UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
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/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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1-9789
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Commission File Number
TECH/OPS SEVCON, INC.
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(Exact name of registrant as specified in its charter)
Delaware 04-2985631
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
40 North Avenue, Burlington, Massachusetts, 01803-3391
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(Address of principal executive offices and zip code)
(781) 229-7896
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(Registrant's telephone number, including area code:)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X No
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Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at July 31, 2002
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Common stock, par value $.10 3,125,051
TECH/OPS SEVCON, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
ASSETS
(in thousands)
June 30, Sept 30,
2002 2001
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(unaudited) (derived from
audited
statements)
Current assets:
Cash and cash equivalents $ 641 $ 812
Accounts receivable, less allowances
of $885,000 at 6/30/2002
and $809,000 at 9/30/2001 4,394 5,145
Inventories:
Raw materials 2,676 2,508
Work-in-process 626 1,194
Finished goods 1,500 1,140
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4,802 4,842
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Prepaid expenses and other current
assets 352 658
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Total current assets 10,189 11,457
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Property, plant and equipment, at cost 7,563 7,201
Less: Accumulated depreciation
and amortization 4,894 4,343
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Net property, plant
and equipment 2,669 2,858
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Cost of purchased businesses in excess
of net assets acquired 1,435 1,435
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$14,293 $15,750
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The accompanying notes are an integral part of these financial
statements.
TECH/OPS SEVCON, INC.
Consolidated Balance Sheets
LIABILITIES AND STOCKHOLDERS' INVESTMENT
(in thousands)
June 30, Sept 30,
2002 2001
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(unaudited) (derived from
audited
statements)
Current liabilities:
Accounts payable $ 1,920 $ 2,611
Dividend payable 281 560
Accrued expenses 2,016 2,072
Accrued taxes on income 391 438
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Total current liabilities 4,608 5,681
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Deferred taxes on income 115 110
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Stockholders' investment
Preferred stock - -
Common stock 312 311
Treasury stock (49) (49)
Premium paid in on common stock 3,997 3,925
Retained earnings 6,592 7,237
Cumulative other comprehensive
income (loss) (1,282) (1,465)
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Total stockholders' investment $ 9,570 $ 9,959
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$14,293 $15,750
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The accompanying notes are an integral part of these financial
statements.
TECH/OPS SEVCON, INC.
Consolidated Statements of Income
(Unaudited)
(in thousands except per share data)
Three Months Ended Nine Months Ended
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June 30, June 30, June 30, June 30,
2002 2001 2002 2001
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Net sales $ 5,355 $ 7,680 $16,332 $21,106
Costs and expenses:
Cost of sales 3,420 4,800 10,269 13,707
Selling, research and
administrative 1,953 2,224 5,688 6,381
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5,373 7,024 15,957 20,088
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Operating income (loss) (18) 656 375 1,018
Other income (expense), net 48 (27) 28 18
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Income before income taxes 30 629 403 1,036
Income taxes 11 221 141 363
------- ------- ------- -------
Net income $ 19 $ 408 262 673
======= ======= ======= =======
Basic income per share $ .01 $ .13 $ .08 $ .22
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Fully diluted income per share $ .01 $ .13 $ .08 $ .22
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Consolidated Statement of Comprehensive Income
(Unaudited)
(in thousands)
Three Months Ended Nine Months Ended
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June 30, June 30, June 30, June 30,
2002 2001 2002 2001
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Net income $ 19 $ 408 $ 262 $ 673
Foreign currency
translation adjustment 556 (77) 296 (327)
Change in fair market value
of cash flow hedge 1 (4) (113) (196)
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Comprehensive income $ 576 $ 327 $ 445 $ 150
======= ======= ======= =======
The accompanying notes are an integral part of these financial
statements.
TECH/OPS SEVCON, INC.
Consolidated Statement of Cash Flows
(Unaudited) (in thousands)
Nine Months Ended
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June 30, 2002 June 30, 2001
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Net cash flow from operating activities:
Net income $ 262 $ 673
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation and amortization 408 394
Deferred tax provision 5 (7)
Increase (decrease) in cash resulting from
changes in operating assets & liabilities:
Receivables 751 (206)
Inventories 40 (636)
Prepaid expenses and other current assets 201 372
Accounts payable (691) 809
Accrued compensation and expenses (56) 338
Accrued and deferred taxes on income (55) (450)
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Net cash generated from operating activities 865 1,287
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Cash flow generated from (used by)investing activities:
Acquisition of property, plant, and
equipment, net (147) (357)
Disposal of short-term investments - 591
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Net cash generated from (used by)
investing activities (147) 234
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Cash flow used by financing activities:
Dividends paid (1,120) (1,680)
Exercise and repurchase of stock options 14 -
Purchase of common stock - (49)
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Net cash used by financing activities (1,106) (1,729)
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Effect of exchange rate changes on cash 217 (379)
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Net decrease in cash (171) (587)
Opening balance - cash and cash equivalents 812 1,542
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Ending balance - cash and cash equivalents $ 641 $ 955
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Supplemental disclosure of cash flow information;
Cash paid for income taxes $ 31 $ 732
Cash paid for interest 20 9
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Supplemental disclosure of non-cash financing activity:
Dividend declared $ 281 $ 560
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The accompanying notes are an integral part of these financial
statements.
TECH/OPS SEVCON, INC.
Notes to Consolidated Financial Statements - June 30, 2002
(Unaudited)
(1) Basis of Presentation
In the opinion of management, the accompanying unaudited
condensed consolidated financial statements contain all adjustments
(primarily consisting of only normally recurring accruals)necessary
to present fairly the financial position of Tech/Ops Sevcon as of
June 30, 2002 and the results of operations and cash flows for the
three months and nine months ended June 30, 2002.
The accounting policies followed by Tech/Ops Sevcon are set
forth in Note 1 to the financial statements in the 2001 Tech/Ops
Sevcon, Inc. Annual Report filed on Form 10-K.
The results of operations for the three-month and nine-month
periods ended June 30, 2002 are not necessarily indicative of the
results to be expected for the full year.
(2) Cash Dividends
On June 5, 2002, the Company declared a quarterly dividend
of $.09 per share for the third quarter of fiscal 2002, which was
paid on July 11, 2002 to stockholders of record on June 26, 2002.
The Company has cash dividends each quarter since the first quarter
of fiscal 1990.
(3) Calculation of Earnings Per Share and Weighted Average Shares
Outstanding
Basic and fully diluted earnings per share were calculated as
follows:
(in thousands, except for per share amounts)
Three Months Ended Nine Months Ended
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June 30 June 30 June 30 June 30
2002 2001 2002 2001
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Net income $ 19 $ 408 $ 262 $ 673
Basic income per share $ .01 $ .13 $ .08 $ .22
Average shares outstanding 3,118 3,110 3,114 3,111
Options outstanding - common
stock equivalents 8 14 5 15
Average common and common
equivalent shares outstanding 3,126 3,124 3,119 3,126
Fully diluted income per share $ .01 $ .13 $ .08 $ .22
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(4) 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 to the 2001 Annual Report filed on Form 10-K.
Inter-segment revenues 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:
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(in thousands)
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Three months ended June 30, 2002
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Controls Capacitors Corporate Total
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Sales to external customers $ 5,015 $ 340 - $ 5,355
Inter-segment revenues - 188 - 188
Operating income (loss) 30 43 (91) (18)
Identifiable assets 12,855 1,354 84 14,293
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Three months ended June 30, 2001
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Controls Capacitors Corporate Total
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Sales to external customers $ 7,114 $ 566 - $ 7,680
Inter-segment revenues - 77 - 77
Operating income 575 154 (73) 656
Identifiable assets 14,851 1,340 128 16,319
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Nine months ended June 30, 2002
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Controls Capacitors Corporate Total
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Sales to external customers $15,142 $ 1,190 - $16,332
Inter-segment revenues - 487 - 487
Operating income 430 165 (220) 375
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Nine months ended June 30, 2001
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Controls Capacitors Corporate Total
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Sales to external customers $19,472 $ 1,634 - $21,106
Inter-segment revenues - 254 - 254
Operating income 768 442 (192) 1,018
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TECH/OPS SEVCON, INC.
Item 2. 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 outsource sub-contractors to meet the Company's cost and quality targets
and to deliver products in a timely manner; ability to produce products
meeting technical requirements 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; ability of the Company to meet customers
quality objectives; availability of earnings and capital resources to permit
continuation of dividend payments; the outcome of litigation as well as other
factors that may be described from time to time in the Company's filings with
the Securities and Exchange Commission, including on Form 10-K.
CRITICAL ACCOUNTING POLICIES
The Company's significant accounting policies are summarized in Note 1 of
its financial statements on Form 10-K. While all these significant accounting
policies impact its financial condition and results of operations, the Company
views certain of these policies as critical. Policies determined to be critical
are those policies that have the most significant impact on the Company's
financial statements and require management to use a greater degree of
judgement and/or estimates. Actual results may differ from those estimates.
The Company believes the following represent its critical accounting
policies:
Revenue Recognition
The Company recognizes revenue when title transfers in accordance
with its normal trading terms, which is usually upon shipment of its
products. Over 98% of the Company's revenues are derived from product
shipments. The Company's only post shipment obligation relates to warranty
in the normal course of business for which reserves are maintained, which
management believes are adequate.
Foreign Currencies and Hedging
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.
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.
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.
Bad Debt
The Company estimates an allowance for doubtful accounts based on
factors related to the credit risk of each customer. With the exception of a
significant loss of $562,000 in fiscal 2001 relating to one US customer, credit
losses have not been significant in the past ten years. Ten customers account
for approximately 55% of the Company's sales. If the financial condition of
the Company's customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances may be required.
Inventories
Inventories are priced at the lower of cost or market. Inventory costs
include materials, direct labor and manufacturing overhead, and are relieved
from inventory on a first-in, first-out basis. The Company carries out a
significant amount of customization of standard products and also designs
and manufactures special products to meet the unique requirements of its
customers. This results in a significant proportion of the Company's
inventory being customer specific. If actual future demand or market
conditions are less favorable than those projected by management,
additional inventory write-downs may be required.
Warranty Costs
The Company provides for the estimated cost of product warranties at
the time revenue is recognized based upon estimated costs and anticipated
in-warranty failure rates. While the Company engages in product quality
programs and processes, the Company's warranty obligation is affected by
product failure rates, and repair or replacement costs incurred in correcting
a product failure. Should actual product failure rates and repair or
replacement costs differ from estimates, revisions to the estimated warranty
liability may be required.
MARKET RISK
The primary market risks for the Company are foreign currency risk and
interest rate risk.
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.
As of and for the nine months ended June 30,2002 approximately 58% of the
Company's revenues and 70% of its assets were denominated in foreign
currencies.
Interest Rate Risk
The Company from time-to-time draws upon its overdraft facility in its
European businesses. The Company invests 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 both the Company's overdrafts and
investments at June 30, 2002 the risk arising from changes in interest rates
was not material.
RESULTS OF OPERATIONS
Three months ended June 30, 2002
Sales in the third fiscal quarter ended June 30, 2002 were $5,355,000
compared to $7,680,000 in the same quarter of the previous year, a decrease
of $2,325,000, or 30%. Foreign currency fluctuations resulted in a $210,000,
or 3% increase in reported sales. Shipment volumes decreased by 33%. Volumes
in the U.S. Controller business decreased by 37% mainly due to lower demand in
the aerial lift, fork lift truck and mining markets. Volumes in the European
controller markets were 28% lower than last year, mainly due to weakness in
the aerial lift and fork lift truck markets. Capacitor sales were 43% lower
than last year due to difficult conditions in the European markets for railway
signaling and audio capacitors.
Third quarter gross profit was 36.1% of sales, a decrease from 37.5%
in the same quarter of fiscal 2001. Gross profit of $1,935,000 was $945,000
lower than last year. The decrease in gross profit percentage was mainly due
to lower volumes and changes in obsolete inventory reserves. In the third
quarter of fiscal 2002 inventory reserves relating to unique materials for
UpRight Inc., a customer in Chapter 11 reorganization , were reduced by
$70,000, reflecting materials sold during the quarter, which reduced cost of
sales by a like amount. In the third quarter of fiscal 2001 the reserve for
unique materials for UpRight Inc was increased by $293,000.
Selling, research and administrative expenses for the quarter decreased
by $271,000, or 12%, compared to the same quarter last year. In the third
quarter of the current year the Company incurred consulting costs of $85,000
relating to a plan to improve product quality. During the third quarter of
last year the Company increased its reserve for doubtful accounts by $562,000
relating to the bankruptcy of UpRight Inc. in June 2001. In the third quarter
of 2002 the reserve for doubtful accounts increased by $50,000.
In the third quarter there was an operating loss of $18,000 compared to
operating income of $656,000 last year, a decrease of $674,000 compared to the
third quarter of last year. Operating income in the capacitor business
segment decreased by $111,000 to $43,000, mainly due to lower volumes.
Operating income in the controller business of $30,000 was $545,000 lower
than in fiscal 2001. The decrease in controller business operating income was
mainly due to lower volumes, partially offset by the $512,000 year-to-year
decrease in expense for doubtful debts.
Other income in the third quarter of fiscal 2002 was $48,000 compared to
other expense of $27,000 last year. This change was mainly due to a positive
swing in foreign currency gains and losses of $77,000.
Income before income taxes was $30,000, compared to $629,000
last year, a decrease of $599,000. Income taxes were 36.7% of pre-tax
income compared to 35.1% in the same quarter last year. Net income was
$19,000 compared to $408,000 last year, a decrease of $389,000. Basic and fully
diluted income per share decreased from $.13 in the third quarter
of fiscal 2001, to $.01 in the current year.
Nine months ended June 30, 2002
Sales in the first nine months of fiscal 2002 were $16,332,000, compared
to $21,106,000 in the same period last year, a decrease of $4,774,000, or 23%.
Foreign currency fluctuations resulted in a $133,000 increase in reported
sales. Volumes in the controller business were 18% lower than last year. In the
capacitor business volumes decreased 28%, compared to the same period last year.
In the first quarter of fiscal 2001 there was a technical problem with
a major product line which resulted in production of this major product line
being suspended during December 2000. This resulted in lower first quarter
2001 sales, however this was partially recovered in the second quarter of
fiscal 2001.
A world-wide slowdown in capital spending resulted in all markets
served by the Company being depressed. Revenues in the US controller business
decreased by 28%. This was mainly due to decreased demand in most markets
served by the company, partially offset by increased sales into the
neighborhood electric vehicle market. Controller volumes in foreign markets
decreased by 17%, mainly due to lower demand in the European aerial lift and
fork lift truck markets.
Gross profit was 37.1% of sales in the first nine months of fiscal 2002
compared to 35.1% in 2001. Gross profit decreased by $1,336,000 compared to
the same period last year. Lower volumes accounted for $2,660,000 of the
decrease in gross profit. In the first quarter of last year the Company
incurred a charge of $450,000 relating to product rectification costs in
connection with a technical problem with a major product line. There was a
year-to-year positive swing in inventory write-offs related to the UpRight
bankruptcy of $221,000. The remaining improvement in gross profit was mainly
due to lower material and labor costs arising from the Company's outsourcing
program.
Operating expenses for the nine-month period were $5,688,000 compared
to $6,381,000 last year, a decrease of $693,000, or 11%. The most significant
reasons for this decrease was a charge of $390,000 relating to workforce
reductions in the second quarter of fiscal 2001, lower bad debt expense of
$512,000, mainly relating to UpRight and increased consulting expense in the
current fiscal year of $250,000.
Operating income for the first nine months was $375,000, a decrease
of $643,000 compared to last year. Operating income for the controller
business decreased by $338,000 to $430,000. The main causes of this decrease
were lower volumes partially offset by expense reductions relating to charges
last year of $450,000 for product rectification, $390,000 for the cost of
workforce reduction in fiscal 2001, and the lower bad debt expense of $512,000.
In the capacitor business segment operating income decreased by $277,000, or
63%, to $165,000, mainly due to decreased volumes in 2002.
Income before income taxes was $403,000, compared to $1,036,000 last
year, a decrease of $633,000, or 61%. Other income was $28,000 compared to
$18,000 in the first nine months of fiscal 2001. The year-to-year swing
was mainly due to foreign currency gains in 2002 compared to losses last
year. Income taxes were 35% of pre-tax income for both nine month periods.
Net income was $262,000, a decrease of $411,000 compared to the same period
last year. Basic income per share was $.08 per share compared to $.22 per
share in the first half of fiscal 2001. Fully diluted net income was $.08
per share, compared to $.22 for the same period in fiscal 2001.
Financial Condition
The Company has, since January 1990, maintained a program of regular
cash dividends, which, for the most recent quarter, amounted to $281,000.
Cash balances at the end of June 2002 were $641,000 compared to $812,000
at September 30, 2001. In the first nine months net income was $262,000, and
operating activities generated $865,000 of cash. Dividend payments for the
first 9 months of the current fiscal year amounted to $1,120,000.
The Company has no long-term debt and has overdraft facilities in
Europe amounting to $1,900,000. These overdraft facilities are due for
renewal in September 2002, but can be withdrawn on demand by the bank.
Tech/Ops Sevcon's resources, in the opinion of management, are adequate
for projected operations and capital spending programs.
TECH/OPS SEVCON, INC.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits filed with this report.
None
(b) Reports on Form 8-K
On June 5, 2002 the Company filed an 8-K relating to
changes in certifying accountants concerning the
termination of Arthur Andersen LLP.
On July 2, 2002 the Company filed an 8-K relating to
changes in certifying accountants announcing the
appointment of Grant Thornton LLP as auditors for the
fiscal year ending September 30th, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
TECH/OPS SEVCON, INC.
Date: July 31, 2002 By: /s/ Paul A. McPartlin
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Paul A. McPartlin
Chief Financial and Accounting
Officer