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, 2001 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 23, 2001, 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
$21,800,000.
Documents incorporated by reference: Portions of the Proxy Statement for
Annual Meeting of Stockholders to be held January 22, 2002 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 7
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, 2001 and 2000 11
Consolidated Statements of Income for the Years ended September 30,
2001, 2000 and 1999 12
Consolidated Statements of Comprehensive Income for the Years ended
September 30, 2001, 2000 and 1999 12
Consolidated Statements of Stockholders' Investment for the Years
ended September 30, 1999, 2000 and 2001 13
Consolidated Statements of Cash Flows for the Years ended
September 30, 2001, 2000 and 1999 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, France and South
Korea 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.
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, signaling
and audio equipment markets. Approximately 92% 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 $12,130,000, $12,715,000 and $10,940,000, in 2001,
2000 and 1999, respectively, which accounted for approximately 45%, 42% and
37%, respectively, of total sales. Approximately 56% 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, 2001 was $2,631,000 compared to
$3,039,000 in September 2000, and $4,261,000 in September 1999. The decrease
in backlog at September 30, 2001 was mainly due to lower demand, particularly
in the aerial lift market.
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 both fiscal 2001 and
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
$1,778,000 in 2001 compared to $1,946,000 in 2000 and $2,003,000 in 1999.
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, 2001, the Company employed 211 full-time employees, of
whom 17 were in the United States, 182 were in the United Kingdom, 9 were in
France, and 3 were in the Far East. Tech/Ops Sevcon believes its relations
with its employees are good. The number of employees decreased by 21% during
fiscal 2001 principally due to the implementation of the Company's out-
sourcing program.
ITEM 2 PROPERTIES
A subsidiary of the Company leases approximately 12,000 square feet in
Burlington, Massachusetts, under a lease expiring in 2002, 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
2009. The capacitor subsidiary of the Company owns a 9,000 square foot
building, built in 1981, in Wrexham, Wales. The South Korean subsidiary of
the Company leases approximately 1,000 square feet of office space in Bucheon
City, near Seoul, under a the three-year lease due to expire in 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 39 President & Chief Executive Officer
Paul A. McPartlin 56 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. 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 2001 and is filed as exhibit (13)
(a) to this report on Form 10-K and incorporated herein by reference. At
November 23, 2001, there were approximately 280 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
Forward Looking Statements
This discussion and analysis contains forward-looking statements that involve
risks and uncertainties that could cause actual results to differ materially
from those projected, including the following: ability of the Company to
successfully implement its plan to reorganize and refocus the Company, to
reduce manufacturing costs and successfully implement its outsourcing program
in a timely manner; ability to produce products meeting technical require-
ments of customers and acceptance of those products by customers; level of
demand for controls; impact of the variability of foreign exchange rates on
sales and earnings; availability of electronic components at reasonable
prices; availability of earnings and capital resources to permit continuation
of dividend payments; the outcome of litigation against the Company.
A) Results of Operations
2001 compared to 2000
In fiscal 2001 sales were $27,002,000, a decrease of $3,358,000, or 11%,
compared to fiscal 2000. The strength of the dollar compared to the Euro and
the British Pound, accounted for a $1,000,000, or 3%, decrease in reported
sales. Shipment volumes decreased by 8% compared to last year. This was
principally due to a 38% decrease in shipments to the aerial lift market,
partially offset by strong growth in the mining market.
Sales in the controls business segment decreased by $3,510,000, or 12%. US
controls sales were $12,132,000, a decrease of 5% compared to fiscal 2000.
Foreign controls sales were $12,704,000 compared to $15,631,000 last year, a
decrease of 19%. Foreign currency fluctuations, compared with the US dollar,
accounted for 5% of this decrease and the remaining 14% decrease was due to
lower volumes. These lower volumes were principally due to declines in
shipments to the European aerial lift market and the counterbalance sector
of the fork lift truck market. Sales in the capacitor business were
$2,166,000, an increase of $152,000, or 8%, compared to fiscal 2000. This was
principally due to higher volumes in the railway signaling and audio
capacitor markets.
In fiscal 2001 the Company recorded three non-recurring charges, as follows:-
- - In June 2001 UpRight, Inc., a manufacturer of aerial lifts that was a
significant customer of the Company, filed for protection under Chapter 11
of the bankruptcy code. The Company recorded a charge of $855,000, equiva-
lent to $.18 per share, to cover the outstanding receivable from UpRight
of $562,000 and an estimated write-down of inventory unique to this
customer of $293,000. Shipments to UpRight, Inc. accounted for 5% of total
revenues in fiscal 2001 compared to 6% in fiscal 2000.
- - The Company incurred a charge of $390,000 relating to a 20% reduction in
its world-wide workforce in the second quarter of fiscal 2001.
- - In the quarter ended December 2000 there was a technical problem with a
product line which impacted one major fork lift truck customer. This
resulted in the Company incurring a charge for product rectification costs
of $450,000.
In total the impact of the above charges in fiscal 2001 was $1,695,000, which
was equivalent to $.35 per share. Set out below is a comparison of results
before and after these charges.
- ------------------------------------------------------------------------------
(in thousands except per share data)
- ------------------------------------------------------------------------------
---------Fiscal 2001-------------- Fiscal 2000
- ------------------------------------------------------------------------------
As Before As
reported Charges charges reported
- ------------------------------------------------------------------------------
Net sales $27,002 $ - $27,002 $30,360
Cost of sales 17,491 (743) 16,748 18,427
- ------------------------------------------------------------------------------
Gross profit 9,511 (743) 10,254 11,933
Selling, research and
administrative expenses 7,859 (952) 6,907 7,825
- ------------------------------------------------------------------------------
Operating income 1,652 (1,695) 3,347 4,108
Net income 1,101 (1,102) 2,203 2,805
Fully diluted income
per share $ 0.35 $(0.35) $ 0.70 $ 0.90
- ------------------------------------------------------------------------------
Gross profit was $9,511,000, or 35.2% of sales, after the $293,000 charge
relating to the write-down of inventory relating to UpRight and the $450,000
charge relating to product rectification costs. Prior to these charges, which
total $743,000, gross profit was $10,254,000, or 38.0% of sales, compared to
$11,933,000, or 39.3% of sales last year. The decrease in gross profit
percentage was mainly due to difficult material supply conditions, caused by
a world-wide shortage of electronic components, start-up costs associated
with the Company's outsourcing program and lower labor efficiency during the
period of workforce reduction.
Selling, research and administrative expenses were $7,859,000, including
$562,000 relating to the increase in reserves for the UpRight account
receivable and $390,000 for the costs relating to workforce reductions. Prior
to these charges of $952,000, operating expenses were $6,907,000, a decrease
of $918,000, or 12%, compared to fiscal 2000. This decrease was due to both
foreign currency fluctuations and the savings resulting from the workforce
reduction.
In the first half of fiscal 2002 the Company expects to complete its plan to
reorganize and refocus manufacturing facilities based on their core
competencies and reduce manufacturing costs. During fiscal 2001 there was
significant progress in outsourcing non-core activities with a consequent
reduction in the number of employees and operating expenses.
Operating income for fiscal 2001 was $1,652,000. Charges totaling $1,695,000
impacting operating income included $855,000 relating to UpRight, $390,000
for workforce reductions and $450,000 for product rectification. All of these
charges impacted the controller business segment. Prior to these charges
operating income was $3,347,000, or 12.4% of sales, compared to $4,108,000,
or 13.5% of sales, last year. This decrease in operating income was
principally due to lower volumes, partially offset by the savings in
operating expenses arising from the workforce reductions. Operating income
in the capacitor business segment was $442,000 compared to $463,000 last
year. This decrease was principally due to foreign currency fluctuations.
In the controller business segment, and before the charges mentioned above
which totaled $1,695,000, operating income was $3,139,000. This was a
decrease of 19% compared to last year when operating income for the controls
segment was $3,862,000. This decrease in operating income, after the impact
of charges, was principally due to lower volumes. Income before income taxes
was $1,714,000 compared to $4,196,000 in the same period last year.
Income taxes were 35.8% of pre-tax income in fiscal 2001 compared to 33.1% in
fiscal 2000. The increase in the average tax rate was mainly due to a lower
proportion of the Company's fiscal 2001 profits that were earned in lower tax
rate foreign operations.
Net income was $1,101,000, or $.35 per share, compared to $2,805,000, or $.90
per share, in fiscal 2000. The charges in fiscal 2001 reduced net income by
$1,102,000, or $.35 per share. Prior to these charges net income would have
been $2,203,000, or $.70 per share, a decrease of 21% compared to last year.
2000 compared to 1999
Sales in fiscal 2000 were $30,360,000, an increase of $706,000, or 2%,
compared to 1999. 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 1999.
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 1999. 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 1999. 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 1999. 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.
Selling, research and administrative expenses increased by $312,000, or 4%.
Selling expenses increased by $200,000 mainly due to the plan to increase
world-wide selling resources and get closer to customers. This included the
establishment of Sevcon Asia Limited, in Korea 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 1999, principally
due to increased sales. 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%.
B) Liquidity and Capital Resources
The Company's cash flow from operating activities for fiscal 2001 was
$1,476,000 compared to $1,707,000 last year. Acquisitions of property, plant
and equipment amounted to $431,000 compared to $678,000 in fiscal 2000.
Dividend payments were in line with last year at $2,240,000. Exchange rate
changes reduced cash by $77,000 in fiscal 2001 compared to $328,000 last
year. In fiscal 2001 cash balances decreased by $730,000 and short-term
investments decreased by $591,000. The decrease in the total of cash and
short-term investments was $1,321,000 compared to a decrease of $1,542,000
in fiscal 2000. The main working capital changes in fiscal 2001 were a
decrease in receivables of $987,000 due to lower fourth quarter shipments,
and increased inventories of $1,158,000, mainly due to difficult supply
conditions and the bankruptcy of UpRight.
The Company has, since January 1990, maintained a program of regular cash
dividends, which amounted to $560,000 per quarter in fiscal 2001. Tech/Ops
Sevcon's resources, in the opinion of management, are adequate for projected
operations and capital spending programs, as well as continuation of cash
dividends.*
*FOOTNOTE:
On December 13, 2001 the Company reduced the quarterly dividend rate from
$.18 to $.09 per share for the first quarter of fiscal year 2002 as reported
in the Company's Current Report on Form 8-K filed on December 14, 2001.
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. The accounting systems of the French subsidiary have
successfully transitioned from French Francs to Euros during fiscal 2001.
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 28% in fiscal 2001, compared to 20% in fiscal 2000, of the
Company's sales were denominated in Euros and the cost of sales associated
with these sales was mainly denominated in British pounds. The Company has a
program to increase its purchases of components and sub-assemblies in Euro
based countries to mitigate the foreign currency exposure to Euro
fluctuations.
In 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 are 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, 2001 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, 2001 and 2000 (in thousands of dollars)
- ------------------------------------------------------------------------------
Assets 2001 2000
- ------------------------------------------------------------------------------
Current assets:
Cash and cash equivalents $ 812 $ 1,542
Short-term investments - 591
Receivables, net of allowances for doubtful accounts of
$809,000 in 2001 and $241,000 in 2000 5,145 6,132
Inventories 4,842 3,684
Prepaid expenses and other current assets 658 831
- ------------------------------------------------------------------------------
Total current assets 11,457 12,780
- ------------------------------------------------------------------------------
Property, plant and equipment, at cost:
Land and improvements 21 21
Buildings and improvements 1,827 1,837
Equipment 5,353 5,047
- ------------------------------------------------------------------------------
7,201 6,905
Less: accumulated depreciation and amortization 4,343 3,911
- ------------------------------------------------------------------------------
Net property, plant and equipment 2,858 2,994
- ------------------------------------------------------------------------------
Goodwill 1,435 1,435
- ------------------------------------------------------------------------------
Total assets $15,750 $17,209
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Liabilities and stockholders' investment
- ------------------------------------------------------------------------------
Current liabilities:
Accounts payable $ 2,611 $ 2,385
Dividend payable 560 561
Accrued compensation and related costs 565 946
Other accrued expenses 1,507 1,401
Accrued and deferred taxes on income 438 509
- ------------------------------------------------------------------------------
Total current liabilities 5,681 5,802
- ------------------------------------------------------------------------------
Deferred taxes on income 110 135
- ------------------------------------------------------------------------------
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 2001
and 2000 311 311
Treasury stock, 5,200 shares in 2001 and none in 2000,
at cost (49) -
Premium paid in on common stock 3,925 3,925
Retained earnings 7,237 8,375
Cumulative other comprehensive income (loss) (1,465) (1,339)
- ------------------------------------------------------------------------------
Total stockholders' investment $ 9,959 $11,272
- ------------------------------------------------------------------------------
Total liabilities and stockholders' investment $15,750 $17,209
- ------------------------------------------------------------------------------
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, 2001, 2000 and 1999 (in thousands except
per share data)
- ------------------------------------------------------------------------------
2001 2000 1999
- ------------------------------------------------------------------------------
Net sales $27,002 $30,360 $29,654
- ------------------------------------------------------------------------------
Costs and expenses:
Cost of sales 17,491 18,427 17,501
Selling, research and administrative 7,859 7,825 7,513
- ------------------------------------------------------------------------------
25,350 26,252 25,014
- ------------------------------------------------------------------------------
Operating income 1,652 4,108 4,640
Interest expense (13) (1) (6)
Interest income 26 71 110
Other income (expense), net 49 18 (41)
- ------------------------------------------------------------------------------
Income before income taxes 1,714 4,196 4,703
Income taxes (613) (1,391) (1,578)
- ------------------------------------------------------------------------------
Net income $ 1,101 $ 2,805 $ 3,125
- ------------------------------------------------------------------------------
Basic income per share $ .35 $ .90 $ 1.00
- ------------------------------------------------------------------------------
Fully-diluted income per share $ .35 $ .90 $ 1.00
- ------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Tech/Ops Sevcon, Inc. and Subsidiaries
For the Years ended September 30, 2001, 2000 and 1999 (in thousands of dollars)
- -------------------------------------------------------------------------------
2001 2000 1999
- -------------------------------------------------------------------------------
Net income $ 1,101 $ 2,805 $ 3,125
Foreign currency translation adjustment (41) (895) (300)
Change in fair market value of cash flow hedge (85) 192 -
- -------------------------------------------------------------------------------
Comprehensive income $ 975 $ 2,102 $ 2,825
- -------------------------------------------------------------------------------
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, 1999, 2000 and 2001 (in thousands of dollars)
- -------------------------------------------------------------------------------
Premium Cumulative
paid in on other Total
Common Treasury common Retained comprehensive stockholders'
stock Stock stock earnings income (loss) investment
- -------------------------------------------------------------------------------
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 trans-
lation 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 ($.72
per share) - - - (2,243) - (2,243)
Currency translation
adjustment - - - - (895) (895)
Change in fair
market value of
cash flow hedge - - - - 192 192
Cancellation of
unclaimed shares (1) - 1 2 - 2
- -------------------------------------------------------------------------------
Balance September
30, 2000 311 - 3,925 8,375 (1,339) 11,272
Net income - - - 1,101 - 1,101
Dividends ($.72
per share) - - - (2,239) - (2,239)
Purchase of
treasury stock - (49) - - - (49)
Currency translation
adjustment - - - - (41) (41)
Change in fair
market value of
cash flow hedge - - - - (85) (85)
- -------------------------------------------------------------------------------
Balance September
30, 2001 $ 311 $ (49) $ 3,925 $ 7,237 $(1,465) $ 9,959
- -------------------------------------------------------------------------------
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, 2001, 2000 and 1999 (in thousands of dollars)
- -------------------------------------------------------------------------------
2001 2000 1999
- -------------------------------------------------------------------------------
Cash flow from operating activities:
Net income $ 1,101 $ 2,805 $ 3,125
Adjustments to reconcile net income to net cash
from operating activities:
Depreciation and amortization 518 541 505
Deferred tax provision (25) (3) (26)
Increase (decrease) in cash resulting from
changes in operating assets and liabilities:
Receivables 987 (1,040) 618
Inventories (1,158) 528 (1,152)
Prepaid expenses and other current assets 173 (357) (93)
Accounts payable 226 (265) 484
Accrued compensation and expenses (275) (603) (176)
Accrued and deferred taxes on income (71) 101 (531)
- -------------------------------------------------------------------------------
Net cash generated from operating activities 1,476 1,707 2,754
- -------------------------------------------------------------------------------
Cash flow generated from (used by) investing
activities:
Acquisition of property, plant and equipment (431) (678) (641)
Acquisition and disposal of short-term investments 591 (591) 549
- -------------------------------------------------------------------------------
Net cash generated from (used by) investing activities 160 (1,269) (92)
- -------------------------------------------------------------------------------
Cash flow used by financing activities:
Purchase of common stock (49) - (49)
Exercise of stock options - - 46
Dividends paid (2,240) (2,243) (2,238)
- -------------------------------------------------------------------------------
Net cash used by financing activities (2,289) (2,243) (2,241)
- -------------------------------------------------------------------------------
Effect of exchange rate changes on cash (77) (328) (185)
- -------------------------------------------------------------------------------
Net increase (decrease) in cash (730) (2,133) 236
Beginning balance - cash and cash equivalents 1,542 3,675 3,439
- ------------------------------------------------------------------------------
Ending balance - cash and cash equivalents $ 812 $ 1,542 $ 3,675
- -------------------------------------------------------------------------------
Supplemental disclosure of cash flow information:
Cash paid for income taxes $ 590 $ 1,530 $ 2,026
Cash paid for interest $ 13 $ 1 $ 6
- -------------------------------------------------------------------------------
Supplemental disclosure of non-cash financing
activity:
Dividend declared $ 560 $ 561 $ 561
- -------------------------------------------------------------------------------
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. Certain prior year income statement
amounts have been re-stated to conform with the current classification of
expenses.
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 $1,778,000 in 2001, $1,946,000 in 2000
and $2,003,000 in 1999. This expense is included in selling, research and
administrative expense in the income statement. Research and development
expense was 6.6% of sales compared to 6.4% in 2000 and 6.8% in 1999.
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)
- ------------------------------------------------------------------------------
2001 2000
- ------------------------------------------------------------------------------
Raw materials $ 2,508 $ 1,688
Work-in-process 1,194 944
Finished goods 1,140 1,052
- ------------------------------------------------------------------------------
$ 4,842 $ 3,684
- ------------------------------------------------------------------------------
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 other 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
The Company accounts for derivative instruments and hedging under SFAS #133
which 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 Company sells to customers throughout the industrialized world. The
majority of the Company's products are manufactured in the United Kingdom.
Approximately 45% of the Company's sales are made in US dollars, 27% are made
in British pounds and 28% 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, 2001, the Company had effectively hedged
approximately 29% 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.
The following table provides information about the Company's foreign currency
derivative financial instruments outstanding as of September 30, 2001 and
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
- -------------------------------------------------------------------------------
At September 30, 2001
Sell Euros for British Pounds $ 1,958 1.59 Euros = 1 Pound Sterling
Sell US Dollars for British Pounds $ 2,710 $1.41 = 1 Pound Sterling
- -------------------------------------------------------------------------------
Total $ 4,668
- -------------------------------------------------------------------------------
Estimated fair value * $ 125
- -------------------------------------------------------------------------------
Amount recorded as other
comprehensive income $ (85)
- -------------------------------------------------------------------------------
At September 30, 2000
Sell Euros for British Pounds $ 1,558 1.63 Euros = 1 Pound Sterling
Sell US Dollars for British Pounds $ 4,310 $1.42 = 1 Pound Sterling
- -------------------------------------------------------------------------------
Total $ 5,868
- -------------------------------------------------------------------------------
Estimated fair value * $ 213
- -------------------------------------------------------------------------------
Amount recorded as other
comprehensive income $ 192
- -------------------------------------------------------------------------------
*The estimated fair value is based on the estimated amount at which the
contracts could be settled based on forward exchange rates.
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, 2001 are calculated as follows:
- ------------------------------------------------------------------------------
(in thousands except per share data)
- ------------------------------------------------------------------------------
2001 2000 1999
- ------------------------------------------------------------------------------
Net income $ 1,101 $ 2,805 $ 3,125
Weighted average shares outstanding 3,110 3,115 3,110
Basic income per share $ .35 $ .90 $ 1.00
- ------------------------------------------------------------------------------
Options outstanding - common stock equivalents 16 18 26
Average common and common equivalent shares
outstanding 3,126 3,133 3,136
Fully-diluted income per share $ .35 $ .90 $ 1.00
- ------------------------------------------------------------------------------
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, 2001, approximate fair value due to the short-term nature of these
instruments.
M. Goodwill
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 "goodwill". 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.
In June 2001, the FASB issued SFAS #142, "Goodwill and Other Intangible
Assets", which establishes new accounting and reporting standards for
goodwill. Under SFAS #142 goodwill is no longer amortized however companies
are required to assess the impairment of the goodwill at least annually based
on a fair-value analysis. The Company currently does not amortize its
goodwill since it relates to acquisitions initiated prior to November 1,
1970. The Company will adopt SFAS #142 effective October 1, 2001. The
adoption of SFAS #142 is not expected to have a material impact on the
Company's financial condition or results of operations.
(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 1999 - 3,992;
2000 - 0; 2001 - 0.
In November 2000 the Company purchased 5,200 shares for treasury stock at a
total cost of $49,000. No such shares were purchased in fiscal years 2000 or
1999.
(3) STOCK-BASED COMPENSATION PLANS
There were 44,500 shares reserved under the Company's 1996 Equity Incentive
Plan at September 30, 2001. No options were granted or exercised in fiscal
2001.
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
25,000 shares granted to 5 directors in 1998 are outstanding.
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 equalled the
following pro forma amounts:
- ------------------------------------------------------------------------------
(in thousands of dollars except per share data)
- ------------------------------------------------------------------------------
2001 2000 1999
- ------------------------------------------------------------------------------
Net income As reported $ 1,101 $ 2,805 $ 3,125
Pro forma 1,037 2,741 3,080
Basic net income per share As reported $ .35 $ .90 $ 1.00
Pro forma $ .33 $ .88 $ .99
Fully-diluted net income per share
As reported $ .35 $ .90 $ 1.00
Pro forma $ .33 $ .87 $ .98
- ------------------------------------------------------------------------------
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,
2001 were as follows:
- ------------------------------------------------------------------------------
Weighted
Shares average
under exercise
option price
- ------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------
Cancelled in 2001 (27,000) 11.53
- ------------------------------------------------------------------------------
Outstanding at September 30, 2001 143,500 $ 11.20
Exercisable at September 30, 2001 63,700 $ 9.03
- ------------------------------------------------------------------------------
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, 2001 were as follows:
- ------------------------------------------------------------------------------
Shares Weighted average
Price range under option remaining contractual life
- ------------------------------------------------------------------------------
$ 4.97 - $ 7.45 34,000 1 year
$ 7.46 - $11.19 10,000 8 years
$11.20 - $16.80 99,500 7 years
- ------------------------------------------------------------------------------
143,500 6 years
- ------------------------------------------------------------------------------
(4) INCOME TAXES
The domestic and foreign components of income before income taxes are as
follows:
- ------------------------------------------------------------------------------
(in thousands of dollars)
- ------------------------------------------------------------------------------
2001 2000 1999
- ------------------------------------------------------------------------------
Domestic $ 815 $ 1,039 $ 839
Foreign 899 3,157 3,864
- ------------------------------------------------------------------------------
$ 1,714 $ 4,196 $ 4,703
- ------------------------------------------------------------------------------
The components of the provision for income taxes for the years ended September
30, 2001, 2000 and 1999 are as follows:
- ------------------------------------------------------------------------------
(in thousands of dollars)
- ------------------------------------------------------------------------------
2001
- ------------------------------------------------------------------------------
Current Deferred Total
- ------------------------------------------------------------------------------
Federal $ 250 $ - $ 250
State 72 - 72
Foreign 310 (19) 291
- ------------------------------------------------------------------------------
$ 632 $ (19) $ 613
- ----------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------
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)
- ------------------------------------------------------------------------------
2001 2000 1999
- ------------------------------------------------------------------------------
Statutory Federal income tax rate 34% 34% 34%
Computed tax provision at statutory rate $ 583 $1,427 $1,599
Increases (decreases) resulting from:
Foreign tax rate differentials (25) (92) (60)
State taxes net of federal tax benefit 48 59 62
Foreign tax credits and other 7 (3) (23)
- ------------------------------------------------------------------------------
Income tax provision in the Statement of Income $ 613 $1,391 $1,578
- ------------------------------------------------------------------------------
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,
2001 and 2000 are as follows:
- ------------------------------------------------------------------------------
(in thousands of dollars)
- ------------------------------------------------------------------------------
2001
- ------------------------------------------------------------------------------
Domestic Foreign Foreign
current current long-term
- ------------------------------------------------------------------------------
Assets:
Pension accruals $ 226 $ - $ -
Inventory basis differences 36 46 -
Warranty reserves 112 - -
Other (net) 62 16 -
- -----------------------------------------------------------------------------
436 62 -
Liabilities:
Prepaid pension - (60) -
Property basis differences - - (110)
- ------------------------------------------------------------------------------
Net asset (liability) 436 2 (110)
Valuation allowance (220) - -
- ------------------------------------------------------------------------------
Net deferred tax asset (liability) $ 216 $ 2 $ (110)
- ------------------------------------------------------------------------------
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)
- ------------------------------------------------------------------------------
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, 2001 was $208,000.
Minimum rental commitments under all non-cancelable leases are as follows for
the years ended September 30: 2002 - $195,000; 2003 - $60,000; 2004 - $57,000;
2005 - $51,000 and $1,308,000 thereafter. Net rentals of certain land,
buildings and equipment charged to expense were $177,000 in 2001, $195,000 in
2000, and $201,000 in 1999.
(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)
- ------------------------------------------------------------------------------
2001 2000
- ------------------------------------------------------------------------------
Change in benefit obligation:
Benefit obligation at beginning of year $ 7,470 $ 7,485
Effect of remeasurement 1,313 -
Service cost 438 476
Interest cost 632 530
Plan participants contributions 144 169
Actuarial (gain) loss (36) (4)
Benefits paid (485) (513)
Curtailment gain (168) -
Settlement (353) -
Foreign currency exchange rate changes (4) (673)
- ------------------------------------------------------------------------------
Benefit obligation at end of year 8,951 7,470
- ------------------------------------------------------------------------------
Change in plan assets:
Fair value of plan assets at beginning of year 7,582 7,867
Actual return on plan assets (202) 283
Employer contributions 378 473
Plan participants contributions 144 169
Settlement (348) -
Benefits paid (484) (513)
Foreign currency exchange rate changes (46) (697)
- ------------------------------------------------------------------------------
Fair value of plan assets at end of year 7,024 7,582
- ------------------------------------------------------------------------------
Funded status (1,927) 112
Unrecognized transition obligation (asset) (44) (99)
Unrecognized net actuarial (gain) loss 2,198 (282)
- ------------------------------------------------------------------------------
Prepaid (accrued) benefit cost $ 227 $ (269)
- ------------------------------------------------------------------------------
The Tech/Ops Sevcon net pension cost included the following components as
defined by SFAS #132.
- ------------------------------------------------------------------------------
(in thousands of dollars)
- ------------------------------------------------------------------------------
2001 2000 1999
- ------------------------------------------------------------------------------
Components of net periodic benefit cost:
Service cost $ 437 $ 476 $ 511
Interest cost 632 530 521
Expected return on plan assets (576) (597) (555)
Amortization of transition obligation (53) (46) (49)
Recognized net actuarial gain (loss) 18 (11) (12)
- ------------------------------------------------------------------------------
Net periodic benefit cost $ 458 $ 352 $ 416
- ------------------------------------------------------------------------------
Net cost of defined contribution plans $ 24 $ 26 $ 26
- ------------------------------------------------------------------------------
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 2001, 2000 and 1999.
(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)
- ------------------------------------------------------------------------------
2001
- ------------------------------------------------------------------------------
Controls Capacitors Corporate Total
- ------------------------------------------------------------------------------
Sales to external customers $24,836 $ 2,166 $ - $27,002
Inter-segment revenues - 342 - 342
Operating income 1,444 442 (234) 1,652
Depreciation and amortization 433 85 - 518
Identifiable assets 14,067 1,284 399 15,750
Capital expenditure 323 108 - 431
- ------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------
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)
- ------------------------------------------------------------------------------
2001 2000 1999
- ------------------------------------------------------------------------------
Sales:
US sales $12,132 $12,715 $10,940
Foreign sales:
United Kingdom 10,950 13,202 13,363
France 3,910 4,443 5,351
Korea 10 - -
- -----------------------------------------------------------------------------
Total Foreign 14,870 17,645 18,714
- -----------------------------------------------------------------------------
Total sales $27,002 $30,360 $29,654
- -----------------------------------------------------------------------------
Long-lived assets:
USA $ 1,563 $ 1,586 $ 1,621
United Kingdom 2,623 2,733 2,991
France 94 90 54
Korea 13 20 -
- -----------------------------------------------------------------------------
Total $ 4,293 $ 4,429 $ 4,666
- -----------------------------------------------------------------------------
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 2001 Tech/Ops Sevcon's largest customer accounted for 15% of sales
and for 12% of receivables. In 2000 the largest and second largest customers
accounted for 12% and 11% of sales and 10% and 15% of receivables respectively.
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, 2001 and 2000, 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, 2001. 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, 2001 and 2000, and the results of its operations and cash
flows for each of the three years in the period ended September 30, 2001 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 6, 2001
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 2002 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 2002 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 2002 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 2002 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, 2001.
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 2001 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 2001 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 (incorporated by reference to exhibit
(21) to Annual Report for the fiscal year ended September 30, 2000).
(23) Consent of Arthur Andersen LLP.
*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 7, 2001
--------------------
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 7, 2001
- ----------------- Officer and Director
Matthew Boyle (Principal Executive Officer)
/s/ Paul A. McPartlin Vice President, Treasurer December 7, 2001
- --------------------- and Chief Financial Officer
Paul A. McPartlin (Principal Financial and
Accounting Officer)
/s/ Paul B. Rosenberg Director December 7, 2001
- ---------------------
Paul B. Rosenberg
s/ Marvin G. Schorr Director December 7, 2001
- -------------------
Marvin G. Schorr
/s/ Bernard F. Start Director December 7, 2001
- --------------------
Bernard F. Start
/s/ David R. A. Steadman Director December 7, 2001
- ------------------------
David R. A. Steadman
/s/ C. Vincent Vappi Director December 7, 2001
- --------------------
C. Vincent Vappi
- ------------------------------------------------------------------------------
QUARTERLY FINANCIAL DATA (UNAUDITED)
TECH/OPS SEVCON, INC. AND SUBSIDIARIES
Selected quarterly financial data for fiscal years 2001 and 2000 is set out
below: (in thousands except per share data)
- ------------------------------------------------------------------------------
First Second Third Fourth Total
Quarter Quarter Quarter Quarter Year
- ------------------------------------------------------------------------------
2001 Quarters
- ------------------------------------------------------------------------------
Net sales $ 5,768 $ 7,658 $ 7,680 $ 5,896 $27,002
Gross profit 1,493 3,026 2,880 2,112 9,511
Operating income (523) 885 656 634 1,652
Net income (310) 575 408 428 1,101
- ------------------------------------------------------------------------------
Basic income per share $ (.10) $ .18 $ .13 $ .14 $ .35
- ------------------------------------------------------------------------------
Fully-diluted income per share $ (.10) $ .18 $ .13 $ .14 $ .35
- ------------------------------------------------------------------------------
Cash dividends per share $ .18 $ .18 $ .18 $ .18 $ .72
- ------------------------------------------------------------------------------
Common stock price per share
- High $ 11.13 $ 10.38 $ 10.00 $ 10.75 $ 11.13
- Low 8.94 7.00 7.00 8.30 7.00
- ------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------
SCHEDULE II
TECH/OPS SEVCON, INC. AND SUBSIDIARIES
Reserves for the three years ended September 30, 2001 (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, 2001:
Allowance for doubtful accounts $ 241 $ 607 $ (39)(a) $ 809
- ------------------------------------------------------------------------------
For the year ended September 30, 2000:
Allowance for doubtful accounts $ 174 $ 80 $ (13)(b) $ 241
- ------------------------------------------------------------------------------
For the year ended September 30, 1999:
Allowance for doubtful accounts $ 197 $ - $ (23)(c) $ 174
- ------------------------------------------------------------------------------
(a) Accounts collected $6, write off of uncollectible accounts $33
(b) Accounts collected $2; translation adjustment $11
(c) Write off of uncollectible accounts $2; accounts collected $16;
translation adjustment $5
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 23, 2001, there were approximately 280
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 2001
High $11.13 $10.38 $10.00 $10.75 $11.13
Low $ 8.94 $ 7.00 $ 7.00 $ 8.30 $ 7.00
Dividend $ .18 $ .18 $ .18 $ .18 $ .72
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
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)
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
Net sales $27,002 $30,360 $29,654 $31,519 $27,309
Operating income 1,652 4,108 4,640 5,002 2,966
Net income 1,101 2,805 3,125 3,269 1,891
Basic income per share $ .35 $ .90 $ 1.00 $ 1.05 $ .61
Dividends per share (a) $ .72 $ .72 $ .72 $ .63 $ .60
Average shares outstanding 3,110 3,115 3,110 3,099 3,091
Stockholders investment $ 9,959 $11,272 $11,411 $10,793 $ 9,107
Total assets $15,750 $17,209 $18,119 $17,784 $15,185
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.
Exhibit 23
TECH/OPS 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 Numbers 33-42960,333-02113,and 33-61229).
/s/ Arthur Andersen LLP
-------------------
ARTHUR ANDERSEN LLP
Boston, Massachusetts
December 21, 2001