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, 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 August 8, 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)
June 30, Sept 30,
2003 2002
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(unaudited) (derived from
audited
statements)
Current assets:
Cash and cash equivalents $ 462 $ 695
Accounts receivable, less allowances
of $350 at 6/30/2003
and $356 at 9/30/2002 4,473 3,938
Inventories:
Raw materials 2,245 2,096
Work-in-process 366 594
Finished goods 1,925 1,447
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4,536 4,137
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Prepaid expenses and other current
assets 738 539
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Total current assets 10,209 9,309
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Property, plant and equipment, at cost 8,651 7,913
Less: Accumulated depreciation
and amortization 5,719 5,136
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Net property, plant and equipment 2,932 2,777
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Cost of purchased businesses in excess
of net assets acquired 1,435 1,435
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$14,576 $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)
June 30, Sept 30,
2003 2002
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(unaudited) (derived from
audited
statements)
Current liabilities:
Accounts payable 1,974 1,406
Dividend payable 94 94
Accrued expenses 2,325 2,315
Accrued taxes on income 139 160
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Total current liabilities 4,532 3,975
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Deferred taxes on income 93 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 6,223 6,189
Cumulative other comprehensive
income (loss) (632) (1,096)
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Total stockholders' investment $ 9,951 $ 9,453
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$14,576 $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 Nine Months Ended
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June 30, June 30, June 30, June 30,
2003 2002 2003 2002
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Net sales $ 5,961 $ 5,355 $17,744 $16,332
Costs and expenses:
Cost of sales 3,614 3,420 10,854 10,269
Selling, research and
administrative 2,186 1,953 6,412 5,688
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5,800 5,373 17,266 15,957
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Operating income 161 (18) 478 375
Other income (expense), net (11) 48 6 28
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Income before income taxes 150 30 484 403
Income taxes 52 11 169 141
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Net income $ 98 $ 19 315 262
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Basic income per share $ .03 $ .01 $ .10 $ .08
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Fully diluted income per share $ .03 $ .01 $ .10 $ .08
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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,
2003 2002 2003 2002
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Net income $ 98 $ 19 $ 315 $ 262
Foreign currency
translation adjustment 381 556 467 296
Change in fair market value
of cash flow hedge 16 1 (3) (113)
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Comprehensive income $ 495 $ 576 $ 779 $ 445
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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)
Nine Months Ended
-------------------
June 30, June 30,
2003 2002
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Net cash flow from operating activities:
Net income $ 315 $ 262
Adjustments to reconcile net income to net cash
(used by)generated from operating activities:
Depreciation and amortization 456 408
Deferred tax provision - 5
Increase (decrease) in cash resulting from
changes in operating assets & liabilities:
Receivables (535) 751
Inventories (399) 40
Pre-paid expenses and other current assets (199) 201
Accounts payable 568 (691)
Accrued compensation and expenses 10 (56)
Accrued and deferred taxes on income (24) (55)
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Net cash used by
operating activities 192 865
Cash flow used by investing activities:
Acquisition of property, plant, and
equipment, net (466) (147)
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Net cash used by
investing activities (466) (147)
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Cash flow used by financing activities:
Dividends paid (281) (1,120)
Exercise and repurchase of stock options - 14
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Net cash used by financing activities (281) (1,106)
Effect of exchange rate changes on cash 322 217
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Net decrease in cash (233) (171)
Opening balance - cash and cash equivalents 695 812
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Ending balance - cash and cash equivalents $ 462 $ 641
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Supplemental disclosure of cash flow information
Cash paid for income taxes $ 251 $ 31
Cash paid for interest 52 20
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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 - June 30, 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 June 30, 2003,
the results of operations and cash flows for the three months and nine
months ended June 30, 2003.
The significant 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 nine-month periods
ended June 30, 2003 are not necessarily indicative of the results to be
expected for the full year.
New Accounting Pronouncements
In April 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 149, Amendment of Statement 133 on Derivative
Instruments and Hedging Activities. Statement No. 149 amends Statement 133 for
decisions made (1) as part of the Derivatives Implementation Group process that
effectively required amendments to Statement 133, (2) in connection with other
Board projects dealing with financial instruments, and (3) in connection with
implementation issues raised in relation to the application of the definition
of a derivative. The Statement clarifies under what circumstances a contract
with an initial net investment meets the characteristics of a derivative
discussed in paragraph 6(b) of Statement 133, clarifies when a derivative
contains a financing component, amends the definition of underlying to
conform it to language used in FASB Interpretation No.45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, and amends certain other existing
pronouncements. Those changes will result in more consistent reporting of
contracts as either derivatives or hybrid instruments. This statement is
effective for contracts entered into or modified after June 30, 2003 and for
hedging relationships designated after June 30, 2003. Management does not
expect that the adoption of Statement No. 149 will have a significant impact on
either its financial position or results or operations.
On May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity. Statement No.
150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. In
addition, the Statement requires an issuer to classify certain instruments with
specific characteristics described in it as liabilities. This Statement is
effective for financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. Management does not expect that the adoption of
Statement No. 150 will have a significant impact on either its financial
position or results of operations.
(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 Nine Months Ended
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June 30 June 30 June 30 June 30
2003 2002 2003 2002
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Net income As reported $ 98 $ 19 $ 315 $ 262
Pro forma effect of expensing stock
options (net of income tax) (17) (13) (45) (39)
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Net income Pro forma $ 81 $ 6 $ 270 $ 223
Income per share:
Basic As reported $ .03 $ .01 $ .10 $ .08
Basic Pro forma $ .03 $ .00 $ .09 $ .07
Diluted As reported $ .03 $ .01 $ .10 $ .08
Diluted Pro forma $ .03 $ .00 $ .09 $ .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 June 16, 2003, the Company declared a quarterly dividend of $.03
per share for the third quarter of fiscal 2003, which was paid on July 10,
2003 to stockholders of record on June 25, 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 Nine Months Ended
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June 30 June 30 June 30 June 30
2003 2002 2003 2002
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Net income $ 98 $ 19 $ 315 $ 262
Basic income per share $ .03 $ .01 $ .10 $ .08
Average shares outstanding 3,125 3,118 3,125 3,114
Options outstanding - common
stock equivalents - 8 - 5
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Average common and common
equivalent shares outstanding 3,125 3,126 3,125 3,119
Fully diluted income per share $ .03 $ .01 $ .10 $ .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 significant 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 June 30, 2003
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Controls Capacitors Corporate Total
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Sales to external customers $ 5,420 $ 541 - $ 5,961
Inter-segment revenues - 47 - 47
Operating income 126 76 (41) 161
Identifiable assets 13,076 1,166 334 14,576
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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 loss 30 43 (91) (18)
Identifiable assets 12,855 1,354 84 14,293
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Nine months ended June 30, 2003
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Controls Capacitors Corporate Total
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Sales to external customers $15,975 $ 1,769 - $17,744
Inter-segment revenues - 307 - 307
Operating income 303 353 (178) 478
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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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(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 Nine Months Ended
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Jun 30 Jun 30 Jun 30 Jun 30
2003 2002 2003 2002
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Research and Development Expense $ 807 $ 722 $2,154 $1,804
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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:
SFAS #149 "Amendment of Statement 133 on Derivative Instruments and
Hedging Activities" - Adoption is not expected to have a material effect
on consolidated financial statements.
SFAS #150 "Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity." Adoption is
not expected to 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 included in Part I, Item 1
of this Quarterly Report on Form 10-Q.
The Company adopted the following new accounting pronouncements in
the first six months 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.
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.
CRITICAL ACCOUNTING POLICIES
The Company's significant accounting policies are summarized in Note(1)
of its financial statements included in its Annual Report on Form 10-K.
While all these significantaccounting 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 judgment and/or estimates.
Actual results may differ from those judgments and/or 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 56% of the Company's sales in the first nine
months of fiscal 2003. 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 June 30, 2003
Sales in the third fiscal quarter ended June 30, 2003 were $5,961,000
compared to $5,355,000 in the same quarter of the previous year, an increase
of $606,000, or 11%. The revenue increase was due almost entirely to foreign
currency fluctuations. Shipment volumes were in line with the third quarter
of last year. Volumes in the U.S. Controller business decreased by 10%
mainly due to lower demand in the fork lift truck, mining and
aerial lift markets. Shipments to the U.S. airport ground support market
were ahead of last year despite the continued depressed conditions in this
market. Volumes in the foreign controller markets were 3% higher than last
year, mainly due to some growth in shipments to the fork lift truck market.
Shipments to the foreign aerial lift and airport ground support markets
continue to be weak. Capacitor volumes were 45% higher than last year with
foreign currency fluctuations resulting in a further 14% increase in reported
sales of capacitors. The volume increase in the third quarter was due to
unusually high demand in the European markets for railway signaling capacitors
and audio capacitors.
Third quarter gross profit was 39.4% of sales, an increase of 3.3% from
36.1% in the same quarter of fiscal 2002. Gross profit of $2,347,000 was
$412,000 higher than last year. The increase in gross profit percentage was
mainly due to foreign currency fluctuations which caused a $356,000 increase
in gross profit in the third quarter.
Selling, research and administrative expenses were $2,186,000 an
increase of $233,000, or 12%, compared to the same quarter last year. Foreign
currency fluctuations increased these expenses by $250,000. In the third
quarter of fiscal 2003, engineering and R&D expense increased by $85,000, due
to increased consulting expense to accelerate the development of new high
quality products and foreign currency fluctuation.
In the third quarter there was operating income of $161,000 compared
to an operating loss of $18,000 in the same quarter last year, an improvement
in operating income of $179,000. Foreign currency fluctuations increased
reported operating income by $106,000. Operating income in the capacitor
business segment increased by $34,000 to $76,000, due to both higher volumes
and foreign currency fluctuations. Operating income in the controller
business of $126,000 was $96,000 higher than in the third quarter of fiscal
2002. The increase in controller business operating income was mainly due to
the positive impact of foreign currency fluctuations partially offset by
higher engineering and R&D expense. Unallocated corporate expenses increased
by $50,000 compared to the third quarter of last year primarily due to
increases in professional fees and insurance expense.
Other expense in the third quarter of fiscal 2003 was $11,000 compared
to other income of $48,000 in the same quarter last year, a difference of
$59,000. This was due to lower foreign currency gains in the third quarter
of fiscal 2003 compared to the previous year and higher net interest expense.
Income before income taxes was $150,000, compared to $30,000 in the
same quarter last year, a gain of $120,000, half of which was due to foreign
currency gains. Income taxes were 35% of pre-tax income, in line with the same
quarter last year. Net income was $98,000 compared to $19,000 in the same
quarter last year, an increase of $79,000. Basic and fully diluted income per
share increased from $.01 in the third quarter of fiscal 2002, to $.03 in the
third quarter of fiscal 2003.
Nine months ended June 30, 2003
Sales in the first nine months of fiscal 2003 were $17,744,000, compared
to $16,332,000 in the same period last year, an increase of $1,412,000, or 9%.
Foreign currency fluctuations accounted for a $1,590,000 increase in reported
sales. Volumes were 1% less than in the same period last year. Volumes in the
controller business were 4% lower than in the same period last year. In the
capacitor business, volumes were higher by $412,000, or 35%, compared to the
first nine months of last fiscal year and foreign currency fluctuations
accounted for a further 14% increase in reported sales.
Revenues in the U.S. controller business decreased by 8%. This was
mainly due to lower 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 1%, mainly due to lower demand in the European aerial lift
market.
Gross profit was 38.8% of sales in the first nine months of fiscal 2003
compared to 37.1% in the same period in fiscal 2002. Gross profit increased
by $827,000 compared to the first nine months of last fiscal year. Lower
volumes caused a $100,000 decrease in gross profit. Foreign currency
fluctuations increased reported gross profit by $790,000. Better margins
on new products was the main cause of the remaining $137,000 improvement in
gross profit.
Selling, research and administrative expenses were $6,412,000, an
increase of $724,000, or 13%, compared to the same period in fiscal 2002.
Foreign currency fluctuations increased these expenses by $590,000.
In the first nine months of fiscal 2003 engineering and R&D expense increased
by $350,000 mainly due to both increased consulting expense to accelerate the
development of new high quality products and foreign currency fluctuations.
Operating income for the first nine months of fiscal 2003 was $478,000,
an increase of $103,000 compared to the same period in fiscal 2002. Foreign
currency fluctuations resulted in a $200,000 increase in reported operating
income. Operating income for the controller business decreased by $127,000
to $303,000. The main causes of this decrease were lower volumes and higher
engineering and R&D expense. In the capacitor business, operating income
increased by $188,000, or 114%, to $353,000, mainly due to increased
volumes.
Income before income taxes was $484,000, compared to $403,000 in the
same period last fiscal year, an increase of $81,000. Other income was $6,000
compared to $28,000 in the first nine months of fiscal 2002 a decrease of
$22,000. The year-to-year swing was mainly due to lower foreign currency
translation gains in 2003 and increased net interest expense. Income taxes
were 35% of pre-tax income, in line with last year.
Net income was $315,000 compaired to $262,000 in the same period last
fiscal year. Currency fluctuations resulted in an increase in net income of
$140,000. This was partially offset by lower volumes and higher research and
development expenses resulting in an increase over the same period last fiscal
year of $53,000 or 20%. Basic and fully diluted income per share was $.10 per
share compared to $.08 per share in the first nine months of fiscal 2002.
Financial Condition
The Company has, since January 1990, maintained a program of regular
cash dividends, which, for the quarter ended June 30, 2003, amounted to
$94,000. Cash balances at the end of June 2003 were $462,000 compared to
$695,000. At September 30, 2002. The Company had no borrowing under its
short-term borrowing facilities in Europe at June 30, 2003 compared to
$725,000 at April 1,2003 and no borrowings at October 1,2002.
In the first nine months of fiscal 2003 net income was $315,000, and
operating activities generated $192,000 of cash. Dividend payments for the
first nine months of fiscal 2003 amounted to $281,000. Capital expenditure
was $466,000 compared to depreciation of $456,000.
The Company has no long-term debt and has overdraft facilities in the
UK of $1,815,000 and of $379,000 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. Quantitative and Qualitative Disclosures about 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 nine months ended June 30, 2003
approximately 68% and 65% 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 investments at June
30, 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
principal executive officer and principal financial officer, after evaluating
the effectiveness of the "disclosure controls and procedures" (as defined
in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15-d-15(e))have
concluded that, as of the June 30,2003, 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 control over financial reporting. Our principal
executive officer and principal financial officer have identified no change
in our "internal control over financial reporting" (as defined in 17 C.F.R.
Sections 240.13a-15(f) and 240.15d-15(f)) that occurred during the period
covered by this Quarterly Report on Form 10-Q that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits filed with this report.
See Exhibit Index immediately preceding the exhibits.
(b) Reports on Form 8-K.
A Current Report on Form 8-K was filed on April 24, 2003 (Item 12).
The report contained information announcing Tech/Ops Sevcon, Inc.'s earnings
release issued on April 22, 2003.
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: August 8, 2003 By: /s/ Paul A. McPartlin
---------------------
Paul A. McPartlin
Chief Financial Officer(Principal
financial and chief accounting officer)
Exhibit Index
Exhibit Description
- ------- -----------
31.1 Certification of Principal Executive Officer pursuant to
section 302 of the Sarbanes-Oxley Act of 2002.
Filed herewith.
31.2 Certification of Principal Financial Officer pursuant to
section 302 of the Sarbanes-Oxley Act of 2002.
Filed herewith.
32.1 Certification of Principal Executive Officer and Principal
Financial Officer pursuant to section 906 of the
Sarbanes-Oxley Act of 2002. Furnished herewith.
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
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 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.
Date: August 8, 2003 /s/ Matthew Boyle
---------------------
Matthew Boyle
President and
Chief Executive Officer
EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
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 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant?s internal control over financial reporting;
and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.
Date: August 8, 2003 /s/ Paul A. McPartlin
---------------------
Paul A. McPartlin
Chief Financial and
Accounting Officer
EXHIBIT 32.1
Certification of Periodic Financial Report
Pursuant to 18 U.S.C. Section 1350
Each of the undersigned officers of Tech/Ops Sevcon, Inc. (the "Company")
certifies, under the standards set forth in and solely for the purposes of 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that the Quarterly Report on Form 10-Q of the Company for the
quarter ended June 30, 2003 fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and information
contained in that Form 10-Q fairly presents, in all material respects, the
financial condition and results of operations of the Company.
Dated: August 8, 2003 /s/ Matthew Boyle
-----------------------
Matthew Boyle
Chief Executive Officer
Dated: August 8, 2003 /s/ Paul A. McPartlin
-----------------------
Paul A. McPartlin
Chief Financial Officer