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 December 31, 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 by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes No X
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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 February 14, 2003
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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)
Dec 31, Sept 30,
2002 2002
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(unaudited) (derived from
audited
statements)
Current assets:
Cash and cash equivalents $ 346 $ 695
Accounts receivable, less allowances
of $341 at 12/31/2002
and $356 at 9/30/2002 4,328 3,938
Inventories:
Raw materials 2,506 2,096
Work-in-process 407 594
Finished goods 1,482 1,447
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4,395 4,137
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Prepaid expenses and other current
assets 755 539
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Total current assets 9,824 9,309
------- -------
Property, plant and equipment, at cost 8,292 7,913
Less: Accumulated depreciation
and amortization 5,394 5,136
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Net property, plant
and equipment 2,898 2,777
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Goodwill 1,435 1,435
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$14,157 $13,521
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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)
Dec 31, Sept 30,
2002 2002
--------- ------------
(unaudited) (derived from
audited
statements)
Current liabilities:
Short-term borrowings $ 469 $ -
Accounts payable 1,887 1,406
Dividend payable 94 94
Accrued expenses 2,023 2,315
Accrued taxes on income 23 160
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Total current liabilities 4,496 3,975
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Deferred taxes on income 92 93
------- -------
Stockholders' investment
Preferred stock - -
Common stock 313 313
Premium paid in on common stock 4,047 4,047
Retained earnings 6,117 6,189
Cumulative other comprehensive
income (loss) (908) (1,096)
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Total stockholders' investment $ 9,569 $ 9,453
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$14,157 $13,521
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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
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Dec 31, Dec 31,
2002 2001
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Net sales $ 5,645 $ 5,402
Costs and expenses:
Cost of sales 3,518 3,421
Selling, research and administrative 2,113 1,889
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5,631 5,310
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Operating income 14 92
Other income (expense), net (5) (13)
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Income before income taxes 9 79
Income taxes (3) (28)
------- -------
Net income $ 6 $ 51
======= =======
Basic income per share $ .00 $ .02
======= =======
Fully diluted income per share $ .00 $ .02
======= =======
Consolidated Statement of Comprehensive Income
(Unaudited)
(in thousands)
Three Months Ended
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Dec 31, Dec 31,
2002 2001
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Net income (loss) $ 6 $ 51
Foreign currency translation adjustment 183 (126)
Change in fair market value of cash flow hedge 5 (53)
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Comprehensive income (loss) $ 194 $ (128)
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The accompanying notes are an integral part of these financial statements.
TECH/OPS SEVCON, INC.
Consolidated Statement of Cash Flows
(Unaudited) (in thousands)
Three Months Ended
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Dec 31, Dec 31,
2002 2001
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Net cash flow from operating activities:
Net income $ 6 $ 51
Adjustments to reconcile net income to net
cash (used by) generated from operating
activities:
Depreciation and amortization 143 133
Deferred tax provision (1) (2)
Increase (decrease) in cash resulting from
changes in operating assets & liabilities:
Receivables (390) 836
Inventories (258) 380
Prepaid expenses and other current assets (203) (12)
Accounts payable 481 (1,010)
Accrued compensation and expenses (292) (65)
Accrued and deferred taxes on income (108) (7)
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Net cash (used by) generated from
operating activities (622) 304
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Cash flow generated from (used by)
investing activities:
Acquisition of property, plant, and
equipment, net (201) (14)
Increase in short-term borrowing 469 -
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Net cash generated from (used by)
investing activities 268 (14)
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Cash flow used by financing activities:
Dividends paid (94) (560)
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Net cash used by financing activities (94) (560)
------- -------
Effect of exchange rate changes on cash 99 (138)
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Net decrease in cash (349) (408)
Opening balance - cash and cash equivalents 695 812
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Ending balance - cash and cash equivalents $ 346 $ 404
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Supplemental disclosure of cash flow information;
Cash paid for income taxes $ 254 $ 31
Cash paid for interest 36 8
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Supplemental disclosure of non-cash financing activity:
Dividend declared $ 94 $ 280
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The accompanying notes are an integral part of these financial statements.
TECH/OPS SEVCON, INC.
Notes to Consolidated Financial Statements - December 31, 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 December 31, 2002 and the
results of operations and cash flows for the three months ended December 31,
2002 and December 31, 2001.
The accounting policies followed by Tech/Ops Sevcon are set forth in
Note 1 to the financial statements in the 2002 Tech/Ops Sevcon, Inc. Annual
Report filed on Form 10-K.
The results of operations for the three-month periods ended December 31,
2002 and December 31, 2001 are not necessarily indicative of the results to
be expected for the full year.
New Accounting Pronouncements
On December 31, 2002, the FASB issued FASB Statement No. 148
(SFAS 148), Accounting for Stock-Based Compensation -- Transition and
Disclosure, amending FASB Statement No. 123 (SFAS 123), Accounting for
Stock-Based Compensation. This Statement amends SFAS 123 to provide
alternative methods of transition for an entity that voluntarily changes
to the fair value based method of accounting for stock-based employee
compensation. It also amends the disclosure provisions of that Statement
to require prominent disclosure about the effects on reported net income
of an entity's accounting policy decisions with respect to stock-based
employee compensation. Finally, SFAS 148 amends APB Opinion No. 28, Interim
Financial Reporting, to require disclosure about those effects in interim
financial information. For entities that voluntarily change to the fair
value based method of accounting for stock-based employee compensation,
the transition provisions are effective for fiscal years ending after
December 15, 2002. For all other companies, the disclosure provisions
and the amendment to APB No. 28 are effective for interim periods beginning
after December 15, 2002. The Company is currently evaluating the impact of
SFAS 148 on its financial statements.
On November 25, 2002, the FASB issued FASB Interpretation No. 45
("FIN 45"), Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others, an
interpretation of FASB Statements No. 5, 57, and 107 and Rescission of FASB
Interpretation No. 34. FIN 45 clarifies the requirements of FASB Statement
No. 5, Accounting for Contingencies (SFAS 5), relating to the guarantor's
accounting for, and disclosure of, the issuance of certain types of
guarantees. FIN 45 requires that upon issuance of a guarantee, the guarantor
must recognize a liability for the fair value of the obligation it assumes
under that guarantee. FIN 45 covers guarantee contracts that have any of
the following four characteristics: (a) contracts that contingently
require the guarantor to make payments to the guaranteed party based on
changes in an underlying that is related to an asset, a liability, or
an equity security of the guaranteed party (e.g., financial and market
value guarantees), (b) contracts that contingently require the guarantor
to make payments to the guaranteed party based on another entity's
failure to perform under an obligating agreement (performance guarantees),
(c) indemnification agreements that contingently require the indemnifying
party (guarantor) to make payments to the indemnified party (guaranteed
party) based on changes in an underlying that is related to an asset, a
liability, or an equity security of the indemnified party, such as an
adverse judgment in a lawsuit or the imposition of additional taxes due to
either a change in the tax law or an adverse interpretation of the tax
law, and (d) indirect guarantees of the indebtedness of others. FIN 45
specifically excludes certain guarantee contracts from its scope.
Additionally, certain guarantees are not subject to FIN 45's provisions for
initial recognition and measurement but are subject to its disclosure
requirements. The initial recognition and measurement provisions are
effective for guarantees issued or modified after December 31, 2002. The
disclosure requirements are effective for our annual financial statements
for the year ended September 30, 2003. The Company is currently evaluating
the impact of FIN 45 on its financial statements and related disclosures
but do not expect that there will be any material impact.
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations' SFAS No. 143 requires entities to record the
fair value of a liability for an asset retirement obligation in the
period in which it is incurred. When the liability is initially recorded,
an entity capitalizes a cost by increasing the carrying amount of the long-
lived asset. Over time, the liability is accreted to its present value each
period and the capitalized cost is depreciated over the useful life of
the related asset. Upon settlement of the liability, an entity either
settles the obligation for its recorded amount or incurs a gain or loss
upon settlement. The standard is effective for fiscal years beginning
after June 15, 2002. The adoption of SFAS No. 143 did not have a material
effect on the financial position or results of operations of the Company.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". SFAS No. 144 addresses the
financial accounting and reporting for the impairment or disposal of
long-lived assets. It replaces SFAS No. 121. The accounting model for
long-lived assets to be disposed of by sale applies to all long-lived
assets, including discontinued operations. SFAS No. 144 requires that
those long-lived assets be measured at the lower of carrying amount or
fair value less cost to sell, whether reported in continuing operations
or in discontinued operations. Therefore, discontinued operations will no
longer be measured at net realizable value or include amounts for operating
losses that have not yet occurred. SFAS No. 144 also broadens the reporting
of discontinued operations to include all components of an entity with
operations that can be distinguished from the rest of the entity and that
will be eliminated from the ongoing operations of the entity in a disposal
transaction. The provisions of this Statement are effective for financial
statements issued for fiscal years beginning after December 15, 2001, and
interim periods within those fiscal years. The adoption of SFAS No. 144 did
not have a material effect on the financial position or results of operations
of the Company.
In July 2002, FASB issued Statement No. 146 "Accounting for Costs
Associated with Exit or Disposal Activities", which becomes effective
January 2003. SFAS No. 146 requires companies to recognize costs
associated with exit or disposal activities when they are incurred
rather than at the date of commitment. Management believes the adoption
of SFAS No. 146 will not have a material effect on the financial position
or results of operations or retained earnings.
In April 2002, FASB issued Statement No. 145, "Rescission of FASB
Statements No 4, 44, and 64, Amendment of FASB 13, and Technical
Corrections", which is effective for fiscal years beginning after
May 15, 2002. Upon adoption of SFAS 145, companies will be required
to apply the criteria in APB Opinion No. 30, "Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual, and Infrequently Occurring Events
and Transactions" in determining the classification of gains/losses
resulting from the extinguishment of debt. Upon adoption, extinguishments
of debt shall be classified under the criteria in APB Opinion No. 30.
The adoption of SFAS No. 145 did not have a material effect on the
financial position or results of operations or retained earnings.
(2) Cash Dividends
On December 16, 2002, the Company declared a quarterly dividend
of $.03 per share for the first quarter of fiscal 2003, which was
paid on January 16, 2003 to stockholders of record on December 31, 2002.
The Company has paid 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
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Dec 31 Dec 31
2002 2001
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Net income $ 6 $ 51
Basic income per share $ .00 $ .02
Average shares outstanding 3,125 3,110
Options outstanding - common
stock equivalents - 14
Average common and common
equivalent shares outstanding 3,125 3,124
Fully diluted income per share $ .00 $ .02
====== ======
(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 2002 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)
- ---------------------------------------------------------------------
Three months ended December, 31, 2002
- ---------------------------------------------------------------------
Controls Capacitors Corporate Total
- ---------------------------------------------------------------------
Sales to external customers $ 5,184 $ 461 - $ 5,645
Inter-segment revenues - 172 - 172
Operating income (loss) 4 70 (60) 14
Identifiable assets 12,304 1,421 432 14,157
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- ---------------------------------------------------------------------
Three months ended December 31, 2001
- ---------------------------------------------------------------------
Controls Capacitors Corporate Total
- ---------------------------------------------------------------------
Sales to external customers $ 4,932 $ 470 - $ 5,402
Inter-segment revenues - 143 - 143
Operating income (loss) 95 89 (92) 92
Identifiable assets 12,507 1,289 95 13,891
- ---------------------------------------------------------------------
(5) Research and Development
The cost of research and development programs is charged against
income as incurred and amounted to approximately $667,000 and $540,000 in
the quarters ended December 31, 2002 and December 31, 2001 respectively.
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; ability of consultants to assist in the engineering of new
products that meet the Company's cost and quality targets; 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.
NEW ACCOUNTING PRONOUNCEMENTS
The Company has considered the impact of the following new accounting
pronouncements:
SFAS #148 "Accounting for Stock-Based Compensation - Transition and
Disclosure" "-Currently evaluating impact on consolidated financial
statements"
FASB Interpretation #45 "Guarantor's Accounting and Disclosure Requirements
for Guarantees""-Currently evaluating impact on consolidated financial
statements"
SFAS #143, "Accounting for Asset Retirement Obligations" "-Adoption did not
have a material effect on consolidated financial statements"
SFAS #144, "Accounting for the Impairment or Disposal of Long-Lived Assets"
"-Adoption did not have a material effect on consolidated financial
statements"
SFAS #146 "Accounting for Costs Associated with Exit or Disposal Activities"
"-Adoption will not have a material effect on consolidated financial
statements"
SFAS #145, "Rescission of FASB Statements No 4, 44, and 64, Amendment of
FASB 13, and Technical Corrections" "-Adoption did not have a material
effect on consolidated financial statements"
A discussion of these pronouncements is contained in Note (1) of the Notes
to Consolidated Financial Statements.
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 accounted
for approximately 51% of the Company's sales in fiscal 2002. 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 three months ended December 31, 2002 approximately 59%
of the Company's revenues and 69% 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 December 31, 2002 the risk arising from changes in
interest rates was not material.
RESULTS OF OPERATIONS
Three months ended December 31, 2002
Sales in the first fiscal quarter ended December 31, 2002 were $5,645,000
compared to $5,402,000 in the same quarter of the previous year, an increase
of $243,000, or 4.5%. Foreign currency fluctuations resulted in a $310,000,
or 5.7% increase in reported sales. Shipment volumes decreased by 1.2%. Volumes
in the U.S. Controller business decreased by 2% mainly due to lower demand in
the aerial lift, airport ground support and mining markets. Shipments to the
US fork lift truck and other electric vehicle markets were ahead of last year
despite the continued depressed conditions in these markets. Volumes in the
foreign controller markets were 2.9% lower than last year, mainly due to
weakness in the aerial lift, and airport ground support markets. Capacitor
revenues were 2% lower than last year with foreign currency fluctuations
resulting in a 7% increase in reported sales. Due to continuing difficult
conditions in the European markets for railway signaling and audio capacitors
capacitor volumes were 9% less than last year.
First quarter gross profit was 37.7% of sales, an increase of 1% from
36.7% in the same quarter of fiscal 2002. Gross profit of $2,127,000 was
$146,000 higher than last year. The increase in gross profit percentage was
mainly due to better margins on new products sold to certain European
controller customers and to foreign currency fluctuations which caused an
$85,000 increase in gross profit.
Selling, research and administrative expenses increased by $224,000, or
12%, compared to the same quarter last year. In the first quarter of the
current year engineering and R&D expense increased by $125,000 mainly due to
increased consulting expense to accelerate the development of new high quality
products. The Company commenced a three year program to use external
consultants to accelerate new product development during the second quarter of
fiscal 2002. Foreign currency fluctuations increased reported operating
expenses by $110,000.
In the first quarter there was operating income of $14,000 compared to
$92,000 in the same quarter last year, a decrease of $78,000. Foreign currency
fluctuations reduced reported operating income by $25,000. Operating income in
the capacitor business segment decreased by $19,000 to $70,000, due to lower
volumes and foreign currency fluctuations. Operating income in the controller
business of $4,000 was $91,000 lower than in fiscal 2002. The decrease in
controller business operating income was mainly due to lower volumes, foreign
currency fluctuations and higher engineering and R&D expense partially
offset by better gross margins. Unallocated corporate expenses decreased by
$32,000 compared to the first quarter of last year.
Other expense in the first quarter of fiscal 2003 was $5,000 compared to
$13,000 last year. Foreign currency gains in fiscal 2003 compared to losses in
the prior year more than offset higher net interest expense.
Income before income taxes was $9,000, compared to $79,000 last year, a
decrease of $70,000. Income taxes were 33% of pre-tax income compared to 35%
in the same quarter last year. Net income was $6,000 compared to $51,000 last
year, a decrease of $45,000. Basic and fully diluted income per share
decreased from $.02 in the first quarter of fiscal 2002, to $.00 in the
current year.
Financial Condition
The Company has, since January 1990, maintained a program of regular
cash dividends, which, for the most recent quarter, amounted to $94,000.
Cash balances at the end of December 2002 were $346,000 compared to $695,000
at September 30, 2002. The Company used $469,000 of its short-term borrowing
facilities in Europe at the end of the first quarter compared to no borrowings
at the beginning of fiscal 2003.
In the first three months net income was $6,000, and operating activities
used $622,000 of cash. Dividend payments for the first 3 months of the
current fiscal year amounted to $94,000. Capital Expenditure was $201,000
compared to depreciation of $143,000.
The Company has no long-term debt and has overdraft facilities in the
UK of $1,770,000 and $340,000 in France. The UK overdraft facilities are
secured by all of the Company's assets in the UK and the French overdraft
facilities are unsecured. Both the UK and French overdraft facilities are
due for renewal in September 2003 but, in line with normal practice in Europe,
can be withdrawn on demand by the bank.
Tech/Ops Sevcon's capital resources, in the opinion of management, are
adequate for projected operations and capital spending programs.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. The Company's chief
executive officer and chief financial officer, after evaluating the
effectiveness of the "disclosure controls and procedures" (as defined in the
Securities Exchange Act of 1934 Rules 13a-14(c) and 15-d-14(c)) as of a date
(the "Evaluation Date") within 90 days before the filing date of this
quarterly report, have concluded that, as of the Evaluation Date, the
disclosure controls and procedures were adequate and designed to ensure that
the information required to be disclosed in the reports filed or submitted by
the Company under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the requisite time periods.
(b) Changes in internal controls. There were no significant changes in the
Company's internal controls or in other factors that could significantly
affect the internal controls subsequent to the Evaluation Date.
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
None
CERTIFICATIONS
I, Matthew Boyle, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Tech/Ops Sevcon,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effective-
ness of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: February 14, 2003
_/s/ Matthew Boyle
Matthew Boyle
President and Chief Executive Officer
I, Paul A McPartlin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Tech/Ops Sevcon,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effective-
ness of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: February 14, 2003
_/s/ Paul A. McPartlin
Paul A McPartlin
Vice President, Chief Financial Officer and Treasurer
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: February 14, 2003 By: /s/ Paul A. McPartlin
---------------------
Paul A. McPartlin
Chief Financial and Accounting
Officer