROCEEDINGS 8
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 8
EXECUTIVE OFFICERS OF THE REGISTRANT 8
PART II
5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS 8
6. SELECTED FINANCIAL DATA 8
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS 8
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 10
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Balance Sheets September 30, 2000 and 1999 11
Consolidated Statements of Income for the Years ended September 30,
2000, 1999 and 1998 12
Consolidated Statements of Comprehensive Income for the Years ended
September 30, 2000, 1999 and 1998 12
Consolidated Statements of Stockholders' Investment for the Years
ended September 30, 1998, 1999 and 2000 13
Consolidated Statements of Cash Flows for the Years ended September
30, 2000, 1999 and 1998 14
Notes to Consolidated Financial Statements 15
Report of Independent Public Accountants 21
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 22
PART III
10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 22
11. EXECUTIVE COMPENSATION 22
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 22
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 22
PART IV
14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Exhibits 22
Financial statements and schedules 22
Form 8-K 22
Signatures of registrant and directors 23
SCHEDULES
II RESERVES 24
Schedules other than the one referred to above have been omitted as
inapplicable or not required, or the information is included elsewhere in
financial statements or the notes thereto.
PART I
Item 1 Business
General Description
Tech/Ops Sevcon, Inc. ("Tech/Ops Sevcon" or the "Company"), is a Delaware
Corporation organized on December 22, 1987 to carry on the electronic controls
business previously performed by Tech/Ops, Inc. (Tech/Ops). Through wholly-
owned subsidiaries located in the United States, England, and France, the
Company designs, manufactures, sells, and services, under the Sevcon name,
solid-state products which control motor speed and acceleration for battery
powered electric vehicles in a number of applications, primarily electric fork
lift trucks, aerial lifts and underground coal mining equipment. In June 2000
the Company established a subsidiary near Seoul, South Korea, to provide sales
support to electronic controls business customers in Korea and other Asian
countries. Through another subsidiary located in the United Kingdom,
Tech/Ops Sevcon manufactures special metallized film capacitors for
electronics applications. These capacitors are used as components in the power
electronics, signalling and audio equipment markets. Approximately 93% of the
Company's revenues are derived from the controls business, with the remainder
derived from the capacitor business.
Marketing and sales
Sales are made primarily through a small full-time marketing staff. Sales in
the United States were $12,715,000, $10,940,000 and $11,321,000, in 2000, 1999
and 1998, respectively, which accounted for approximately 42%, 37% and 36%,
respectively, of total sales. Approximately 54% of sales are made to 10
manufacturers of electric vehicles in the United States, Europe and the Far
East. Approximately 90% of the Company's sales are direct to end customers,
with 10% made to the Company's international dealer network. See Note 7 to the
Consolidated Financial Statements (Segment Information) for an analysis of
sales by segment, geographic location and major customers.
Patents
Although the Company has international patent protection for its new product
ranges, the Company believes that its business is not significantly dependent
on patent protection. The Company is primarily dependent upon technical
competence, the quality of its products, and its prompt and responsive service
performance.
Backlog
Tech/Ops Sevcon's backlog at September 30, 2000 was $3,039,000 compared to
$4,261,000 in September 1999, and $4,441,000 in September 1998. The decrease
in backlog at September 30, 2000 was mainly due to an improvement in the
Company's just-in-time delivery performance and to lower foreign currency
exchange rates.
Raw materials
Tech/Ops Sevcon's products require a wide variety of components and materials.
The Company has many sources for most of such components and materials and
produces certain of these items internally. During fiscal 2000 there was a
world-wide shortage of certain electronic components. These shortages did not
prevent shipments to customers but did adversely impact manufacturing costs.
The Company believes that its sources and availability of its raw materials
are adequate.
Competition
In the United States, the Company competes primarily with a division of the
General Electric Company, which has a significant share of the market and with
Curtis Instruments, Inc., a privately held company. Overseas, Tech/Ops Sevcon
has several international competitors, including General Electric Company and
Curtis Instruments, as well as a number of smaller competitors that operate
only in local markets. In addition, several large manufacturers of fork lift
trucks make their own controls, although their product is generally for
internal use only. The Company differentiates itself from its competitors
principally by technical innovation and its willingness to customize products
for specific applications. The Company believes that it is one of the largest
independent suppliers of such devices outside of the United States.
Research and development
Tech/Ops Sevcon's technological expertise has been an important factor in its
growth. The Company regularly pursues product improvements to maintain its
technical position. Research and development expenditure amounted to
$2,253,000 in 2000 compared to $2,176,000 in 1999 and $1,973,000 in 1998.
Environmental regulations
The Company complies, to the best of its knowledge, with federal, state and
local provisions which have been enacted or adopted regulating the discharge
of materials into the environment or otherwise protecting the environment.
This compliance has not had, nor is it expected to have, a material effect on
the capital expenditures, earnings, or competitive position of Tech/Ops
Sevcon.
Employees and labor relations
As of September 30, 2000, the Company employed 268 full-time employees, of
whom 21 were in the United States, 237 were in the United Kingdom, 7 were in
France, and 3 were in the Far East. Tech/Ops Sevcon believes its relations
with its employees are good.
Item 2 Properties
A subsidiary of the Company leases approximately 12,000 square feet in
Burlington, Massachusetts, under a lease expiring in 2003, with both parties
able to give, at any time, 12 months notice to terminate. The building is used
for the development, distribution and service of electronic controls, together
with sales and corporate offices. The United Kingdom electronic controls
business of Tech/Ops Sevcon is carried on in two adjacent buildings owned by
it located in Gateshead, England, containing 40,000 and 20,000 square feet of
space respectively. The land on which these buildings stand are held on leases
expiring in 2068 and 2121 respectively.5,000 square feet of space is also
rented near Paris, France under a lease expiring in December 2000. It is
expected that the lease will be renewed for a further 9 year term. The
capacitor subsidiary of the Company owns a 9,000 square foot building,
built in 1981, in Wrexham, Wales. The new South Korean subsidiary of the
Company leases approximately 1,000 square feet of office space in Bucheon
City, near Seoul. The building is used for sales and marketing activity and to
support the Company's customers in Asia. The three-year lease is due to expire
in May 2003.
The properties and equipment of the Company are in good condition and, in the
Opinion of the management, are suitable and adequate for the Company's
operations.
Item 3 Legal Proceedings
The Company is involved in various legal proceedings, but believes that these
Matters will be resolved without a material effect on its financial position.
Item 4 Submission of Matters to a Vote of Security Holders
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
Name of Officer Age Position
- -------------------------------------------------------------------------
Matthew Boyle 38 President & Chief Executive Officer
Paul A. McPartlin 55 Vice President, Treasurer
& Chief Financial Officer
- -------------------------------------------------------------------------
There are no family relationships between any director or executive officer
and any other director or executive officer of the Company.
All officers serve until the next annual meeting and until their successors
are elected and qualified. Mr. Boyle was appointed Vice President and Chief
Operating Officer on November 5, 1996 and President and Chief Executive
Officer on November 13, 1997. From 1994, until he joined the Company in
November 1996, Mr. Boyle was the General Manager of the Regulateurs Europa
business of GEC Alsthom in Colchester, England. Mr. McPartlin has been a Vice
President and Chief Financial Officer of the Company for more than five years
and was elected Treasurer in January 2000.
Part II
Item 5 Market for the Registrant's Common Stock and Related Stockholder
Matters
The Common Stock of the Company is traded on the American Stock Exchange under
the symbol TO. A summary of the market prices of, and dividends paid on, the
Company's Common Stock is shown in the table on page 24 of the Company's
Annual Report to Shareholders for 2000 and is filed as exhibit (13) (a) to
this report on Form 10-K and incorporated herein by reference. At November 24,
2000, there were approximately 325 shareholders of record.
Item 6 Selected Financial Data
A summary of selected financial data for the last ten years is shown on page 1
of the Company's Annual Report to Stockholders and is filed as exhibit (13)
(b) to this report on Form 10-K and incorporated herein by reference.
Item 7 Management's Discussion and Analysis of Financial Condition and
Results of Operations
A) Results of Operations
2000 compared to 1999
Sales in fiscal 2000 were $30,360,000, an increase of $706,000, or 2%,
compared to last year. Foreign currency fluctuations, particularly the
weakness of the Euro, accounted for a 5% decrease in sales when reported in
dollars. Shipment volumes increased by 7% compared to 1999.
Sales in the controls business increased by $462,000, or 2%. US controls sales
were $12,715,000, an increase of $1,775,000, or 16%, compared to last year.
Foreign controls sales declined by $1,313,000, or 8%. The increase in US sales
occurred principally in the aerial lift market, where sales increased by 33%
compared to last year. The decrease in foreign controls sales was principally
due to foreign currency fluctuations. Sales in the capacitor business of
$2,014,000 were $244,000, or 14%,higher than last year. This was mainly due to
improved market conditions and higher sales of audio capacitors.
Gross profit was 39% of sales in 2000 compared to 41% of sales in 1999. Gross
profit was $11,933,000, a decrease of $220,000, compared to the previous year.
The decrease in gross profit percentage was mainly due to foreign currency
fluctuations, particularly the decline of the Euro. In addition, there was a
world-wide shortage of certain electronic components during fiscal 2000, which
adversely impacted manufacturing costs.
The Company's plan to reorganize and refocus manufacturing facilities based on
their core competencies, reduce manufacturing costs and continue to improve
quality, is ongoing. During fiscal 2000 there was substantial progress in
outsourcing non-core activities. The savings made in outsourcing offset the
one-time costs incurred during implementation.
Selling, research and administrative expenses increased by $312,000, or 4%.
Research and development expenses increased by 4% to $2,253,000. Selling
expenses increased by $200,000 mainly due to the plan to increase world-wide
selling resources and get closer to our customers. This included the
establishment of Sevcon Asia Limited, in Korea, during the third quarter of
fiscal 2000 and the establishment of a new West Coast sales office in the USA.
Operating income was $4,108,000 compared to $4,640,000 in 1999, a decrease of
$532,000, or 11%. Operating income in the controls business was $3,862,000, a
decrease of $702,000, or 15%. Foreign currency fluctuations accounted for
$500,000 of this decrease, with the remainder mainly due to higher selling,
research and development expenses. Operating income in the capacitor business
was $463,000, an increase of $185,000, or 67%, compared to last year,
principally due to increased sales. Interest income decreased from $110,000 in
fiscal 1999 to $71,000 in fiscal 2000, mainly due to lower cash balances. The
positive year-to-year swing in net other income and expense of $59,000 was
mainly due to foreign currency translation gains. Income before income taxes
was $4,196,000, a decrease of $507,000, or 11%. Income taxes were 33% of pre-
tax income in 2000 compared to 34% in 1999. The decrease in the average tax
rate was mainly due to lower foreign tax rates. Net income was $2,805,000, a
decrease of $320,000, or 10%. Basic and fully-diluted income per share was
$.90 in 2000 compared to $1.00 in 1999, a decrease of 10%.
1999 compared to 1998
Sales in fiscal 1999 were $29,654,000, a decrease of $1,865,000, or 6%,
compared to 1998. Sales in the controls business declined by $1,393,000, or
5%. US controls sales were $381,000, or 3%, lower than in 1998 and foreign
controls sales declined by $1,012,000,or 6%. The decline in US sales occurred
principally in the second half of the year and was due to overstocking at some
large customers and some short-term delays in the start-up and completion of
new projects. The decrease in foreign controls sales was principally due to
product introduction delays and depressed conditions in our Far East markets.
Sales in the capacitor business of $1,770,000 were $472,000, or 21%, lower
than in 1998. This was mainly due to continued weakness in the markets served
by the capacitor business.
Gross profit was 41% of sales in 1999 compared to 39% of sales in 1998. Gross
profit was $12,153,000, a decrease of $147,000, compared to 1998. The
improvement in the gross profit percentage was mainly due to lower material
costs and improved manufacturing efficiency.
Selling, research and administrative expenses increased by $215,000, or 3%. In
the last half of fiscal 1999, following an internal review of its operations,
the Company commenced a two year plan to reorganize and refocus manufacturing
facilities based on their core competencies, reduce manufacturing costs and
continue to improve quality. The plan included expansion of the Company's
world-wide sales presence and increased resources devoted to new product
introduction and development. During fiscal 1999 the Company incurred costs
associated with this plan of approximately $200,000 which were included in
selling, research and administrative expenses.
Operating income was $4,640,000, or 16% of sales, compared to $5,002,000, also
16% of sales, in 1998. Operating income decreased by $362,000, or 7%.
Operating income in the controls business was $4,564,000, a decrease of
$114,000, or 2%. This decrease was principally due to lower sales and the
costs of the plan to reorganize and refocus the business. Operating income in
the capacitor business was $278,000, or 16% of sales, a decrease of $259,000
compared to 1998, principally due to lower sales. Income before income taxes
was $4,703,000, a decrease of $382,000, or 8%. Income taxes were 34% of pre-
tax income in 1999 compared to 36% in 1998. The decrease in the average tax
rate was mainly due to a combination of lower foreign tax rates and increased
foreign tax credits. Net income was $3,125,000, a decrease of $144,000, or 4%.
Basic income per share was $1.00 in 1999 compared to $1.05 in 1998 and fully-
diluted income per share was $1.00 in 1999 compared to $1.04 in 1998.
B) Liquidity and Capital Resources
Cash balances decreased by $2,133,000 during fiscal 2000 to $1,542,000.
However short-term investments increased by $591,000, therefore there was a
net decrease in cash and short-term investments of $1,542,000. The main
elements of this decrease were as follows. Operating activities generated
$1,707,000 of cash which partially funded dividends of $2,243,000. Spending on
property, plant and equipment was $678,000, principally relating to new
products and improved manufacturing facilities. Foreign exchange rate changes
resulted in a $328,000 decrease in cash.
The Company has, since January 1990, maintained a program of regular cash
dividends, which currently amounts to $561,000 per quarter. Tech/Ops Sevcon's
resources, in the opinion of management, are adequate for projected operations
and capital spending programs, as well as continuation of the cash dividend.
C) Impact of the Euro on Tech/Ops Sevcon
In January 1999 many European countries in which the Company does business
adopted the Euro as a common currency replacing the currencies of the
individual countries. There will be a three year transition period during
which the Euro will replace the French Franc as the functional currency of our
French subsidiary. Most of the Company's manufacturing activities take place
in the UK which has not announced plans to adopt the Euro. With the increasing
acceptance of the Euro, certain sales and expenses which were denominated in
pounds sterling have switched into Euros which will tend to increase the
volatility of the Company's revenues and income due to changes in foreign
exchange rates.
Approximately 20% of the Company's sales are denominated in Euros and the cost
of sales associated with these sales is mainly denominated in British pounds.
The Company has commenced a program to increase its purchases of components
and sub-assemblies in Euro based countries to mitigate the foreign currency
exposure to Euro fluctuations.
During the fourth quarter of fiscal 2000 the Company commenced a program of
hedging activities to mitigate its increased exposure to foreign exchange
risk. Details of the Company's hedging activities are set out in Note (1) H to
the Company's Consolidated Financial Statements included under Item 8.
Item 7A Quantitative and qualitative disclosures about market risk
The primary market risks for the Company are foreign currency risk and
interest rate risk. Other risks dealing with contingencies are described in
Note 5 to the Company's Consolidated Financial Statements included under
Item 8.
FOREIGN CURRENCY RISK
The Company manufactures products principally in the United Kingdom and sells
products world-wide. Therefore the Company's operating results are subject to
fluctuations in foreign currency exchange rates. In addition, the translation
of the sales and income of foreign subsidiaries into US dollars is also
subject to fluctuations in foreign currency exchange rates. The Company
undertakes hedging activities to manage the foreign exchange exposures related
to forecast purchases and sales in foreign currency and the associated foreign
currency denominated receivables and payables. The Company does not engage in
speculative foreign exchange transactions. Details of this hedging activity
and the underlying exposures is contained in Note (1) H to the Company's
consolidated financial statements included under Item 8.
INTEREST RATE RISK
The Company does not have any interest bearing debt. The Company does invest
surplus funds in instruments with maturities of less than 12 months at both
fixed and floating interest rates. Due to the short-term nature of the
Company's investments at September 30, 2000 the risk arising from changes in
interest rates was not material.
Item 8. Financial Statements and Supplementary Data
CONSOLIDATED BALANCE SHEETS
Tech/Ops Sevcon, Inc. and Subsidiaries
September 30, 2000 and 1999 (in thousands of dollars)
- ------------------------------------------------------------------------------
Assets 2000 1999
- ------------------------------------------------------------------------------
Current assets:
Cash and cash equivalents $ 1,542 $ 3,675
Short-term investments 591 -
Receivables, net of allowances for doubtful accounts of
$241,000 in 2000 and $174,000 in 1999 6,132 5,092
Inventories 3,684 4,212
Prepaid expenses and other current assets 831 474
- ------------------------------------------------------------------------------
Total current assets 12,780 13,453
- ------------------------------------------------------------------------------
Property, plant and equipment, at cost:
Land and improvements 21 23
Buildings and improvements 1,837 2,083
Equipment 5,047 5,176
- ------------------------------------------------------------------------------
6,905 7,282
Less: accumulated depreciation and amortization 3,911 4,051
- ------------------------------------------------------------------------------
Net property, plant and equipment 2,994 3,231
- ------------------------------------------------------------------------------
Cost of purchased businesses in excess of net assets acquired 1,435 1,435
- ------------------------------------------------------------------------------
Total assets $17,209 $18,119
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Liabilities and stockholders' investment
- ------------------------------------------------------------------------------
Current liabilities:
Accounts payable $ 2,385 $ 2,650
Dividend payable 561 561
Accrued compensation and related costs 946 1,116
Other accrued expenses 1,401 1,834
Accrued and deferred taxes on income 509 409
- ------------------------------------------------------------------------------
Total current liabilities 5,802 6,570
- ------------------------------------------------------------------------------
Deferred taxes on income 135 138
- ------------------------------------------------------------------------------
Commitments and contingencies (note 5)
- ------------------------------------------------------------------------------
Stockholders' investment
Preferred stock, par value $.10 per share - authorized -
1,000,000 shares; outstanding - none - -
Common stock, par value $.10 per share - authorized -
8,000,000 shares; outstanding 3,114,820 shares in
2000 and 3,115,306 in 1999 311 312
Premium paid in on common stock 3,925 3,924
Retained earnings 8,375 7,811
Cumulative comprehensive income (loss) (1,339) (636)
- ------------------------------------------------------------------------------
Total stockholders' investment $11,272 $11,411
- ------------------------------------------------------------------------------
Total liabilities and stockholders' investment $17,209 $18,119
- ------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
CONSOLIDATED STATEMENTS OF INCOME
Tech/Ops Sevcon, Inc. and Subsidiaries
For the Years ended September 30, 2000, 1999 and 1998
(in thousands except per share data)
- ------------------------------------------------------------------------------
2000 1999 1998
- ------------------------------------------------------------------------------
Net sales $30,360 $29,654 $31,519
- ------------------------------------------------------------------------------
Costs and expenses:
Cost of sales 18,427 17,501 19,219
Selling, research and administrative 7,825 7,513 7,298
- ------------------------------------------------------------------------------
26,252 25,014 26,517
- ------------------------------------------------------------------------------
Operating income 4,108 4,640 5,002
Interest expense (1) (6) (39)
Interest income 71 110 104
Other income (expense), net 18 (41) 18
- ------------------------------------------------------------------------------
Income before income taxes 4,196 4,703 5,085
Income taxes (1,391) (1,578) (1,816)
- ------------------------------------------------------------------------------
Net income $ 2,805 $ 3,125 $ 3,269
- ------------------------------------------------------------------------------
Basic income per share $ 0.90 $ 1.00 $ 1.05
- ------------------------------------------------------------------------------
Fully-diluted income per share $ 0.90 $ 1.00 $ 1.04
- ------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Tech/Ops Sevcon, Inc. and Subsidiaries
For the Years ended September 30, 2000, 1999 and 1998 (in thousands of dollars)
- -------------------------------------------------------------------------------
2000 1999 1998
- -------------------------------------------------------------------------------
Net income $ 2,805 $ 3,125 $ 3,269
Foreign currency translation adjustment (895) (300) 298
Change in fair market value of cash flow hedge 192 - -
- -------------------------------------------------------------------------------
Comprehensive income $ 2,102 $ 2,825 $ 3,567
- -------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
Tech/Ops Sevcon, Inc. and Subsidiaries
For the Years ended September 30, 1998, 1999 and 2000 (in thousands of dollars)
- -------------------------------------------------------------------------------
Premium Cumulative
paid in on Comprehen- Total
Common Treasury common Retained sive stockholders'
stock stock stock earnings income (loss) investment
- -------------------------------------------------------------------------------
Balance September 30,
1997 $ 310 $ (85) $ 3,730 $ 5,786 $ (634) $ 9,107
Net income - - - 3,269 - 3,269
Dividends
($.63 per share) - - - (1,954) - (1,954)
Currency translation
adjustment - - - - 298 298
Tax benefit on exercise
of stock options - - 87 - - 87
Exercise of stock
options 1 85 31 (131) - (14)
- -------------------------------------------------------------------------------
Balance September 30,
1998 311 - 3,848 6,970 (336) 10,793
Net income - - - 3,125 - 3,125
Dividends ($.72 per
share) - - - (2,240) - (2,240)
Currency translation
adjustment - - - - (300) (300)
Tax benefit on exercise
of stock options - - 36 - - 36
Exercise of stock
options 1 - 40 (44) - (3)
- -------------------------------------------------------------------------------
Balance September 30,
1999 312 - 3,924 7,811 (636) 11,411
Net income - - - 2,805 - 2,805
Dividends ($.72 per
share) - - - (2,243) - (2,243)
Currency translation
adjustment - - - - (895) (895)
Change in fair market
value of cash flow
hedge - - - - 192 192
Cancellation of
unclaimed shares (1) - 1 2 - 2
- -------------------------------------------------------------------------------
Balance September 30,
2000 $ 311 $ - $ 3,925 $ 8,375 $(1,339) $11,272
- -------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Tech/Ops Sevcon, Inc. and Subsidiaries
For the Years ended September 30, 2000, 1999 and 1998 (in thousands of dollars)
- -------------------------------------------------------------------------------
2000 1999 1998
- -------------------------------------------------------------------------------
Cash flow from operating activities:
Net income $ 2,805 $ 3,125 $ 3,269
Adjustments to reconcile net income to net cash
from operating activities:
Depreciation and amortization 541 505 530
Deferred tax provision (3) (26) 8
Increase (decrease) in cash resulting from
changes in operating assets and liabilities:
Receivables (1,040) 618 (317)
Inventories 528 (1,152) 66
Prepaid expenses and other current assets (357) (93) (137)
Accounts payable (265) 484 396
Accrued compensation and expenses (603) (176) 432
Accrued and deferred taxes on income 101 (531) 581
Other assets - - 6
- -------------------------------------------------------------------------------
Net cash generated from operating activities 1,707 2,754 4,834
- -------------------------------------------------------------------------------
Cash flow used by investing activities:
Acquisition of property, plant and equipment (678) (641) (993)
Acquisition and disposal of short-term
investments (591) 549 (549)
- -------------------------------------------------------------------------------
Net cash used by investing activities (1,269) (92) (1,542)
- -------------------------------------------------------------------------------
Cash flow used by financing activities:
Purchase of common stock - (49) (106)
Exercise of stock options - 46 91
Repayments of long-term debt - - (513)
Dividends paid (2,243) (2,238) (1,858)
- -------------------------------------------------------------------------------
Net cash used by financing activities (2,243) (2,241) (2,386)
- -------------------------------------------------------------------------------
Effect of exchange rate changes on cash (328) (185) 172
- -------------------------------------------------------------------------------
Net increase (decrease) in cash (2,133) 236 1,078
Beginning balance - cash and cash equivalents 3,675 3,439 2,361
- -------------------------------------------------------------------------------
Ending balance - cash and cash equivalents $ 1,542 $ 3,675 $ 3,439
- -------------------------------------------------------------------------------
Supplemental disclosure of cash flow information:
Cash paid for income taxes $ 1,530 $ 2,026 $ 1,281
Cash paid for interest $ 1 $ 6 $ 39
- -------------------------------------------------------------------------------
Supplemental disclosure of non-cash financing activity:
Dividend declared $ 561 $ 561 $ 559
- -------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
Notes to consolidated financial statements
TECH/OPS SEVCON, INC. AND SUBSIDIARIES
(1) Summary Of Significant Accounting Policies
A. Basis of presentation
The accompanying consolidated financial statements include the accounts of
Tech/Ops Sevcon, Inc. (Tech/Ops Sevcon), Sevcon, Inc., Sevcon Limited and
subsidiaries, Sevcon SA and Sevcon Asia Limited. All material intercompany
transactions have been eliminated.
The amount by which the cost of purchased businesses included in the
accompanying financial statements exceeded the fair value of net assets at the
date of acquisition has been charged to "cost of purchased businesses in excess
of net assets acquired". The Company assesses the carrying value of this asset
whenever events or changes in circumstances indicate that this value has
diminished. The Company considers the future profitability of the business in
assessing the value of this asset. The excess related to acquisitions initiated
prior to November 1, 1970 ($1,435,000) is not being amortized, since in the
opinion of management there has been no diminution in the value of the excess
related to these acquisitions. The excess related to subsequent acquisitions
has been fully amortized.
B. Revenue recognition
The Company recognizes revenue upon shipment of its products. The Company's
only post shipment obligation relates to warranty in the normal course of
business for which adequate ongoing reserves are maintained.
C. Research and development
The cost of research and development programs is charged against income as
incurred and amounted to approximately $2,253,000 in 2000, $2,176,000 in 1999
and $1,973,000 in 1998. This expense is included in selling, research and
administrative expense in the income statement.
D. Depreciation and maintenance
Plant and equipment are depreciated on a straight-line basis over their
estimated useful lives, which are primarily fifty years for buildings and
seven years for equipment. Maintenance and repairs are charged to expense and
renewals and betterments are capitalized.
E. Income taxes
Tech/Ops Sevcon files tax returns in the respective countries in which it
operates. The Company accounts for income taxes in accordance with Financial
Accounting Standards Board Statement #109 (SFAS #109). Under SFAS #109, the
financial statements reflect the current and deferred tax consequences of all
events recognized in the financial statements or tax returns.
F. Inventories
Inventories are priced at the lower of cost or market. Inventory costs include
materials, direct labor and manufacturing overhead, are relieved from
inventory on a first-in, first-out basis and are comprised of:
- -------------------------------------------------------------------------------
(in thousands of dollars)
- -------------------------------------------------------------------------------
2000 1999
- -------------------------------------------------------------------------------
Raw materials $ 1,688 $ 2,080
Work-in-process 944 1,112
Finished goods 1,052 1,020
- -------------------------------------------------------------------------------
$ 3,684 $ 4,212
- -------------------------------------------------------------------------------
G. TRANSLATION OF FOREIGN CURRENCIES
Tech/Ops Sevcon translates the assets and liabilities of its foreign
subsidiaries at the current rate of exchange, and income statement accounts at
the average exchange rates in effect during the period. Gains or losses from
foreign currency translation are credited or charged to cumulative translation
adjustment included in the statement of comprehensive income and as a
component of cumulative comprehensive income in stockholders' investment in
the balance sheet. Foreign currency transaction gains and losses are included
in costs and expenses.
H. DERIVATIVE INSTRUMENTS AND HEDGING
Effective July 1, 2000, the Company adopted SFAS # 133 "Accounting for
Derivative Instruments and Hedging Activities." SFAS # 133 requires that all
derivatives, including foreign currency exchange contracts, be recognized on
the balance sheet at fair value. Derivatives that are not hedges must be
recorded at fair value through earnings. If a derivative is a hedge, depending
on the nature of the hedge, changes in the fair value of the derivative are
either offset against the change in fair value of assets, liabilities or firm
commitments through earnings or recognized in other comprehensive income until
the hedged item is recognized in earnings. The ineffective portion of a
derivative's change in fair value is to be immediately recognized in earnings.
The adoption of SFAS # 133 resulted in no cumulative effect on income or other
comprehensive income for the Company.
The Company sells to customers throughout the industrialized world. The
majority of the Company's products are manufactured in the United Kingdom.
Approximately 42% of the Company's sales are made in US dollars, 38% are made
in British pounds and 20% are made in Euros. Over 85% of the Company's cost of
sales is incurred in British pounds. This results in the Company's sales and
margins being exposed to fluctuations due to the change in the exchange rates
of US dollar, the British pound and the Euro.
Forward foreign exchange contracts are used primarily by the Company to hedge
the operational ("cash-flow" hedges) and balance sheet ("fair value" hedges)
exposures resulting from changes in foreign currency exchange rates described
above. These foreign exchange contracts are entered into to hedge anticipated
intercompany product purchases and third party sales and the associated
accounts payable and receivable made in the normal course of business.
Accordingly, these forward foreign exchange contracts are not speculative in
nature. As part of its overall strategy to manage the level of exposure to the
risk of foreign currency exchange rate fluctuations, the Company hedges a
portion of its foreign currency exposures anticipated over the ensuing 9-month
period. At September 30, 2000, the Company had effectively hedged approxi-
mately 52% of its estimated foreign currency exposures that principally relate
to anticipated cash flows to be remitted to the UK over the next year, using
foreign exchange contracts that have maturities of twelve months or less. The
Company does not hold or transact in financial instruments for purposes other
than risk management.
Under hedge accounting, the Company records its foreign currency exchange
contracts at fair value in its consolidated balance sheet as other current
assets and a portion of the related gains or losses on these hedge contracts
related to anticipated transactions are deferred as a component of other
comprehensive income. These deferred gains and losses will be recognized in
income in the period in which the underlying anticipated transaction occurs.
Unrealized gains and losses resulting from the impact of currency exchange rate
movements on forward foreign exchange contracts designated to offset certain
functional currency denominated assets are recognized as other income or
expense in the period in which the exchange rates change and offset the
foreign currency losses and gains on the underlying exposures being hedged.
The Company discontinues hedge accounting prospectively when (1) it is
determined that the derivative is no longer effective in offsetting changes in
fair value or cash flows of a hedged item (including forecasted transactions);
(2) the derivative is sold or terminated; (3) the derivative is de-designated
as a hedge instrument, because it is unlikely that a forecasted transaction
will occur or a balance sheet exposure ceases to exist; or (4) management
determines that designation of the derivative as a hedge instrument is no
longer appropriate.
When hedge accounting is discontinued because it is determined that the
derivative no longer qualifies as an effective fair value hedge, the
derivative will continue to be carried on the balance sheet at its fair value
until it settles, and the hedged asset will no longer be adjusted for changes
in fair value. When hedge accounting is discontinued because it is probable
that a forecasted transaction will not occur, the derivative will continue to
be carried on the balance sheet at its fair value until it settles, and gains
and losses that were accumulated in other comprehensive income will be
recognized immediately in income. In all other situations in which hedge
accounting is discontinued, the derivative will be carried at its fair value
on the balance sheet until it settles, with changes in its fair value
recognized in current period earnings. During fiscal 2000 no income or expense
was recorded relating to the discontinuance of hedge accounting.
At September 30, 2000, the Company had contracts for the sale of Euros and US
dollars and the purchase of UK pounds totaling $5.9 million. At September 30,
2000, the Company had recorded deferred income relating to its foreign
currency contracts of approximately $192,000, in prepaid expenses and other
current assets, which is expected to be recognized in income over the next
twelve months. Subsequent to September 30, 2000 several of these contracts
were settled. This resulted in a reclassification from other comprehensive
income to other income to offset the translation losses on the underlying
receivables and payables.
The following table provides information about the Company's foreign currency
derivative financial instruments outstanding as of September 30, 2000. The
information is provided in US dollar amounts, as presented in the Company's
consolidated financial statements. The table presents the notional amount (at
contract exchange rates) and the weighted average contractual foreign currency
exchange rates. All contracts mature within twelve months.
Foreign currency spot/forward contracts:
- ------------------------------------------------------------------------------
(in thousands, except average contract rates)
- ------------------------------------------------------------------------------
Notional Amount Average Contract Rate
- ------------------------------------------------------------------------------
Sell Euros for British Pounds $ 1,558 Euros 1.63 = Pounds 1
Sell US Dollars for British Pounds $ 4,310 $1.42 = Pounds 1
- ------------------------------------------------------------------------------
Total $ 5,868
- ------------------------------------------------------------------------------
Estimated fair value* $ 213
- ------------------------------------------------------------------------------
*The estimated fair value is based on the estimated amount at which the
contracts could be settled based on forward exchange rates.
The cash requirements of the above described financial instruments approximate
their fair value. Cash flows associated with these financial instruments are
classified consistent with the cash flows from the transactions being hedged.
The Company's forward foreign exchange contracts contain market and credit
risk not recognized in the consolidated financial statements. The market risk
associated with these instruments resulting from currency exchange rate
movements is expected to offset the market risk of the underlying transactions
and assets being hedged. The credit risk is that the Company's banking
counterparties may be unable to meet the terms of the agreements. The Company
minimizes such risk by limiting its counterparties to major financial
institutions with credit ratings of A/A-2 or better. In addition, the
potential risk of loss with any one party resulting from this type of credit
risk is monitored. Management does not expect any loss as a result of default
by other parties. However, there can be no assurances that the Company will be
able to mitigate market and credit risks described above.
Prior to the fourth quarter of fiscal 2000 the Company followed SFAS # 52
"Foreign Currency Translation," and the Company had not entered into any
significant hedging activities.
I. CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
The Company considers all highly liquid investments with a maturity of 90 days
or less to be cash equivalents. Highly liquid investments with maturities
greater than 90 days and less than one year are classified as short-term
investments.
Such investments are generally money market funds, bank certificates of
deposit, US Treasury bills and short-term bank deposits in Europe.
J. Earnings per share
Basic and fully-diluted net income per common share for the three years ended
September 30, 2000 are calculated as follows:
- ------------------------------------------------------------------------------
(in thousands except per share data)
- ------------------------------------------------------------------------------
2000 1999 1998
- ------------------------------------------------------------------------------
Net income $ 2,805 $ 3,125 $ 3,269
Weighted average shares outstanding 3,115 3,110 3,099
Basic income per share $ .90 $ 1.00 $ 1.05
- ------------------------------------------------------------------------------
Options outstanding - common stock equivalents 18 26 40
Average common and common equivalent shares
outstanding 3,133 3,136 3,139
Fully-diluted income per share $ .90 $ 1.00 $ 1.04
- ------------------------------------------------------------------------------
K. USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The presentation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities as of the date of the financial statements
and the reported amounts of income and expenses during the reporting periods.
Operating results in the future could vary from the amounts derived from
management's estimates and assumptions.
L. Fair value of financial instruments
The Company's financial instruments consist mainly of cash and cash
equivalents, short-term investments, accounts receivable and accounts payable.
The carrying amount of these financial instruments as of September 30, 2000,
approximate fair value due to the short term nature of these instruments.
(2) CAPITAL STOCK
Tech/Ops Sevcon, Inc. has two classes of capital stock, preferred and common.
There are authorized 1,000,000 shares of preferred stock, $.10 par value and
8,000,000 shares of common stock, $.10 par value.
In connection with the exercise of employee stock options, the Company
repurchased the following 'mature' shares from employees 1998 - 7,511; 1999 -
3,992; 2000 - 0.
(3) STOCK-BASED COMPENSATION PLANS
There were 22,500 shares reserved under the Company's 1996 Equity Incentive
Plan at September 30, 2000. Options for 10,000 shares were granted to one
employee in November 1999 and options for 48,500 were granted to seventeen
employees in January 2000. All of these grants were at market price on the
date of grant. Subsequently 2,000 of these options were cancelled.
Recipients of grants or options must execute a standard form of non-competition
agreement. Options granted are exercisable at a price not less than fair
market value on the date of grant. This plan also provides for the grant of
Stock Appreciation Rights (SARs), either separately, or in relation to options
granted, and for the grant of bonus shares. No SARs or bonus shares have been
granted.
In January 1998 the stockholders approved the 1998 Directors Option Plan
reserving 50,000 shares for issue under the plan. Options for a total of
30,000 shares were granted to 6 directors in 1998, and options for a further
5,000 shares were granted to a newly elected director in 1999. All of these
options were granted at market price. On the retirement of a director in
January 2000, 5,000 of these options were cancelled.
SFAS #123 defines a fair value based method of accounting for employee stock
options or similar equity instruments and encourages all entities to adopt
that method of accounting. However, it also allows an entity to continue to
measure compensation costs using the method of accounting proscribed by APB
#25. The Company has elected to account for its stock based compensation plans
under APB #25, under which no compensation cost has been recognized. Had
compensation cost for these plans been determined consistent with SFAS #123,
the Company's net income and earnings per share would have equaled the
following pro forma amounts:
- ------------------------------------------------------------------------------
(in thousands of dollars except per share data)
- ------------------------------------------------------------------------------
2000 1999 1998
- ------------------------------------------------------------------------------
Net income As reported $ 2,805 $ 3,125 $ 3,269
Pro forma 2,741 3,080 3,231
Basic net income per share
As reported $ .90 $ 1.00 $ 1.05
Pro forma $ .88 $ .99 $ 1.04
Fully-diluted net income per share
As reported $ .90 $ 1.00 $ 1.04
Pro forma $ .87 $ .98 $ 1.03
- ------------------------------------------------------------------------------
The effects of applying SFAS #123 in this pro forma disclosure are not
indicative of future amounts. SFAS #123 does not apply to awards prior to
fiscal 1996 and additional awards in future years are anticipated.
Option transactions under the plans for the three years ended September 30,
2000 were as follows:
- ------------------------------------------------------------------------------
Shares Weighted average
under option exercise price
- ------------------------------------------------------------------------------
Outstanding at September 30, 1997 86,977 $ 6.81
Granted in 1998 50,000 14.61
Exercised in 1998 (22,152) 4.11
- ------------------------------------------------------------------------------
Outstanding at September 30, 1998 114,825 10.73
Granted in 1999 25,000 13.28
Cancelled in 1999 (10,000) 13.97
Exercised in 1999 (10,825) 4.24
- ------------------------------------------------------------------------------
Outstanding at September 30, 1999 119,000 11.61
Granted in 2000 58,500 10.86
Cancelled in 2000 (7,000) 13.96
- ------------------------------------------------------------------------------
Outstanding at September 30, 2000 170,500 $11.25
Exercisable at September 30, 2000 51,500 $ 8.14
- ------------------------------------------------------------------------------
Weighted average fair value of options
granted in 2000 $ 3.55
- ------------------------------------------------------------------------------
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions used for the grants in 2000: risk-free interest rate of 6%;
expected dividend yield of 5.5%; expected life of 7 years; expected volatility
of 49%.
Details of options outstanding at September 30, 2000 were as follows:
- ------------------------------------------------------------------------------
Shares Weighted average
Price range under option remaining contractual life
- ------------------------------------------------------------------------------
$ 4.97 - $ 7.45 34,000 2 years
$ 7.46 - $11.19 15,000 9 years
$11.20 - $16.80 121,500 8 years
- ------------------------------------------------------------------------------
170,500 7 years
- ------------------------------------------------------------------------------
(4) INCOME TAXES
The domestic and foreign components of income before income taxes are as
follows:
- ------------------------------------------------------------------------------
(in thousands of dollars)
- ------------------------------------------------------------------------------
2000 1999 1998
- ------------------------------------------------------------------------------
Domestic $ 1,039 $ 839 $ 1,271
Foreign 3,157 3,864 3,814
- ------------------------------------------------------------------------------
$ 4,196 $ 4,703 $ 5,085
- ------------------------------------------------------------------------------
The components of the provision for income taxes for the years ended September
30, 2000, 1999 and 1998 are as follows:
- ------------------------------------------------------------------------------
(in thousands of dollars)
- ------------------------------------------------------------------------------
2000
- ------------------------------------------------------------------------------
Current Deferred Total
- ------------------------------------------------------------------------------
Federal $ 329 $ (35) $ 294
State 96 (6) 90
Foreign 988 19 1,007
- ------------------------------------------------------------------------------
$ 1,413 $ (22) $ 1,391
- ------------------------------------------------------------------------------
1999
- ------------------------------------------------------------------------------
Current Deferred Total
- ------------------------------------------------------------------------------
Federal $ 299 $ 11 $ 310
State 91 3 94
Foreign 1,169 5 1,174
- ------------------------------------------------------------------------------
$ 1,559 $ 19 $ 1,578
- ------------------------------------------------------------------------------
1998
- ------------------------------------------------------------------------------
Current Deferred Total
- ------------------------------------------------------------------------------
Federal $ 430 $ 7 $ 437
State 142 2 144
Foreign 1,215 20 1,235
- ------------------------------------------------------------------------------
$ 1,787 $ 29 $ 1,816
- ------------------------------------------------------------------------------
The provision for income taxes in each period differs from that which would be
computed by applying the statutory US Federal income tax rate to the income
before income taxes. The following is a summary of the major items affecting
the provision:
- ------------------------------------------------------------------------------
(in thousands of dollars)
- ------------------------------------------------------------------------------
2000 1999 1998
- ------------------------------------------------------------------------------
Statutory Federal income tax rate 34% 34% 34%
Computed tax provision at statutory rate $ 1,427 $ 1,599 $1,729
Increases (decreases) resulting from:
Foreign tax rate differentials (92) (60) (35)
State taxes net of federal tax benefit 59 62 95
Foreign tax credits and other (3) (23) 27
- ------------------------------------------------------------------------------
Income tax provision in the Statement of
Income $ 1,391 $ 1,578 $ 1,816
- ------------------------------------------------------------------------------
Deferred income taxes result from temporary differences in reporting
transactions for financial reporting and tax purposes. The significant items
comprising the domestic and foreign deferred tax accounts at September 30,
2000 and 1999 are as follows:
- ------------------------------------------------------------------------------
(in thousands of dollars)
- ------------------------------------------------------------------------------
2000
- ------------------------------------------------------------------------------
Domestic Foreign Foreign
current current long-term
- ------------------------------------------------------------------------------
Assets:
Pension accruals $ 253 $ - $ -
Inventory basis differences 36 48 -
Warranty reserves 60 - -
Other (net) 118 12 -
- ------------------------------------------------------------------------------
467 60 -
Liabilities:
Prepaid pension - (55) -
Property basis differences - - (135)
- ------------------------------------------------------------------------------
Net asset (liability) 467 5 (135)
Valuation allowance (251) - -
- ------------------------------------------------------------------------------
Net deferred tax asset (liability) $ 216 $ 5 $ (135)
- ------------------------------------------------------------------------------
1999
- ------------------------------------------------------------------------------
Domestic Foreign Foreign
current current long-term
- ------------------------------------------------------------------------------
Assets:
Pension accruals $ 247 $ - $ -
Inventory basis differences 35 41 -
Warranty reserves 50 - -
Other (net) 90 21 -
- ------------------------------------------------------------------------------
422 62 -
Liabilities:
Prepaid pension - (62) -
Property basis differences - - (138)
- ------------------------------------------------------------------------------
Net asset (liability) 422 - (138)
Valuation allowance (292) - -
- ------------------------------------------------------------------------------
Net deferred tax asset (liability) $ 130 $ - $ (138)
- ------------------------------------------------------------------------------
The valuation allowance is provided when it is probable that some portion of
the deferred tax asset will not be realized.
(5) COMMITMENTS AND CONTINGENCIES
Tech/Ops Sevcon is involved in various legal proceedings but believes that it
is remote that the outcome will be material to operations.
The Company maintains a directors' retirement plan which provides for certain
retirement benefits to non-employee directors. Effective January 1997 the plan
was frozen and no further benefits are being accrued. While the cost of the
plan has been fully charged to expense, the plan is not separately funded. The
maximum liability based on the cost of buying deferred annuities at September
30, 2000 was $224,000.
Minimum rental commitments under all non-cancelable leases are as follows for
the years ended September 30; 2001 - $171,000; 2002 - $28,000; 2003 - $25,000;
2004 - $18,000; 2005 - $18,000 and $1,160,000 thereafter. Net rentals of
certain land, buildings and equipment charged to expense were $195,000 in
2000, $201,000 in 1999, and $177,000 in 1998.
(6) EMPLOYEE BENEFIT PLANS
Tech/Ops Sevcon has defined benefit plans covering the majority of its US and
UK employees. There is also a small defined contribution plan. The following
table sets forth the estimated funded status of these defined benefit plans
and the amounts recognized by Tech/Ops Sevcon.
- ------------------------------------------------------------------------------
(in thousands of dollars)
- ------------------------------------------------------------------------------
2000 1999
- ------------------------------------------------------------------------------
Change in benefit obligation:
Benefit obligation at beginning of year $ 7,485 $ 7,665
Service cost 476 511
Interest cost 530 521
Plan Participants Contributions 169 184
Actuarial (gain) loss (4) (136)
Benefits paid (513) (1,059)
Foreign Currency Exchange Rate Changes (673) (201)
- ------------------------------------------------------------------------------
Benefit obligation at end of year 7,470 7,485
- ------------------------------------------------------------------------------
Change in plan assets:
Fair value of plan assets at beginning of year 7,867 7,572
Actual return on plan assets 283 1,182
Employer Contributions 473 184
Plan Participants Contributions 169 184
Benefits paid (513) (1,059)
Foreign Currency Exchange Rate Changes (697) (196)
- ------------------------------------------------------------------------------
Fair value of plan assets at end of year 7,582 7,867
- ------------------------------------------------------------------------------
Funded status 112 382
Unrecognized transition obligation (asset) (99) (158)
Unrecognized net actuarial (gain) loss (282) (620)
- ------------------------------------------------------------------------------
Accrued benefit cost $ (269) $ (396)
- ------------------------------------------------------------------------------
The Tech/Ops Sevcon net pension cost included the following components as
defined by SFAS #132.
- ------------------------------------------------------------------------------
(in thousands of dollars)
- ------------------------------------------------------------------------------
2000 1999 1998
- ------------------------------------------------------------------------------
Components of net periodic benefit cost:
Service cost $ 476 $ 511 $ 438
Interest cost 530 521 450
Expected return on plan assets (597) (555) (516)
Amortization of transition obligation (46) (49) (50)
Recognized net actuarial loss (11) (12) (6)
- ------------------------------------------------------------------------------
Net periodic benefit cost $ 352 $ 416 $ 316
- ------------------------------------------------------------------------------
Net cost of defined contribution plans $ 26 $ 26 $ 17
- ------------------------------------------------------------------------------
Plan assets include marketable equity securities, corporate and government
debt securities, deferred annuities, cash and other short-term investments.
The average discount rate and rate of increase in future compensation levels
used in determining the actuarial present value of the projected benefit
obligation were 7.5% and 5.5%, respectively, and the expected long-term rate
of return on assets was 8.0% in 1999, 1998 and 1997.
(7) SEGMENT INFORMATION
The Company has two reportable segments: electronic controls and capacitors.
The electronic controls segment produces control systems for battery powered
vehicles. The capacitor segment produces electronic components for sale to
electronic equipment manufacturers. Each segment has its own management team,
manufacturing facilities and sales force.
The accounting policies of the segments are the same as those described in
note 1. Inter-segment sales are accounted for at current market prices. The
Company evaluates the performance of each segment principally based on
operating income. The Company does not allocate income taxes, interest income
and expense or foreign currency translation gains and losses to segments.
Information concerning operations of these businesses is as follows:
- ------------------------------------------------------------------------------
(in thousands of dollars)
- ------------------------------------------------------------------------------
2000
- ------------------------------------------------------------------------------
Controls Capacitors Corporate Total
- ------------------------------------------------------------------------------
Sales to external customers $28,346 $ 2,014 $ - $30,360
Inter-segment revenues - 341 - 341
Operating income 3,862 463 (217) 4,108
Depreciation and amortization 451 90 - 541
Identifiable assets 15,053 1,356 800 17,209
Capital expenditure 647 31 - 678
- ------------------------------------------------------------------------------
1999
- ------------------------------------------------------------------------------
Controls Capacitors Corporate Total
- ------------------------------------------------------------------------------
Sales to external customers $27,884 $ 1,770 $ - $29,654
Inter-segment revenues - 174 - 174
Operating income 4,564 278 (202) 4,640
Depreciation and amortization 418 87 - 505
Identifiable assets 15,258 1,334 1,527 18,119
Capital expenditure 607 34 - 641
- ------------------------------------------------------------------------------
1998
- ------------------------------------------------------------------------------
Controls Capacitors Corporate Total
- ------------------------------------------------------------------------------
Sales to external customers $29,277 $ 2,242 $ - $31,519
Inter-segment revenues - 183 - 183
Operating income 4,747 537 (282) 5,002
Depreciation and amortization 490 40 - 530
Identifiable assets 14,351 1,523 1,910 17,784
Capital expenditure 922 71 - 993
- ------------------------------------------------------------------------------
The Company has businesses located in the USA, the United Kingdom, France and
Korea. The analysis of revenues set out below is by the location of the
business selling the products rather than by destination of the products.
- ------------------------------------------------------------------------------
(in thousands of dollars)
- ------------------------------------------------------------------------------
2000 1999 1998
- ------------------------------------------------------------------------------
Sales:
US sales $12,715 $10,940 $11,321
Foreign sales:
United Kingdom 13,202 13,363 15,374
France 4,443 5,351 4,824
Korea - - -
- ------------------------------------------------------------------------------
Total Foreign 17,645 18,714 20,198
- ------------------------------------------------------------------------------
Total sales $30,360 $29,654 $31,519
- ------------------------------------------------------------------------------
Long-lived assets:
USA $ 1,586 $ 1,621 $ 1,571
United Kingdom 2,733 2,991 3,039
France 90 54 35
Korea 20 - -
- ------------------------------------------------------------------------------
Total $ 4,429 $ 4,666 $ 4,645
- ------------------------------------------------------------------------------
The business located in the USA services customers in North and South America.
The business located in France services customers in France, Spain, Portugal,
Belgium and North Africa. The business located in Korea supports customers in
Asia, however sales to these customers are made from the United Kingdom. The
businesses located in the United Kingdom service customers in the rest of the
world, principally Europe and the Far East.
In fiscal 2000 Tech/Ops Sevcon's largest customer accounted for 12% of sales
and for 10% of receivables. The second largest customer accounted for 11% of
sales and for 15% of receivables. In both 1999 and 1998 each of these
customers accounted for less than 10% of sales and of receivables.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Tech/Ops Sevcon, Inc.:
We have audited the accompanying consolidated balance sheets of Tech/Ops
Sevcon, Inc. (a Delaware Corporation) as of September 30, 2000 and 1999, and
the related consolidated statements of income, comprehensive income,
stockholders' investment, and cash flows for each of the three years in the
period ended September 30, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based upon our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Tech/Ops Sevcon, Inc. as
of September 30, 2000 and 1999, and the results of its operations and cash
flows for each of the three years in the period ended September 30, 2000 in
conformity with accounting principles generally accepted in the United States.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index of
financial statements is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in
our opinion, fairly states, in all material respects, the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
November 7, 2000
Item 9 Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Part III
Item 10 Directors and Executive Officers of the Registrant
The response to this item is contained in part under the caption "Executive
Officers of the Registrant" in Part I hereof and the remainder is
incorporated by reference from the discussion responsive thereto under the
caption "Election of Directors" in the Company's Proxy Statement for the
2001 Annual Meeting of Stockholders.
Item 11 Executive Compensation
This information is incorporated by reference from the information under the
captions "Election of Directors - Director Compensation," "Executive
Compensation," "Compensation Committee Report" and "Performance Graph" in the
Company's Proxy Statement for the 2001 Annual Meeting of Stockholders.
Item 12 Security Ownership of Certain Beneficial Owners and Management
This information is incorporated by reference from the information under the
captions "Beneficial Ownership of Common Stock" and "Election of Directors"
in the Company's Proxy Statement for the 2001 Annual Meeting of Stockholders.
Item 13 Certain Relationships and Related Transactions
This information is incorporated by reference from the information under the
caption "Election of Directors" in the Company's Proxy Statement relating to
the 2001 Annual Meeting of Stockholders.
Part IV
Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Exhibits
The exhibits filed as part of this Form 10-K are listed on the Exhibit
Index below.
(b) Financial statements and schedule
The financial statements and financial statement schedule listed under
Item 8 in the index following the cover page are filed as part of this Annual
Report on Form 10-K.
(c) Form 8-K
None filed during the quarter ended September 30, 2000.
INDEX TO EXHIBITS
*(3)(a) Certificate of Incorporation of the registrant (incorporated by
reference to Exhibit (3)(a) to Annual Report for the fiscal year ended
September 30, 1994).
*(3)(b) By-laws of the registrant (incorporated by reference to Exhibit
(3)(b) to Quarterly Report on Form 10-Q for the quarter ended June 30, 2000).
*(4)(a) Specimen common stock of registrant (incorporated by reference to
Exhibit (4)(a) to Annual Report for the fiscal year ended September 30, 1994).
*(10)(a) Tech/Ops Sevcon, Inc. 1996 Equity Incentive Plan (incorporated by
reference to Exhibit 99.1 to the Registrant's Registration Statement on form
S-8 File No. 333-02113).
*(10)(b) Form of Indemnification Agreement dated January 4, 1988 between the
registrant and each of its directors (incorporated by reference to Exhibit
(10)(e) to Annual Report for the fiscal year ended September 30, 1994).
*(10)(c) Board resolution terminating Directors' Retirement Plan
(incorporated by reference to Exhibit (10)(e) to Annual Report for the
fiscal year ended September 30, 1997).
*(10)(d) Tech/Ops Sevcon, Inc. 1998 Director Stock Option Plan (incorporated
by reference to Exhibit 10 to Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998).
(13)(a) Portions of the 2000 Tech/Ops Sevcon, Inc. Annual Report relating
to market prices of, and dividends paid on, registrant's common stock
incorporated by reference into Part 2 of this Form 10-K.
(13)(b) Portions of the 2000 Tech/Ops Sevcon, Inc. Annual Report relating
to selected financial data incorporated by reference into Part 2 of this Form
10-K.
(21) Subsidiaries of the registrant.
(23) Consent of Arthur Andersen LLP.
(27) Financial Data Schedule.
*Indicates exhibit previously filed and incorporated by reference. Exhibits
filed with periodic reports were filed under File No. 1-9789.
Executive Compensation Plans and Arrangements:
Exhibits (10)(a), (10)(c) and (10)(d) are management contracts or
compensatory plans or arrangements in which the executive officers or
directors of the registrant participate.
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.
TECH/OPS SEVCON, INC.
By /s/ Matthew Boyle December 8, 2000
--------------------
Matthew Boyle
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
- -----------------------------------------------------------------------------
/s/ Matthew Boyle President, Chief Executive December 8, 2000
- ----------------- Officer and Director
Matthew Boyle (Principal Executive Officer)
/s/ Paul A. McPartlin Vice President, Treasurer December 8, 2000
- --------------------- and Chief Financial Officer
Paul A. McPartlin (Principal Financial and
Accounting Officer)
/s/ Paul B. Rosenberg Director December 8, 2000
- ---------------------
Paul B. Rosenberg
s/ Marvin G. Schorr Director December 8, 2000
- -------------------
Marvin G. Schorr
/s/ Bernard F. Start Director December 8, 2000
- --------------------
Bernard F. Start
/s/ David Steadman Director December 8, 2000
- ------------------
David Steadman
/s/ C. Vincent Vappi Director December 8, 2000
- --------------------
C. Vincent Vappi
QUARTERLY FINANCIAL DATA (UNAUDITED)
TECH/OPS SEVCON, INC. AND SUBSIDIARIES
Selected quarterly financial data for fiscal years 2000 and 1999 is set out
below:
(in thousands except per share data)
- ------------------------------------------------------------------------------
First Second Third Fourth Total
Quarter Quarter Quarter Quarter Year
- ------------------------------------------------------------------------------
2000 Quarters
- ------------------------------------------------------------------------------
Net sales $ 7,347 $ 8,138 $ 8,054 $ 6,821 $30,360
Gross profit 2,889 3,273 3,263 2,508 11,933
Operating income 923 1,186 1,254 745 4,108
Net income 614 806 870 515 2,805
- ------------------------------------------------------------------------------
Basic income per share $ .20 $ .26 $ .28 $ .17 $ .90
- ------------------------------------------------------------------------------
Fully-diluted income per share $ .20 $ .26 $ .28 $ .16 $ .90
- ------------------------------------------------------------------------------
Cash dividends per share $ .18 $ .18 $ .18 $ .18 $ .72
- ------------------------------------------------------------------------------
Common stock price per share
- High $ 11.13 $ 11.75 $ 11.00 $ 11.88 $ 11.88
- Low 9.63 9.88 8.63 8.00 8.00
- ------------------------------------------------------------------------------
1999 Quarters
- ------------------------------------------------------------------------------
Net sales $ 8,004 $ 8,005 $ 7,802 $ 5,843 $29,654
Gross profit 3,264 3,352 3,234 2,303 12,153
Operating income 1,375 1,466 1,197 602 4,640
Net income 930 959 774 462 3,125
- ------------------------------------------------------------------------------
Basic income per share $ .30 $ .31 $ .25 $ .15 $ 1.00
- ------------------------------------------------------------------------------
Fully-diluted income per share $ .30 $ .31 $ .25 $ .15 $ 1.00
- ------------------------------------------------------------------------------
Cash dividends per share $ .18 $ .18 $ .18 $ .18 $ .72
- ------------------------------------------------------------------------------
Common stock price per share
- High $ 14.75 $ 18.50 $ 15.25 $ 14.50 $ 18.50
- Low 12.25 13.13 11.19 9.88 9.88
- ------------------------------------------------------------------------------
SCHEDULE II
TECH/OPS SEVCON, INC. AND SUBSIDIARIES
Reserves for the three years ended September 30, 2000 (in thousands of dollars)
- ------------------------------------------------------------------------------
Additions
Balance charged to Deductions Balance
at beginning costs from at close
of year & expenses reserves of year
- ------------------------------------------------------------------------------
For the year ended September 30,
2000:
Allowance for doubtful accounts $ 174 $ 80 $ (13)(a) $ 241
- ------------------------------------------------------------------------------
For the year ended September 30,
1999:
Allowance for doubtful accounts $ 197 $ - $ (23)(b) $ 174
- ------------------------------------------------------------------------------
For the year ended September 30,
1998:
Allowance for doubtful accounts $ 158 $ 43 $ (4)(c) $ 197
- ------------------------------------------------------------------------------
(a) Accounts collected $2; translation adjustment $11
(b) Write off of uncollectible accounts $2; accounts collected $16; translation
adjustment $5
(c) Write off of uncollectible accounts $4
Exhibit 13 (a)
TECH/OPS SEVCON, INC.
Summary of the Market Prices of, and Dividends Paid on,
the Company's Common Stock
The Common Stock of the Company is traded on the American Stock
Exchange under the symbol TO. A summary of the market prices of,
and dividends paid on, the Company's Common Stock is shown in the
table below. At November 24, 2000, there were approximately 325
shareholders of record, plus approximately 1,000 additional share-
holders whose securities are held in "street" name.
First Second Third Fourth Total
Quarter Quarter Quarter Quarter Year
Fiscal 2000
High $11.13 $11.75 $11.00 $11.88 $11.88
Low $ 9.63 $ 9.88 $ 8.63 $ 8.00 $ 8.00
Dividend $ .18 $ .18 $ .18 $ .18 $ .72
First Second Third Fourth Total
Quarter Quarter Quarter Quarter Year
Fiscal 1999
High $14.75 $18.50 $15.25 $14.50 $18.50
Low $12.25 $13.13 $11.19 $ 9.88 $ 9.88
Dividend $ .18 $ .18 $ .18 $ .18 $ .72
Exhibit 13 (b)
TECH/OPS SEVCON, INC.
Selected Financial Data
A summary of selected financial data for the last five years is
shown in the table below:
For the five years ended September 30:
(in 000's except per share data)
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Net sales $30,360 $29,654 $31,519 $27,309 $27,197
Operating income 4,108 4,640 5,002 2,966 4,570
Net income 2,805 3,125 3,269 1,891 3,036
Basic income per share $ .90 $ 1.00 $ 1.05 $ .61 $ .97
Dividends per share (a) $ .72 $ .72 $ .63 $ .60 $ .525
Average shares outstanding 3,115 3,110 3,099 3,091 3,145
Stockholders investment $11,272 $11,411 $10,793 $ 9,107 $ 9,111
Total assets $17,209 $18,119 $17,784 $15,185 $14,645
Long-term debt $ - $ - $ - $ 278 $ -
(a) In September 1998, the Company increased its regular quarterly
dividend by 20% from $.15 per share to $.18 per share. In
September 1996, the Company increased its regular quarterly
dividend from $.125 per share to $.15 per share.
Exhibit 21
TECH/OPS SEVCON, INC.
Subsidiaries of the Registrant
Percentage of voting
State or other securities owned by its
jurisdiction of immediate parent at
Name organization September 30, 2000
==== ============ ==================
Sevcon, Inc. Delaware 100%
Sevcon Ltd. United Kingdom 100%
Industrial Capacitors
(Wrexham) Ltd. United Kingdom 100% (A)
Sevcon SA France 100%
Sevcon Asia Limited South Korea 100%
(A) Owned by Sevcon Ltd.
Exhibit 23
TECH/OP SEVCON, INC.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 10-K, into the
Company's previously filed Registration Statements on Form S-8
(File No. 33-42960 and No. 333-02113).
/s/ Arthur Andersen LLP
-------------------
ARTHUR ANDERSEN LLP
Boston, Massachusetts
December 22, 2000