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 March 31, 2003
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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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Commission File Number 1-9789
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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.)
155 Northboro Road, Southborough, Massachusetts, 01772
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(Address of principal executive offices and zip code)
(508) 281 5510
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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 May 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)
Mar 31, Sept 30,
2003 2002
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(unaudited) (derived from
audited
statements)
Current assets:
Cash and cash equivalents $ 280 $ 695
Accounts receivable, less allowances
of $349 at 3/31/2003
and $356 at 9/30/2002 4,718 3,938
Inventories:
Raw materials 2,059 2,096
Work-in-process 359 594
Finished goods 1,683 1,447
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4,101 4,137
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Prepaid expenses and other current
assets 905 539
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Total current assets 10,004 9,309
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Property, plant and equipment, at cost 8,307 7,913
Less: Accumulated depreciation
and amortization 5,435 5,136
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Net property, plant and equipment 2,872 2,777
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Cost of purchased businesses in excess
of net assets acquired 1,435 1,435
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$14,311 $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)
Mar 31, Sept 30,
2003 2002
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(unaudited) (derived from
audited
statements)
Current liabilities:
Short-term borrowings $ 725 $ -
Accounts payable 1,538 1,406
Dividend payable 94 94
Accrued expenses 2,137 2,315
Accrued taxes on income 177 160
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Total current liabilities 4,671 3,975
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Deferred taxes on income 90 93
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Stockholders' investment
Preferred stock - -
Common stock 313 313
Premium paid in on common stock 4,047 4,047
Retained earnings 6,219 6,189
Cumulative other comprehensive
income (loss) (1,029) (1,096)
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Total stockholders' investment $ 9,550 $ 9,453
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$14,311 $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 Six Months Ended
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Mar 31, Mar 31, Mar 31, Mar 31,
2003 2002 2003 2002
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Net sales $ 6,138 $ 5,575 $11,783 $10,977
Costs and expenses:
Cost of sales 3,722 3,428 7,240 6,849
Selling, research and
administrative 2,113 1,846 4,226 3,735
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5,835 5,274 11,466 10,584
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Operating income 303 301 317 393
Other income (expense), net 22 (7) 17 (20)
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Income before income taxes 325 294 334 373
Income taxes (114) (102) (117) (130)
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Net income $ 211 $ 192 217 243
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Basic income per share $ .07 $ .06 $ .07 $ .08
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Fully diluted income per share $ .07 $ .06 $ .07 $ .08
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Consolidated Statement of Comprehensive Income
(Unaudited)
(in thousands)
Three Months Ended Six Months Ended
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Mar 31, Mar 31, Mar 31, Mar 31,
2003 2002 2003 2002
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Net income $ 211 $ 192 $ 217 $ 243
Foreign currency
translation adjustment (97) (134) 86 (260)
Change in fair market value
of cash flow hedge (24) (61) (19) (114)
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Comprehensive income (loss) $ (90) $ (3) $ 284 $ (131)
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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)
Six Months Ended
------------------
Mar 31, Mar 31,
2003 2002
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Net cash flow from operating activities:
Net income $ 217 $ 243
Adjustments to reconcile net income to net cash
(used by)generated from operating activities:
Depreciation and amortization 300 270
Deferred tax provision (3) (5)
Increase (decrease) in cash resulting from
changes in operating assets & liabilities:
Receivables (780) 1,022
Inventories 36 702
Pre-paid expenses and other current assets (377) 135
Accounts payable 132 (1,024)
Accrued compensation and expenses (178) (272)
Accrued and deferred taxes on income 9 (37)
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Net cash (used by)generated from
operating activities (644) 1,034
Cash flow used by investing activities:
Acquisition of property, plant, and
equipment, net (386) (52)
Increase in short-term borrowings 725 -
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Net cash generated from (used by)
investing activities 339 (52)
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Cash flow (used by) financing activities:
Dividends paid (187) (840)
Exercise and repurchase of stock options - 14
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Net cash used by financing activities (187) (826)
Effect of exchange rate changes on cash 77 (152)
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Net increase (decrease) in cash (415) 4
Opening balance - cash and cash equivalents 695 812
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Ending balance - cash and cash equivalents $ 280 $ 816
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Supplemental disclosure of cash flow information
Cash paid for income taxes $ 244 $ 31
Cash paid for interest 37 14
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Supplemental disclosure of non-cash
financing activity:
Dividend declared $ 94 $ 281
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The accompanying notes are an integral part of these financial statements.
TECH/OPS SEVCON, INC.
Notes to Consolidated Financial Statements - March 31, 2003
(Unaudited)
(1) Basis of Presentation
In the opinion of management, the accompanying unaudited
condensed consolidated financial statements contain all adjustments
(consisting of only normally recurring accruals) necessary to present
fairly the financial position of Tech/Ops Sevcon as of March 31, 2003,
the results of operations and cash flows for the three months and six
months ended March 31, 2003.
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 and six-month periods
ended March 31, 2003 are not necessarily indicative of the results to be
expected for the full year.
New Accounting Pronouncements
In January 2003, the FASB issued FIN No. 46, "Consolidation of
Variable Interest Entities." In general, a variable interest entity is a
corporation, partnership, trust, or any other legal structure used for
business purposes that either (a) does not have equity investors with
voting rights or (b) has equity investors that do not provide sufficient
financial resources for the entity to support its activities. FIN No. 46
requires certain variable interest entities to be consolidated by the
primary beneficiary of the entity if the investors do not have the
characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. The
consolidation requirements of FIN No. 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation
requirements apply to older entities in interim periods beginning after
June 15, 2003. Certain of the disclosure requirements apply in all
financial statements issued after January 31, 2003, regardless of when
the variable interest entity was established. Because the Company
currently has no investments in variable interest entities, the adoption
of the provisions of FIN No. 46 did not have a material impact on the
consolidated results of operations or financial position.
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 continues to account for stock option
plans under APB No. 25 "Accounting for Stock Issued to Employees" and
related interpretations while evaluating the transition options under
SFAS 148. The company has adopted the disclosure requirements of SFAS 148
in this quarterly report.
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 adoption of FIN 45 did not have
a material effect on the financial position or results of operations or
retained earnings of the Company.
In July 2002, FASB issued Statement No. 146 "Accounting for Costs
Associated with Exit or Disposal Activities", which became 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. The adoption of SFAS No. 146 did
not have a material effect on the financial position or results of
operations or retained earnings.
(2) Stock-Based Compensation Plans
SFAS # 148 "Accounting for Stock-Based Compensation - Transition and
Disclosure"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 "Accounting for Stock Issued to Employees". The
Company is evaluating the transition options under SFAS #148 and continues
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 #148, the Company's net income
and earnings per share would have equaled the following pro forma amounts:
(in thousands of dollars, except for per share amounts)
Three Months Ended Six Months Ended
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Mar 31 Mar 31 Mar 31 Mar 31
2003 2002 2003 2002
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Net income As reported $ 211 $ 192 $ 217 $ 243
Pro forma effect of expensing stock
options (net of income tax) (14) (13) (28) (26)
Net income Pro forma $ 197 $ 179 $ 189 $ 217
Income per share:
Basic As reported $ .07 $ .06 $ .07 $ .08
Basic Pro forma $ .06 $ .06 $ .06 $ .07
Diluted As reported $ .07 $ .06 $ .07 $ .08
Diluted Pro forma $ .06 $ .06 $ .06 $ .07
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The effects of applying SFAS #148 in this pro forma disclosure are not
indicative of future amounts. SFAS #148 does not apply to awards prior to
fiscal 1996 and additional awards in future years are anticipated.
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 2003: risk-free interest rate of
6%; expected dividend yield of 2.4%; expected life of 7 years; expected
volatility of 47%.
(3) Cash Dividends
On March 10, 2003, the Company declared a quarterly dividend of $.03
per share for the second quarter of fiscal 2003, which was paid on April 10,
2003 to stockholders of record on March 26, 2003. The Company has paid
regular quarterly cash dividends since the first quarter of fiscal 1990.
(4) 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 Six Months Ended
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Mar 31 Mar 31 Mar 31 Mar 31
2003 2002 2003 2002
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Net income $ 211 $ 192 $ 217 $ 243
Basic income per share $ .07 $ .06 $ .07 $ .08
Average shares outstanding 3,125 3,115 3,125 3,112
Options outstanding - common
stock equivalents - 3 - 9
Average common and common
equivalent shares outstanding 3,125 3,118 3,125 3,121
Fully diluted income per share $ .07 $ .06 $ .07 $ .08
====== ====== ====== ======
(5) 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)
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Three months ended March 31, 2003
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Controls Capacitors Corporate Total
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Sales to external customers $ 5,371 $ 767 - $ 6,138
Inter-segment revenues - 88 - 88
Operating income 173 207 (77) 303
Identifiable assets 12,227 1,606 478 14,311
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- ---------------------------------------------------------------------
Three months ended March 31, 2002
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Controls Capacitors Corporate Total
- ---------------------------------------------------------------------
Sales to external customers $ 5,195 $ 380 - $ 5,575
Inter-segment revenues - 156 - 156
Operating income 305 33 (37) 301
Identifiable assets 12,004 1,358 93 13,455
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- ---------------------------------------------------------------------
Six months ended March 31, 2003
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Controls Capacitors Corporate Total
- ---------------------------------------------------------------------
Sales to external customers $10,555 $ 1,228 - $11,783
Inter-segment revenues - 260 - 260
Operating income 177 277 (137) 317
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- ---------------------------------------------------------------------
Six months ended March 31, 2002
- ---------------------------------------------------------------------
Controls Capacitors Corporate Total
- ---------------------------------------------------------------------
Sales to external customers $10,127 $ 850 - $10,977
Inter-segment revenues - 299 - 299
Operating income 400 122 (129) 393
- ---------------------------------------------------------------------
(6) Research and Development
The cost of research and development programs is charged against
income as incurred and was as follows.
(in thousands of dollars)
Three Months Ended Six Months Ended
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Mar 31 Mar 31 Mar 31 Mar 31
2003 2002 2003 2002
------ ------ ------ ------
Research and Development Expense $ 680 $ 524 $1,347 $1,064
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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 he 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 potential airline bankruptcies on customers in the
airport ground support market; 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 customer's 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:
FASB Interpretation #46, "Consolidation of Variable Interest Entities."
"-Adoption did not have a material effect on consolidated financial
statements"
SFAS #148 "Accounting for Stock-Based Compensation - Transition and
Disclosure" "-Currently evaluating impact on consolidated financial
Statements of transition provisions; disclosure provisions have been
adopted"
FASB Interpretation #45 "Guarantor's Accounting and Disclosure Requirements
for Guarantees" "-Adoption did not have a material effect on consolidated
financial statements"
SFAS #146 "Accounting for Costs Associated with Exit or Disposal Activities"
"-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.
The Company adopted the following new accounting pronouncements in
the first quarter of fiscal 2003:
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 #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"
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.
Results of Operations
Three months ended March 31, 2003
Sales in the second fiscal quarter ended March 31, 2003 were $6,138,000
compared to $5,575,000 in the same quarter of the previous year, an increase
of $563,000, or 10%. Foreign currency fluctuations resulted in a $675,000,
or 12% increase in reported sales. Shipment volumes decreased by 2% compared
to the second quarter of last year. Volumes in the U.S. Controller business
decreased by 14% mainly due to lower demand in the airport ground support
and aerial lift markets. Shipments to the US mining and other electric
vehicle markets were ahead of last year despite the continued depressed
conditions in these markets. Shipments to the US fork lift truck market
were in line with last year. Volumes in the foreign controller markets were
3% lower than last year, mainly due to weakness in the aerial lift and
airport ground support markets. Capacitor volumes were 80% higher than last
year with foreign currency fluctuations resulting in a further 22% increase
in reported sales of capacitors. The volume increase in the second quarter
was due to unusually high demand for special contracts in the European
markets for railway signaling and audio capacitors.
Second quarter gross profit was 39.4% of sales, an increase of 0.9% from
38.5% in the same quarter of fiscal 2002. Gross profit of $2,416,000 was
$269,000 higher than last year. The increase in gross profit percentage was
mainly due to foreign currency fluctuations which caused a $345,000 increase
in gross profit in the second quarter.
Selling, research and administrative expenses were $2,113,000 an
increased of $267,000, or 14%, compared to the same quarter last year.
In the second quarter of the current year engineering and R&D expense
increased by $156,000 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 $230,000.
In the second quarter there was operating income of $303,000 compared
to $301,000 in the same quarter last year, an increase of $2,000. Foreign
currency fluctuations increased reported operating income by $115,000.
Operating income in the capacitor business segment increased by $174,000 to
$207,000, due to both higher volumes and foreign currency fluctuations.
Operating income in the controller business of $173,000 was $132,000 lower
than in fiscal 2002. The decrease in controller business operating income
was mainly due to lower volumes, and higher engineering and R&D expense
partially offset by a positive impact of foreign currency fluctuations.
Unallocated corporate expenses increased by $40,000 compared to the second
quarter of last year.
Other income in the second quarter of fiscal 2003 was $22,000 compared
to other expense of $7,000 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 $325,000, compared to $294,000 last
year, a gain of $31,000. Income taxes were 35% of pre-tax income in line
with the same quarter last year. Net income was $211,000 compared to
$192,000 last year, an increase of $19,000. Basic and fully diluted income
per share increased from $.06 in the second quarter of fiscal 2002, to $.07
in the current year.
Six months ended March 31, 2003
Sales in the first six months of fiscal 2003 were $11,783,000, compared
to $10,977,000 in the same period last year, an increase of $806,000, or 7%.
Foreign currency fluctuations accounted for a $990,000 increase in reported
sales. Volumes were 2% less than last year. Volumes in the controller
business were 4% lower than last year. In the capacitor business volumes
were higher by $260,000, or 31%, compared to the first six months of last
year and foreign currency fluctuations accounted for a further 14% increase
in reported sales.
Revenues in the US controller business decreased by 6%. This was
mainly due to decreased demand in the airport ground support, aerial lift
and mining markets, partially offset by increased sales into the fork lift
truck and other electric vehicle markets. Controller volumes in foreign
markets decreased by 3%, mainly due to lower demand in the European aerial
lift market.
Gross profit was 38.6% of sales in the first half of fiscal 2003
compared to 37.6% in 2002. Gross profit increased by $415,000 compared to
the first six months of last year. Lower volumes caused a $150,000 decrease
in gross profit. Foreign currency fluctuations increased reported gross
profit by $430,000. Better margins on new products was the main cause of
the remaining $135,000 improvement in gross profit.
Selling, research and administrative expenses were $4,226,000, an
increase of $491,000, or 13%, compared to the same period last year. In the
first six months of the current year engineering and R&D expense increased
by $283,000 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 $340,000.
Operating income for the first half year was $317,000, a decrease
of $76,000 compared to last year. Foreign currency fluctuations resulted
in a $90,000 increase in reported operating income. Operating income for
the controller business decreased by $223,000 to $177,000. The main causes
of this decrease were lower volumes and higher engineering and R&D expense.
In the capacitor business segment operating income increased by $155,000, or
127%, to $277,000, mainly due to increased volumes.
Income before income taxes was $334,000, compared to $373,000 last
year, a decrease of $39,000. Other income was $17,000 compared to other
expense of $20,000 in the first half of fiscal 2002. The year-to-year swing
was mainly due to foreign currency translation gains in 2002 compared to
losses last year. Income taxes were 35% of pre-tax income, in line with
last year.
Net income was $217,000, a decrease of $26,000 compared to the same
period last year. Basic and fully diluted income per share was $.07 per
share compared to $.08 per share in the first half of fiscal 2002.
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 March 2003 were $280,000 compared to $695,000 at
September 30, 2002. The Company used $725,000 of its short-term borrowing
facilities in Europe at the end of the second quarter compared to no
borrowings at the beginning of fiscal 2003.
In the first six months net income was $217,000, and operating activities
used $644,000 of cash. Dividend payments for the first 6 months of the
current fiscal year amounted to $187,000. Capital Expenditure was $386,000
compared to depreciation of $300,000.
The Company has no long-term debt and has overdraft facilities in the
UK of $1,727,000 and $356,000 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 3. 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 and six months ended March 31, 2003
approximately 59% and 63% of the Company's revenues and 53% 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 March 31, 2003 the risk arising from changes in interest
rates was not material.
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.
See Exhibit Index immediately following the Certifications
(b) Reports on Form 8-K.
None
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: May 14, 2003 By: /s/ Paul A. McPartlin
---------------------
Paul A. McPartlin
Chief Financial and Accounting
Officer
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: May 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: May 14, 2003
_/s/ Paul A. McPartlin
Paul A McPartlin
Vice President, Chief Financial Officer and Treasurer
Exhibit Index
Exhibit Description
- ------- -----------
99.1 Written statement of the Chief Executive Officer and Chief
Financial Officer pursuant to section 906 of the Sarbanes-Oxley
Act of 2002. Filed herewith.