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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
1 Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended September 30, 2004 or
0 Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
Commission File Number 1-9789
TECH/OPS SEVCON, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2985631
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
155 NORTHBORO ROAD, SOUTHBOROUGH, MASSACHUSETTS 01772
(Address of Principal Executive Offices) (Zip Code)
Registrant's Area Code and Telephone Number (508) 281 5510
Securities registered pursuant to Section 12(b) of the Act:
(Title of Each Class) (Name of Exchange on Which Registered)
COMMON STOCK, PAR VALUE $.10 PER SHARE AMERICAN STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes 1 No 0
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this form 10-K. 0
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934) Yes 0 No 1
As of April 3, 2004, 3,125,051 common shares were outstanding, and the
aggregate market value of the common shares (based upon the closing price on
the American Stock Exchange) held by non-affiliates was approximately
$15,200,000. As of December 14, 2004, 3,160,051 common shares were
outstanding.
Documents incorporated by reference: Portions of the Proxy Statement for
Annual Meeting of Stockholders to be held January 24, 2005 are incorporated
by reference into Part III of this report.
INDEX
ITEM
PART I PAGE
1. BUSINESS
General description 3
Marketing and sales 3
Patents 3
Backlog 3
Raw materials 3
Competition 3
Research and development 3
Environmental regulations 4
Employees and labor relations 4
2. PROPERTIES 4
3. LEGAL PROCEEDINGS 4
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 4
EXECUTIVE OFFICERS OF THE REGISTRANT 4
PART II
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES 4
6. SELECTED FINANCIAL DATA 5
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 5
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 10
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Balance Sheets September 30, 2004 and 2003 11
Consolidated Statements of Income for the Years ended
September 30, 2004, 2003 and 2002 12
Consolidated Statements of Comprehensive Income for the
Years ended September 30, 2004, 2003 and 2002 12
Consolidated Statements of Stockholders' Investment for the
Years ended September 30, 2004, 2003 and 2002 13
Consolidated Statements of Cash Flows for the Years ended
September 30, 2004, 2003 and 2002 14
Notes to Consolidated Financial Statements 15
Report of Independent Registered Public Accounting Firm 25
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 26
9A. CONTROLS AND PROCEDURES 26
PART III
10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 26
11. EXECUTIVE COMPENSATION 26
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 26
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 27
14. PRINCIPAL ACCOUNTING FEES AND SERVICES 27
PART IV
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibits 27
Financial statements and schedules 27
Signatures of registrant and directors 29
SCHEDULES
II RESERVES 32
Schedules other than the one referred to above have been omitted as
inapplicable or not required, or the information is included elsewhere in
financial statements or the notes thereto.
Unless explicitly stated otherwise, each reference to "year" in this Annual
Report is to the fiscal year ending on the respective September 30.
PART I
ITEM 1 BUSINESS
* General Description
Tech/Ops Sevcon, Inc. ("Tech/Ops Sevcon" or the "Company"), is a Delaware
corporation organized on December 22, 1987 to carry on the electronic controls
business previously performed by Tech/Ops, Inc. (Tech/Ops). Through wholly-
owned subsidiaries located in the United States, England, France and South
Korea the Company designs, manufactures, sells, and services, under the Sevcon
name, solid-state products which control motor speed and acceleration for
battery powered electric vehicles in a number of applications, primarily
electric fork lift trucks, aerial lifts and underground coal-mining equipment.
Through another subsidiary located in the United Kingdom, Tech/Ops Sevcon
manufactures special metallized film capacitors for electronics applications.
These capacitors are used as components in the power electronics, signaling
and audio equipment markets. Approximately 93% of the Company's revenues are
derived from the controls business, with the remainder derived from the
capacitor business. The largest customer accounted for 11% of sales in fiscal
2004 compared to 10% in fiscal 2003 and 11% in fiscal 2002.
In fiscal 2004 sales were $29,150,000, an increase of $6,037,000, or 26%,
compared to the previous year. Foreign currency fluctuations, principally the
strength of the Euro and the British Pound compared to the US Dollar,
accounted for an increase of $2,027,000, or 9%, in reported sales. Most of the
markets for the Company's products are cyclical and are showing modest growth,
as a result volumes grew by 17% compared to fiscal 2003. In the five year
period ending in fiscal 2004 the markets served by the Company have been
cyclical with significant decreases in 2001 and 2002, modest growth in 2003
and stronger growth in fiscal 2004. Research and development expense in
fiscal 2004 was $3,952,000 compared to $2,976,000 in the prior year, an
increase of $976,000, or 33%. This increase was mainly due to the Company's
advanced new product development program using consultants to speed up the
development process and supplement the Company's own engineering resources.
Operating income in fiscal 2004 was $972,000, compared to $151,000 in the
previous year. Net income was $611,000, or $.19 per diluted share, compared to
$83,000, or $.03 per share, last year. See Management's Discussion and
Analysis of Financial Condition and Results of Operations for a more detailed
analysis of fiscal 2004 performance.
* Marketing and sales
Sales are made primarily through a small full-time marketing staff. Sales in
the United States were $10,577,000, $8,141,000 and $9,054,000, in fiscal years
2004, 2003 and 2002, respectively, which accounted for approximately 36%, 35%
and 41%, respectively, of total sales. Approximately 56% of sales are made to
10 manufacturers of electric vehicles in the United States, Europe and the Far
East. Approximately 84% of the Company's sales are direct to end customers,
with 16% made to the Company's international dealer network. See Note 7 to the
Consolidated Financial Statements (Segment Information) in this Annual Report
for an analysis of sales by segment, geographic location and major customers.
* Patents
Although the Company has international patent protection for some of its
product ranges, the Company believes that its business is not significantly
dependent on patent protection. The Company is primarily dependent upon
technical competence, the quality of its products, and its prompt and
responsive service performance.
* Backlog
Tech/Ops Sevcon's backlog at September 30, 2004 was $3,601,000 compared to
$2,682,000 at September 2003, and $2,460,000 at September 2002.
* Raw materials
Tech/Ops Sevcon's products require a wide variety of components and materials.
The Company has many sources for most of such components and materials and
produces certain of these items internally. However, the Company relies on
certain suppliers and subcontractors for all of its requirements for certain
components, subassemblies, and finished products.
* Competition
In the United States, the Company competes primarily with a division of the
General Electric Company, which has a significant share of the market, and
with Curtis Instruments, Inc., a privately held company. Overseas, Tech/Ops
Sevcon has several international competitors, including General Electric
Company and Curtis Instruments, as well as a number of smaller competitors
that operate only in local markets. In addition, several large manufacturers
of fork lift trucks make their own controls, although their product is
generally for internal use only. The Company differentiates itself from its
competitors principally by technical innovation and its willingness to
customize products for specific applications. The Company believes that it is
one of the largest independent suppliers of such devices outside of the United
States.
* Research and development
Tech/Ops Sevcon's technological expertise is an important factor in its
business. The Company regularly pursues product improvements to maintain its
technical position. Research and development expenditure amounted to
$3,952,000 in 2004 compared to $2,976,000 in 2003 and $2,415,000 in 2002. The
increase in research and development spending of $976,000, or 33%, in fiscal
2004 was principally due to consultancy costs on advanced new product
development.
* Environmental regulations
The Company complies, to the best of its knowledge, with federal, state and
local provisions which have been enacted or adopted regulating the discharge
of materials into the environment or otherwise protecting the environment.
This compliance has not had, nor is it expected to have, a material effect on
the capital expenditures, earnings, or competitive position of Tech/Ops
Sevcon.
* Employees and labor relations
As of September 30, 2004, the Company employed 169 full-time employees, of
whom 17 were in the United States, 141 were in the United Kingdom, 8 were in
France, and 3 were in the Far East. Tech/Ops Sevcon believes its relations
with its employees are good.
ITEM 2 PROPERTIES
The US subsidiary of the Company leases approximately 13,500 square feet in
Southborough, Mass., under a lease expiring in 2013. The United Kingdom
electronic controls business of Tech/Ops Sevcon is carried on in two adjacent
buildings owned by it located in Gateshead, England, containing 40,000 and
20,000 square feet of space respectively. The land on which these buildings
stand are held on leases expiring in 2068 and 2121 respectively. 5,000 square
feet of space is also rented near Paris, France under a lease expiring in
December 2009. The capacitor subsidiary of the Company owns a 9,000 square
foot building, built in 1981, in Wrexham, Wales. The South Korean subsidiary
of the Company leases approximately 1,000 square feet of office space in
Bucheon City, near Seoul, under a lease due to expire in 2005. The properties
and equipment of the Company are in good condition and, in the opinion of the
management, are suitable and adequate for the Company's operations.
ITEM 3 LEGAL PROCEEDINGS
The Company is involved in various legal proceedings arising in the ordinary
course of business, but believes that these matters will be resolved without a
material effect on its financial position.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
Name of Officer Age Position
- ------------------------------------------------------------------------------
Matthew Boyle 42 President & Chief Executive Officer
Paul A. McPartlin 59 Vice President, Treasurer & Chief Financial Officer
There are no family relationships between any director or executive officer
and any other director or executive officer of the Company.
All officers serve until the next annual meeting and until their successors
are elected and qualified. Mr. Boyle has been President and Chief Executive
Officer for more than five years. Mr. McPartlin has been Vice President and
Chief Financial Officer of the Company for more than five years and was
elected Treasurer in January 2000.
PART II
ITEM 5 MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
The Common Stock of the Company is traded on the American Stock Exchange under
the symbol TO. A summary of the market prices of, and dividends paid on, the
Company's Common Stock is shown below. At December 14, 2004, there were
approximately 320 shareholders of record.
- ------------------------------------------------------------------------------
Quarter 1 Quarter 2 Quarter 3 Quarter 4 Year
- ------------------------------------------------------------------------------
2004 Quarters
Cash dividends per share $ .03 $ .03 $ .03 $ .03 $ .12
- ------------------------------------------------------------------------------
Common stock price per share
- High $ 6.28 $ 6.75 $ 6.70 $ 6.40 $ 6.75
- Low 5.05 5.40 5.75 5.80 5.05
- ------------------------------------------------------------------------------
2003 Quarters
Cash dividends per share $ .03 $ .03 $ .03 $ .03 $ .12
- ------------------------------------------------------------------------------
Common stock price per share
- High $ 5.20 $ 5.25 $ 5.95 $ 7.15 $ 7.15
- Low 4.25 4.40 4.00 5.20 4.00
- ------------------------------------------------------------------------------
ITEM 6 SELECTED FINANCIAL DATA
A summary of selected financial data for the last five years is set out below:
For the Years ended September 30 (in thousands except per share data)
- ------------------------------------------------------------------------------
2004 2003 2002 2001 2000
- ------------------------------------------------------------------------------
Net sales $29,150 $23,113 $21,872 $27,002 $30,360
Operating income 972 151 45 1,652 4,108
Net income 611 83 57 1,101 2,805
Basic income per share $ .20 $ .03 $ .02 $ .35 $ .90
Cash dividends per share $ .12 $ .12 $ .30 $ .72 $ .72
Average shares outstanding 3,125 3,125 3,117 3,110 3,115
Stockholders' investment 10,464 9,648 9,453 9,959 11,272
Total assets $16,608 $13,784 $13,521 $15,750 $17,209
- ------------------------------------------------------------------------------
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
Statements in this discussion and analysis about the Company's anticipated
financial results and growth, as well as those about the development of its
products and markets, are forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those
projected. These include the risks discussed under 'Risk Factors' below and
throughout this Item 7.
NEW ACCOUNTING PRONOUNCEMENTS
The Company has adopted the following new accounting pronouncement in fiscal
2004. See Notes to Consolidated Financial Statements (1) P. for a more
detailed description of this new accounting pronouncement.
Statement of Financial Accounting Standards Board (SFAS) #132R, "Employers'
Disclosures about Pensions and Other Postretirement Benefits" - Adoption did
not have a material effect on consolidated financial statements.
CRITICAL ACCOUNTING ESTIMATES
The Company's significant accounting policies are summarized in Note 1 of its
Consolidated Financial Statements in this Annual Report. While all these
significant accounting policies impact its financial condition and results of
operations, certain of these policies require management to use a significant
degree of judgement and/or make estimates, consistently with generally
accepted accounting principles, that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities as of the
date of the financial statements and the reported amounts of income and
expenses during the reporting periods. Since these are judgements and
estimates, they are sensitive to changes in business and economic realities,
and events may cause actual operating results to differ materially from the
amounts derived from management's estimates and judgements.
The Company believes the following represent the most critical accounting
judgments and estimates affecting its reported financial condition and results
of operations:
Bad Debts
The Company estimates an allowance for doubtful accounts based on known
factors related to the credit risk of each customer and management's judgment
about the customer's business. Ten customers account for approximately 56% of
the Company's sales. If the financial condition of any of the Company's
customers is worse than estimated or were to deteriorate, resulting in an
impairment of its ability to make payments, the Company's results may be
adversely affected and additional allowances may be required. 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.
Inventories
Inventories are valued 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. The Company's reported financial condition includes a
provision for estimated slow-moving and obsolete inventory that is based on a
comparison of inventory levels with forecast future demand. Such demand is
estimated based on many factors, including management judgments, relating to
each customer's business and to economic conditions. If actual future demand
or market conditions are less favorable than those projected by management, or
if product designs change more quickly than forecast, additional inventory
write-downs may be required which may have a material adverse impact on
reported results.
Warranty Costs
The Company provides for the estimated cost of product warranties at the time
revenue is recognized. 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. Accordingly, the provision for warranty costs is based upon
anticipated in-warranty failure rates and estimated costs of repair or
replacement. Anticipating product failure rates involves making difficult
judgments about the likelihood of defects in materials, design and
manufacturing errors, and other factors that are based in part on historical
failure rates and trends, but also on management's expertise in engineering
and manufacturing. Estimated repair and replacement costs are affected by
varying component and labor costs. Should actual product failure rates and
repair or replacement costs differ from estimates, revisions to the estimated
warranty liability may be required and the Company's results may be materially
adversely affected. In the event that the Company discovers a product defect
that impacts the safety of its products, then a product recall may be
necessary, which could involve the Company in substantial unanticipated
expense significantly in excess of the reserve. There were no significant
safety related product recalls during the past three fiscal years.
Goodwill Impairment
The Company carries out an annual assessment to determine if the goodwill
relating to the controls business amounting to $1,435,000 has been impaired,
in accordance with the requirements of SFAS #142. In fiscal 2004 the Company
retained an investment banking firm specializing in valuations to assist the
Company in performing this impairment assessment. The assessment was based on
three separate methods of valuing the controls business based on expected free
cash flows, the market price of the Company's stock and an analysis of
precedent transactions. These estimates require estimates of future revenues,
profits, capital expenditures and working capital requirements which are based
on evaluation of historical trends, current budgets, operating plans and
industry data. Based on all of these valuation methods the conclusion was that
the goodwill had not been impaired. If, in future periods, the Company's
results of operations, cash flows or the market price of the Company's stock
were to decrease significantly then it may be necessary to record an
impairment charge relating to goodwill of up to $1,435,000.
Pension Plan Assumptions
The Company makes a number of assumptions relating to its pension plans in
order to measure the financial position of the plans and the net periodic
benefit cost. The most significant assumptions relate to the discount rate,
the expected long term return on plan assets and the rate of future
compensation increase. If these assumptions prove to be incorrect then the
Company may need to record additional expense relating to the pension plans
which could have a material effect on the Company's results of operations. The
Company's pension plans are significant relative to the size of the Company.
Pension plan assets were $12,899,000 at September 30, 2004 and the total
assets of the Company were $16,608,000. Although the plan assets are not
included in the assets of the Company they are 78% of size of the Company's
total assets. If, as a result of changes in assumptions, the accumulated
benefit obligation of either of the plans were to exceed the fair value of
assets of that plan, then an adjustment to record this additional liability
and corresponding decrease stockholders equity would be necessary, which could
have a material effect on the Company's financial position,
RISK FACTORS
In addition to the market risk factors relating to foreign currency and
interest rate risk set out in Item 7A on page 10, the Company believes that
the following represent the most significant risk factors for the Company:
Capital goods markets are cyclical
The Company's customers are mainly manufacturers of capital goods such as fork
lift trucks, aerial lifts and railway signaling equipment. These markets are
cyclical and are currently showing modest growth, but demand in these markets
could decrease or customers could decide to purchase alternative products. In
this event the Company's sales could decrease below its current break even
point and there is no certainty that the Company would be able to decrease
overhead expenses to enable it to operate profitably.
Single source materials and sub-contractors may not meet the Company's needs
The Company relies on certain suppliers and sub-contractors for all of its
requirements for certain components, sub-assemblies and finished products. In
the event that such suppliers and sub-contractors are unable or unwilling to
continue supplying the Company, or to meet the Company's cost and quality
targets or needs for timely delivery, there is no certainty that the Company
would be able to establish alternative sources of supply in time to meet
customer demand.
Damage to the Company's or sub-contractor's buildings would hurt results
In the controller business the majority of product is produced in a single
plant in England and uses sub-assemblies sourced from a sub-contractor with
single plant in Poland. The capacitor business is located in a single plant in
Wales. In the event that any of these plants was to be damaged or destroyed,
there is no certainty that the Company would be able to establish alternative
facilities in time to meet customer demand. The Company does carry property
damage and business interruption insurance but this may not cover certain lost
business due to the long-term nature of the relationships with many customers.
The Company risks adverse litigation impact
In fiscal 2002 the Company received a demand for repayment of an alleged
preference payment of $180,000 received from a customer in the 90 days prior
to their filing for protection under Chapter 11 during fiscal 2000. At the
time this customer filed for Chapter 11 protection it owed the Company $50,000
and this amount was fully reserved in the fiscal 2000 financial statements.
The Company is vigorously contesting this demand and believes that it has a
good defense and that its accruals for customer payments are adequate to cover
its estimated exposure to this customer.
* A) Results of Operations
2004 compared to 2003
In fiscal 2004 sales were $29,150,000 compared to $23,113,000 in 2003, an
increase of 26%. Revenues in the United States were $10,577,000, a volume
increase of $2,436,000, or 30%, compared to $8,141,000 in fiscal 2003. In
Europe and the Far East revenues of $18,573,000 were $3,601,000, or 24%,
higher than the revenues of $14,972,000 reported last year. Because these
foreign sales were denominated in currencies other than the US Dollar,
principally the Euro and the British Pound, they were subject to fluctuation
when translated into US Dollars. The Dollar weakened compared to both the Euro
and the British Pound in 2004 and the net effect of these changes in average
foreign currency exchange rates was a devaluation of the Dollar of 12%. Fiscal
2004 sales increased by $2,027,000, or 9% due to the impact of exchange rates
on reported sales in foreign currencies. Therefore shipment volumes in foreign
markets were ahead of fiscal 2003 by $1,574,000, or 11%. On a global basis
volumes were $4,010,000, or 17%, higher than last year.
In the controls business segment sales were $27,101,000, compared to
$20,730,000 last year, an increase in reported revenues of $6,371,000, or 31%.
Foreign currency changes increased reported controls segment revenues by
$1,791,000, or 9%. Therefore shipment volumes in the controls business segment
increased by $4,580,000, or 22%. In the fork lift truck market, the largest
end user market for the controls business, sales volumes decreased by 6%
compared to last year mainly due to business decreases in the United States.
Aerial lift volumes grew by 125% compared to the prior year with new business
gains in the USA, the Far East and Europe. Volumes in the airport ground
support were ahead by 61%, with this market showing some recovery from the
depressed conditions of the last two years. Sales into the mining equipment
end user market in the United States grew by 41% due to increased demand for
coal. Sales into other electric vehicle markets, such as, burden carriers,
neighborhood electric vehicles and sweepers, increased by 26% compared to
fiscal 2003.
In the capacitor business segment sales were $2,049,000 compared to $2,383,000
in last fiscal year, a decrease of $334,000, or 14%. The change in the
exchange rate of the British Pound compared to the US Dollar increased sales
measured in Dollars by $236,000, or 10%, compared to last year, therefore
capacitor shipment volumes were down by $570,000, or 24%. This decrease in
volumes was due to both a change in raw material technology resulting in lower
selling prices and decreased demand in both the railway signaling and
professional high-end audio equipment end markets.
Cost of sales was $17,605,000, compared to $14,308,000 in fiscal 2003 an
increase of $3,297,000 compared to last year. The 23% increase in cost of
sales was mainly due to higher volumes and foreign currency fluctuations; and
compares to an increase in sales of $6,037,000, or 26%. Gross profit in fiscal
2004 was $11,545,000, or 39.6% of sales, compared to $8,805,000, or 38.1%, in
the previous year. Foreign currency fluctuations increased reported gross
profit by $310,000 compared to the prior year. Excluding the effects of
foreign currency changes, gross profit increased by $2,430,000 and gross
profit before currency changes was 38.5% of sales, an increase of 1.5%
compared to fiscal 2003 due to both increased volumes and manufacturing unit
cost efficiencies.
Selling, research and administrative expenses (operating expenses) were
$10,573,000 compared to $8,654,000 last year, an increase of $1,919,000, or
22%. Foreign currency fluctuations resulted in an increase in reported
operating expenses of $721,000, or 8%. Adjusting for the effects of foreign
currencies operating expenses increased by $1,198,000, or 14%. In fiscal 2004
the Company incurred consultancy costs of $1,179,000 related to accelerated
new product engineering, which compares to $915,000 last year. In the third
quarter of fiscal 2004 the major portion of this consultancy work was
completed and the Company expects that future engineering consultancy spending
will be at significantly lower levels. During fiscal 2004 the Company has
increased its internal engineering resources to support both increased levels
of sales in 2004 and the introduction of advanced new products. In the second
half of fiscal 2004 the Company strengthened its sales and marketing
activities with the appointment of a new manager of worldwide sales and
marketing for the controls business, in preparation for the launch of the
advanced new product range. An analysis of the year-to-year change in selling,
research and administrative expenses is set out below:
Selling, research and administrative expenses (in thousands of dollars)
- ------------------------------------------------------------------------------
Reported expense in fiscal 2004 $ 10,573
Reported expense in fiscal 2003 8,654
- ------------------------------------------------------------------------------
Increase in expense 1,919
- ------------------------------------------------------------------------------
Increase (decrease) due to:
Effect of exchange rate changes 721
Additional engineering consultancy costs in fiscal 2004,
net of currency effect 139
Additional internal engineering expense, net of currency effect 487
Additional sales and marketing expense, net of currency effect 370
Other increases in operating expense - net, 202
- ------------------------------------------------------------------------------
Total increase in selling research and administrative expenses
in fiscal 2004 1,919
- ------------------------------------------------------------------------------
Operating income in the current year was $972,000 compared to $151,000 in
fiscal 2003, an increase of $821,000. Foreign currency changes resulted in a
$411,000 decrease in operating income; therefore there was a year-to-year
improvement in operating income of $1,232,000 before the impact of currencies.
This improvement in operating income before the currency impact was mainly due
to a 17% increase in shipment volumes and improved gross profit percentage
partly offset by higher operating expenses.
Interest expense in fiscal 2004 was $29,000 compared to $57,000 in the prior
year, due to decreased short-term borrowing in Europe. Interest income was
$1,000 compared to $2,000 in the prior year, due to lower cash balances. Other
expense, mainly due to foreign currency losses, was $26,000 compared to other
income of $32,000 in fiscal 2003.
Income before income taxes was $918,000 in fiscal 2004, an increase of
$790,000 compared to the previous year. Income taxes were 33.4% of pre-tax
income in fiscal 2004 compared to 35.2% in fiscal 2003. The lower tax rate was
due to most of the income in fiscal 2004 arising in Europe, where average tax
rates are lower. Net income in fiscal 2004 was $611,000, compared to $83,000
last year. In fiscal 2004 basic net income per share was $.20 and diluted net
income per share was $.19; a significant improvement compared to last year,
when both basic and diluted net income per share was $.03.
2003 compared to 2002
Sales in fiscal 2003 were $23,113,000 an increase of $1,241,000, or 6%,
compared to the previous year. Revenues in the United States were $8,141,000,
a decrease in volumes of $913,000, or 10%, compared to $9,054,000 in fiscal
2002. In Europe and the Far East revenues of $14,972,000 were $2,153,000, or
17%, higher than the revenues of $12,818,000 reported in fiscal 2002. Because
these foreign sales were denominated in currencies other than the US Dollar,
principally the Euro and the British Pound, they were subject to fluctuation
when translated into US Dollars. Both the Euro and the British Pound
strengthened compared to the Dollar in 2003 and the net effect of these
changes in average foreign currency exchange rates was to increase fiscal 2002
foreign sales when measured in Dollars by $1,885,000, or 15%. Therefore
shipment volumes in foreign markets were ahead of fiscal 2002 by $268,000, or
2%. On a global basis volumes were $645,000, or 3%, below fiscal 2002.
In the controls business segment sales were $20,730,000, compared to
$20,100,000 in the previous year, an increase in reported revenues of
$630,000, or 3%. Foreign currency changes increased reported controls segment
revenues by $1,695,000, or 8%. Therefore there was a decrease in shipment
volumes of the controls business segment of $1,065,000, or 5%. In the fork
lift truck market, the largest end user market for the controls business,
sales volumes increased by 3% compared to fiscal 2002 mainly due to business
gains in Europe and the Far East. Aerial lift volumes were down by 14%
compared to fiscal 2002 and airport ground support volumes decreased by 41%
compared to the already depressed conditions in fiscal 2002. In both of these
end user markets the world-wide slowdown in capital spending was the main
cause of the decrease. Sales into the mining equipment end user market in the
United States decreased by 13% due to lower demand for coal. Sales into other
electric vehicle markets, such as neighborhood electric vehicles, burden
carriers and sweepers, increased by 13% compared to the prior fiscal year.
Growth in the other electric vehicle market was adversely impacted by the end
of production of the Ford Th!nk neighborhood electric vehicle early in fiscal
2003.
In the capacitor business segment sales were $2,383,000 compared to $1,772,000
in the previous fiscal year, a gain of $611,000, or 34%. The change in the
exchange rate of the British Pound compared to the US Dollar increased sales
measured in Dollars by $190,000, or 11%, compared to the previous year,
therefore capacitor shipment volumes were up by $421,000, or 24%. Both the
railway signaling and professional high-end audio equipment end markets
recorded higher volumes compared to fiscal 2002.
Cost of sales was $14,308,000, compared to $13,909,000 in fiscal 2002 an
increase of $399,000, or 3%, compared to the previous year. This compares to
an increase in sales of $1,241,000, or 6%. Gross profit in fiscal 2003 was
$8,805,000, or 38.1% of sales, compared to $7,963,000, or 36.4% of sales, in
2002. Foreign currency fluctuations increased reported gross profit by
$780,000 compared to fiscal 2002. Excluding the effects of foreign currency
changes, gross profit increased by $62,000 and gross profit was 37.0% of
sales, an increase of 0.6% compared to fiscal 2002. For several years the
Company had outsourced a significant proportion of its manufacturing to
Eastern Europe and this transition was completed in 2003. This has resulted in
lower product costs. In the fourth quarter of fiscal 2003, there was an
increase in the reserves for slow moving and obsolete inventory of $205,000,
which adversely impacted gross profit. This resulted from a detailed review of
inventories in connection with the outsourcing program.
Selling, research and administrative expenses (operating expenses) were
$8,654,000 compared to $7,918,000 in fiscal 2002, an increase of $736,000, or
9%. Foreign currency fluctuations resulted in an increase in reported
operating expenses of $470,000. Before the effects of foreign currencies
operating expenses increased by $266,000, or 3%. In fiscal 2003 the Company
incurred consultancy costs of $915,000 principally due to accelerated new
product engineering, which compares to $543,000 for new product engineering
and new computer systems consultancy last year. In fiscal 2002 the Company
incurred an additional expense of $209,000 relating to its UK pension plan. An
analysis of the year-to-year change in selling, research and administrative
expenses is set out below:
Selling, research and administrative expenses (in thousands of dollars)
- ------------------------------------------------------------------------------
Reported expense in fiscal 2003 $ 8,654
Reported expense in fiscal 2002 7,918
- ------------------------------------------------------------------------------
Increase in expense 736
Increase (decrease) due to:
Effect of exchange rate changes 470
Additional consultancy costs in fiscal 2003 372
Additional pension expense recorded in fiscal 2002 (209)
Other increases in operating expense - net, 103
- ------------------------------------------------------------------------------
Total increase in selling research and administrative expenses
in fiscal 2003 736
- ------------------------------------------------------------------------------
Operating income in fiscal 2003 was $151,000 compared to $45,000 in fiscal
2002, an increase of $106,000. Foreign currency changes resulted in a $310,000
increase in operating income therefore there was a year-to-year decrease in
operating income of $204,000 before the impact of currencies. The decrease in
operating income before the currency impact was mainly due to a 5% decrease in
shipment volumes and higher operating expenses, less the small improvement in
gross profit percentage.
Interest expense in fiscal 2003 was $57,000 compared to $39,000 in fiscal
2002, due to higher short-term borrowing in Europe. Interest income was $2,000
compared to $9,000 in the prior year, due to lower cash balances. Other
income, mainly due to foreign currency gains, was $32,000 compared to $73,000
in the previous year.
Income before income taxes was $128,000 in fiscal 2003, an increase of $40,000
compared to fiscal 2002. Income taxes were 35.2% of pre-tax income in both
fiscal 2003 and 2002. Net income in fiscal 2003 was $83,000, or $.03 per
share, both basic and diluted. In fiscal 2002 net income was $57,000, or $.02
per share, both basic and diluted. Net income increased by $26,000 or $.01 per
share compared to the previous year.
* B) Liquidity and Capital Resources
The Company's cash flow from operating activities for fiscal 2004 was
$1,071,000 compared to $447,000 last year. Acquisitions of property, plant and
equipment amounted to $628,000 compared to $564,000 in fiscal 2003. Quarterly
dividend payments were at the rate of $.03 per share throughout both fiscal
2004 and 2003. In fiscal 2002 quarterly dividends were reduced twice, from
$.18 per share to $.09 per share in the first quarter and then to $.03 per
share in the fourth quarter. In the last two fiscal years dividend payments
amounted to $375,000 per year compared to $1,401,000 in 2002. Exchange rate
changes increased cash by $313,000 in fiscal 2004 compared to $321,000 last
year. In fiscal 2004 cash balances increased by $381,000, compared to a
decrease of $171,000 in 2003. The main changes in working capital in fiscal
2004 which increased by $129,000, were an increase in receivables of
$1,971,000, less an increase in accounts payable of $1,511,000, both changes
were mainly due to higher shipments. Inventories increased by $44,000, or 2%,
which compares with an increase in sales of 26%. Accrued compensation and
expenses increased by $218,000 and income taxes were $295,000 higher than last
year.
The Company has no long-term debt and has overdraft facilities in the United
Kingdom (UK) amounting to $1,991,000 and in France of $124,000. These
facilities were unused at September 30, 2004 and September 30, 2003. During
fiscal 2004 the peak borrowing under these facilities was $640,000 compared to
$1,131,000 in fiscal 2003 and the average level of borrowing was $202,000
compared to $555,000 last year. The UK overdraft facilities are secured by all
of the Company's assets in the UK and are due for renewal in September 2005
but, in line with normal practice in Europe, can be withdrawn on demand by the
bank. The French overdraft facilities are unsecured and are due for renewal in
September 2005 but, in line with normal practice in Europe, can be withdrawn
on demand by the bank.
At September 30, 2004 the Company's cash balances were $905,000 and there was
no short-term or long-term debt. The Company has, since January 1990,
maintained a program of regular cash dividends. The dividends amounted to
$94,000 per quarter in fiscal 2004. In the opinion of management, the
Company's requirements for working capital to meet future business growth can
be met by a combination of existing cash resources, future earnings and
existing borrowing facilities in Europe. The Company's capital expenditures
are not expected, on average over a two to three year period, to exceed the
depreciation charge which over the last three fiscal years averaged $583,000.
There were no significant capital expenditure commitments at September 30,
2004. Tech/Ops Sevcon's resources, in the opinion of management, are adequate
for projected operations and capital spending programs, as well as
continuation of cash dividends.
* C) Off balance sheet arrangements
The Company does not have any off balance sheet financing or arrangements.
* D) Contractual Obligations
Set out below are the Company's contractual obligations at September 30, 2004:
(in thousands of dollars)
- ------------------------------------------------------------------------------
Less than 1 - 3 3 - 5 More than
Total 1 year years years 5 years
- ------------------------------------------------------------------------------
Long-term debt obligations $ - $ - $ - $ - $ -
Capital lease obligations - - - - -
Operating lease obligations 2,833 207 394 394 1,838
Purchase Obligations 2,577 2,577 - - -
Other long term liabilities - - - - -
- ------------------------------------------------------------------------------
Total $5,410 $2,784 $ 394 $ 394 $1,838
- ------------------------------------------------------------------------------
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's operations are sensitive to a number of market factors any one
of which could materially adversely affect its results of operations in any
given year. Other risks dealing with contingencies are described in Note 5 to
the Company's Consolidated Financial Statements included under Item 8 and
other risks are described under the caption Risk Factors in Management's
discussion and analysis of financial condition and results of operations
above.
Foreign currency risk
The Company sells to customers throughout the industrialized world. The
majority of the Company's products are manufactured in the United Kingdom. In
fiscal 2004 approximately 36% of the Company's sales were made in US Dollars,
27% were made in British Pounds and 37% were made in Euros. Over 90% of the
Company's cost of sales was incurred in British Pounds. This resulted in the
Company's sales and margins being exposed to fluctuations due to the change in
the exchange rates of the US Dollar, the British Pound and the Euro.
In addition, the translation of the sales and income of foreign subsidiaries
into US Dollars is also subject to fluctuations in foreign currency exchange
rates.
The Company undertakes hedging activities to manage the foreign exchange
exposures related to forecast purchases and sales in foreign currency and the
associated foreign currency denominated receivables and payables. The Company
does not engage in speculative foreign exchange transactions. Details of this
hedging activity and the underlying exposures are contained in Note (1) J. to
the Company's consolidated financial statements included under Item 8.
Because the difference between the spot and hedged foreign exchange rates at
September 30, 2004 was less than 2%, and amounted to $62,000, the risk of
default by counterparties is not material to the Company.
Interest Rate Risk
The Company does not currently have any interest bearing debt. The Company
does invest surplus funds in instruments with maturities of less than 12
months at both fixed and floating interest rates. The Company incurs short-
term borrowings from time-to-time on its overdraft facilities in Europe at
variable interest rates. Due to the short-term nature of the Company's
investments at September 30, 2004 the risk arising from changes in interest
rates was not material.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED BALANCE SHEETS
Tech/Ops Sevcon, Inc. and Subsidiaries
September 30, 2004 and 2003 (in thousands of dollars except per share data)
- ------------------------------------------------------------------------------
ASSETS 2004 2003
- ------------------------------------------------------------------------------
Current assets:
Cash and cash equivalents $ 905 $ 524
Receivables, net of allowances for doubtful accounts
of $192 in 2004 and $245 in 2003 6,109 4,138
Inventories 4,043 3,999
Prepaid expenses and other current assets 931 762
- ------------------------------------------------------------------------------
Total current assets 11,988 9,423
- ------------------------------------------------------------------------------
Property, plant and equipment, at cost:
Land and improvements 25 23
Buildings and improvements 2,186 2,008
Equipment 7,059 6,069
- ------------------------------------------------------------------------------
9,270 8,100
Less: accumulated depreciation and amortization 6,085 5,174
- ------------------------------------------------------------------------------
Net property, plant and equipment 3,185 2,926
- ------------------------------------------------------------------------------
Goodwill 1,435 1,435
- ------------------------------------------------------------------------------
Total assets $16,608 $13,784
- ------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' INVESTMENT
- ------------------------------------------------------------------------------
Current liabilities:
Accounts payable $ 3,001 $ 1,490
Dividend payable 94 94
Accrued compensation and related costs 979 792
Other accrued expenses 1,562 1,531
Accrued and deferred taxes on income 447 152
- ------------------------------------------------------------------------------
Total current liabilities 6,083 4,059
- ------------------------------------------------------------------------------
Deferred taxes on income 61 77
- ------------------------------------------------------------------------------
Commitments and contingencies (note 5)
- ------------------------------------------------------------------------------
Stockholders' investment
Preferred stock, par value $.10 per share - authorized -
1,000,000 shares; outstanding - none - -
Common stock, par value $.10 per share - authorized -
8,000,000 shares; outstanding
3,125,051 shares in 2004 and 2003 313 313
Premium paid in on common stock 4,047 4,047
Retained earnings 6,133 5,897
Cumulative other comprehensive loss (29) (609)
- ------------------------------------------------------------------------------
Total stockholders' investment 10,464 9,648
- ------------------------------------------------------------------------------
Total liabilities and stockholders' investment $16,608 $13,784
- ------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
CONSOLIDATED STATEMENTS OF INCOME
Tech/Ops Sevcon, Inc. and Subsidiaries
For the Years ended September 30, 2004, 2003 and 2002
(in thousands except per share data)
- ------------------------------------------------------------------------------
2004 2003 2002
- ------------------------------------------------------------------------------
Net sales $29,150 $23,113 $21,872
- ------------------------------------------------------------------------------
Costs and expenses:
Cost of sales 17,605 14,308 13,909
Selling, research and administrative 10,573 8,654 7,918
- ------------------------------------------------------------------------------
28,178 22,962 21,827
- ------------------------------------------------------------------------------
Operating income 972 151 45
Interest expense (29) (57) (39)
Interest income 1 2 9
Other income (expense), net (26) 32 73
- ------------------------------------------------------------------------------
Income before income taxes 918 128 88
Income taxes (307) (45) (31)
- ------------------------------------------------------------------------------
Net income $ 611 $ 83 $ 57
- ------------------------------------------------------------------------------
Basic income per share $ .20 $ .03 $ .02
- ------------------------------------------------------------------------------
Diluted income per share $ .19 $ .03 $ .02
- ------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Tech/Ops Sevcon, Inc. and Subsidiaries
For the Years ended September 30, 2004, 2003 and 2002
(in thousands of dollars)
- ------------------------------------------------------------------------------
2004 2003 2002
- ------------------------------------------------------------------------------
Net income $ 611 $ 83 $ 57
Foreign currency translation adjustment 574 481 473
Changes in fair market value of cash flow hedges 6 6 (104)
- ------------------------------------------------------------------------------
Comprehensive income $ 1,191 $ 570 $ 426
- ------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
Tech/Ops Sevcon, Inc. and Subsidiaries
For the Years ended September 30, 2004, 2003 and 2002
(in thousands of dollars except per share data)
- ------------------------------------------------------------------------------
Premium
paid Cumulative Total
in on other stock-
Common Treasury common Retained comprehensive holders'
stock stock stock earnings income (loss) investment
- ------------------------------------------------------------------------------
Balance September
30, 2001 $ 311 $ (49) $3,925 $7,237 $(1,465) $9,959
Net income - - - 57 - 57
Dividends ($.30
per share) - - - (935) - (935)
Currency trans-
lation adjustment - - - - 473 473
Exercise of stock
options 2 49 136 (170) - 17
Tax effect of
exercise of
stock options - - (14) - - (14)
Change in fair
market value of
cash flow hedge - - - - (104) (104)
- ------------------------------------------------------------------------------
Balance September
30, 2002 313 - 4,047 6,189 (1,096) 9,453
Net income - - - 83 - 83
Dividends ($.12
per share) - - - (375) - (375)
Currency translation
adjustment - - - - 481 481
Change in fair
market value of
cash flow hedge - - - - 6 6
- ------------------------------------------------------------------------------
Balance September
30, 2003 313 - 4,047 5,897 (609) 9,648
Net income - - - 611 - 611
Dividends ($.12
per share) - - - (375) - (375)
Currency translation
adjustment - - - - 574 574
Change in fair
market value of
cash flow hedge - - - - 6 6
- ------------------------------------------------------------------------------
Balance September
30, 2004 $ 313 $ - $4,047 $6,133 $ (29) $10,464
- ------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Tech/Ops Sevcon, Inc. and Subsidiaries
For the Years ended September 30, 2004, 2003 and 2002
(in thousands of dollars)
- ------------------------------------------------------------------------------
2004 2003 2002
- ------------------------------------------------------------------------------
Cash flow from operating activities:
Net income $ 611 $ 83 $ 57
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation and amortization 630 575 544
Deferred tax provision / benefit (41) (201) (124)
Increase (decrease) in cash resulting from
changes in operating assets and liabilities:
Receivables (1,971) (150) 1,207
Inventories (44) 138 705
Prepaid expenses and other current assets (138) (32) 122
Accounts payable 1,511 84 (1,205)
Accrued compensation and expenses 218 (42) 243
Accrued and deferred taxes on income 295 (8) (142)
- ------------------------------------------------------------------------------
Net cash generated from operating activities 1,071 447 1,407
- ------------------------------------------------------------------------------
Cash flow used by investing activities:
Acquisition of property, plant and equipment (628) (564) (287)
- ------------------------------------------------------------------------------
Net cash used by investing activities (628) (564) (287)
- ------------------------------------------------------------------------------
Cash flow used by financing activities:
Purchase of common stock - - (170)
Exercise of stock options - - 187
Dividends paid (375) (375) (1,401)
- ------------------------------------------------------------------------------
Net cash used by financing activities (375) (375) (1,384)
- ------------------------------------------------------------------------------
Effect of exchange rate changes on cash 313 321 147
- ------------------------------------------------------------------------------
Net increase (decrease) in cash 381 (171) (117)
Beginning balance - cash and cash equivalents 524 695 812
- ------------------------------------------------------------------------------
Ending balance - cash and cash equivalents $ 905 $ 524 $ 695
- ------------------------------------------------------------------------------
Supplemental disclosure of cash flow information:
Cash paid for income taxes $ 44 $ 237 $ 238
Cash paid for interest $ 29 $ 57 $ 39
- ------------------------------------------------------------------------------
Supplemental disclosure of non-cash financing activity:
Dividend declared $ 94 $ 94 $ 94
- ------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Tech/Ops Sevcon, Inc. and Subsidiaries
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Basis of presentation
The accompanying consolidated financial statements include the accounts of
Tech/Ops Sevcon, Inc. (Tech/Ops Sevcon), Sevcon, Inc., Sevcon Limited and
subsidiaries, Sevcon SA and Sevcon Asia Limited. All material intercompany
transactions have been eliminated. Certain prior year amounts have been
reclassified to conform to the current year presentation.
B. Revenue recognition
The Company recognizes revenue upon shipment of its products. The Company's
only post shipment obligation relates to warranty in the normal course of
business for which ongoing reserves, which management believes to be adequate,
are maintained.
C. Research and development
The cost of research and development programs is charged against income as
incurred and amounted to approximately $3,952,000 in 2004, $2,976,000 in 2003
and $2,415,000 in 2002. This expense is included in selling, research and
administrative expense in the income statement. Research and development
expense was 13.6% of sales in 2004 compared to 12.9% in 2003 and 11.0% in
2002. Research and development expense in fiscal 2004 increased by $976,000,
or 33% compared to last fiscal year. This increase was principally due to
consultancy costs on advanced new product development, recruitment of
additional internal engineering resources and currency fluctuations.
D. Depreciation and maintenance
Plant and equipment are depreciated on a straight-line basis over their
estimated useful lives, which are primarily fifty years for buildings and
seven years for equipment. Maintenance and repairs are charged to expense and
renewals and betterments are capitalized.
E. Stock based compensation plans
Statement of Financial Accounting Standards Board ("SFAS") # 123 "Accounting
for Stock-Based Compensation" as amended by 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 prescribed by Accounting Principles Board ("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 #123, the Company's net income and earnings per share
would have equaled the following pro forma amounts:
- ------------------------------------------------------------------------------
(in thousands of dollars except per share data)
- ------------------------------------------------------------------------------
2004 2003 2002
- ------------------------------------------------------------------------------
Net income As reported $ 611 $ 83 $ 57
Pro forma $ 545 $ 17 $ 4
Basic net income per share As reported $ .20 $ .03 $ .02
Pro forma $ .17 $ .01 $ .00
Diluted net income per share As reported $ .19 $ .03 $ .02
Pro forma $ .17 $ .01 $ .00
- ------------------------------------------------------------------------------
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 3%;
expected dividend yield of 2.7%; expected life of 7 years; expected volatility
of 47%. There were no grants in fiscal 2004.
F. Income taxes
Tech/Ops Sevcon files tax returns in the respective countries in which it
operates. The financial statements reflect the current and deferred tax
consequences of all events recognized in the financial statements or tax
returns.
G. Inventories
Inventories are priced at the lower of cost or market. Inventory costs include
materials, direct labor and manufacturing overhead, are relieved from
inventory on a first-in, first-out basis and are comprised of:
- ------------------------------------------------------------------------------
(in thousands of dollars)
- ------------------------------------------------------------------------------
2004 2003
- ------------------------------------------------------------------------------
Raw materials $ 2,076 $ 1,963
Work-in-process 177 207
Finished goods 1,790 1,829
- ------------------------------------------------------------------------------
$ 4,043 $ 3,999
- ------------------------------------------------------------------------------
H. Accounts receivable
In the normal course of business, the Company provides credit to customers,
performs credit evaluations of these customers, monitors payment performance,
and maintains reserves for potential credit losses in the allowance for
doubtful accounts which, when realized, have historically been within the
range of the Company's reserves.
I. Translation of foreign currencies
Tech/Ops Sevcon translates the assets and liabilities of its foreign
subsidiaries at the current rate of exchange, and income statement accounts at
the average exchange rates in effect during the period. Gains or losses from
foreign currency translation are credited or charged to cumulative translation
adjustment included in the statement of comprehensive income and as a
component of cumulative other comprehensive income in stockholders' investment
in the balance sheet. Foreign currency transaction gains and losses are
included in costs and expenses.
J. Derivative instruments and hedging
The Company accounts for derivative instruments and hedging under SFAS #133
which requires that all derivatives, including foreign currency exchange
contracts, be recognized on the balance sheet at fair value. Derivatives that
are not hedges must be recorded at fair value through earnings. If a
derivative is a hedge, depending on the nature of the hedge, changes in the
fair value of the derivative are either offset against the change in fair
value of assets, liabilities or firm commitments through earnings or
recognized in other comprehensive income until the hedged item is recognized
in earnings. The ineffective portion of a derivative's change in fair value is
immediately recognized in earnings.
The Company sells to customers throughout the industrialized world. The
majority of the Company's products are manufactured in the United Kingdom.
Approximately 36% of the Company's sales are made in US Dollars, 27% are made
in British Pounds and 37% are made in Euros. Over 90% of the Company's cost of
sales is incurred in British Pounds. This results in the Company's sales and
margins being exposed to fluctuations due to the change in the exchange rates
of US Dollar, the British Pound and the Euro.
Forward foreign exchange contracts are used primarily by the Company to hedge
the operational ("cash-flow" hedges) and balance sheet ("fair value" hedges)
exposures resulting from changes in foreign currency exchange rates described
above. These foreign exchange contracts are entered into to hedge anticipated
intercompany product purchases and third party sales and the associated
accounts payable and receivable made in the normal course of business.
Accordingly, these forward foreign exchange contracts are not speculative in
nature. As part of its overall strategy to manage the level of exposure to the
risk of foreign currency exchange rate fluctuations, the Company hedges a
portion of its foreign currency exposures anticipated over the ensuing 9-month
period. At September 30, 2004, the Company had effectively hedged
approximately 26% of its estimated foreign currency exposures that principally
relate to anticipated cash flows to be remitted to the UK over the next year,
using foreign exchange contracts that have maturities of twelve months or
less. The Company does not hold or transact in financial instruments for
purposes other than risk management.
Under hedge accounting, the Company records its foreign currency exchange
contracts at fair value in its consolidated balance sheet as other current
assets and a portion of the related gains or losses on these hedge contracts
related to anticipated transactions are deferred as a component of other
comprehensive income. These deferred gains and losses will be recognized in
income in the period in which the underlying anticipated transaction occurs.
Unrealized gains and losses resulting from the impact of currency exchange
rate movements on forward foreign exchange contracts designated to offset
certain functional currency denominated assets are recognized as other income
or expense in the period in which the exchange rates change and offset the
foreign currency losses and gains on the underlying exposures being hedged.
The Company discontinues hedge accounting prospectively when (1) it is
determined that the derivative is no longer effective in offsetting changes in
fair value or cash flows of a hedged item (including forecasted transactions);
(2) the derivative is sold or terminated; (3) the derivative is de-designated
as a hedge instrument, because it is unlikely that a forecasted transaction
will occur or a balance sheet exposure ceases to exist; or (4) management
determines that designation of the derivative as a hedge instrument is no
longer appropriate.
The following table provides information about the Company's foreign currency
derivative financial instruments outstanding as of September 30, 2004 and
2003. The information is provided in US Dollar amounts, as presented in the
Company's consolidated financial statements. The table presents the notional
amount (at contract exchange rates) and the weighted average contractual
foreign currency exchange rates. All contracts mature within twelve months.
Foreign currency spot/forward contracts:
- ------------------------------------------------------------------------------
(in thousands, except average contract rates)
- ------------------------------------------------------------------------------
2004 2003
- ------------------------------------------------------------------------------
Notional Average Notional Average
Amount Contract Rate Amount Contract Rate
Sell Euros for British
Pounds $1,984 1.47 EURO = 1 BPS $ 699 1.43 EURO = 1 BPS
Sell US Dollars for British
Pounds $2,450 $1.75 = 1 BPS $ 450 $1.60 = 1BPS
- ------------------------------------------------------------------------------
Total $4,434 $1,149
- ------------------------------------------------------------------------------
Estimated fair value * $ 62 $ 9
- ------------------------------------------------------------------------------
Amount recorded as other
comprehensive income $ 6 $ 6
- ------------------------------------------------------------------------------
*The estimated fair value is based on the estimated amount at which the
contracts could be settled based on forward exchange rates.
K. Cash equivalents and short-term investments
The Company considers all highly liquid investments with a maturity of 90 days
or less to be cash equivalents. Highly liquid investments with maturities
greater than 90 days and less than one year are classified as short-term
investments.
Such investments are generally money market funds, bank certificates of
deposit, US Treasury bills and short-term bank deposits in Europe.
L. Earnings per share
Basic and diluted net income per common share for the three years ended
September 30, 2004 are calculated as follows:
- ------------------------------------------------------------------------------
(in thousands except per share data)
- ------------------------------------------------------------------------------
2004 2003 2002
- ------------------------------------------------------------------------------
Net income $ 611 $ 83 $ 57
Weighted average shares outstanding 3,125 3,125 3,117
Basic income per share $ .20 $ .03 $ .02
- ------------------------------------------------------------------------------
Options outstanding - common stock equivalents 22 4 7
Average common and common equivalent shares
outstanding 3,147 3,129 3,124
Diluted income per share $ .19 $ .03 $ .02
- ------------------------------------------------------------------------------
M. Use of estimates in the preparation of financial statements
The presentation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities as of the date of the financial statements
and the reported amounts of income and expenses during the reporting periods.
The most significant estimates and assumptions made by management include bad
debt, inventory and warranty reserves, goodwill impairment assessment and
pension plan assumptions. Operating results in the future could vary from the
amounts derived from management's estimates and assumptions.
N. Fair value of financial instruments
The Company's financial instruments consist mainly of cash and cash
equivalents, short-term investments, accounts receivable and accounts payable.
The carrying amount of these financial instruments as of September 30, 2004,
approximates fair value due to the short-term nature of these instruments.
O. Goodwill
The amount by which the cost of purchased businesses included in the
accompanying financial statements exceeded the fair value of net assets at the
date of acquisition has been recorded as "goodwill". The Company assesses the
carrying value of this asset whenever events or changes in circumstances
indicate that this value has diminished. The Company considers the future
profitability of the business in assessing the value of this asset. The excess
related to acquisitions initiated prior to November 1, 1970 ($1,435,000) is
not being amortized.
In June 2001, the FASB issued SFAS #142, "Goodwill and Other Intangible
Assets", which establishes new accounting and reporting standards for
goodwill. Under SFAS #142 goodwill is no longer amortized however companies
are required to assess the impairment of the goodwill at least annually based
on a fair-value analysis. The Company previously did not amortize its goodwill
since it relates to acquisitions initiated prior to November 1, 1970. The
Company adopted SFAS #142 effective October 1, 2001. The adoption of SFAS #142
did not have a material impact on the Company's financial condition or results
of operations.
The Company performs an annual assessment of goodwill impairment and has
determined that goodwill has not been impaired.
P. New Accounting Pronouncements
In December 2003, the Financial Accounting Standards Board issued SFAS #132R,
"Employers' Disclosures about Pensions and Other Postretirement Benefits".
This Statement revises employers' disclosures about pension plans and other
postretirement benefit plans. It does not change the measurement or
recognition of those plans required by FASB Statements #87, "Employers'
Accounting for Pensions", #88, "Employers' Accounting for Settlements and
Curtailments of Defined Benefit Pension Plans and for Termination Benefits",
and #106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions". This Statement retains the disclosure requirements contained in
FASB Statement #132, "Employers' Disclosures about Pensions and Other
Postretirement Benefits", which it replaces. It requires additional
disclosures to those in the original Statement #132 about the assets,
obligations, cash flows, and net periodic benefit cost of defined benefit
pension plans and other defined benefit postretirement plans. The Company
adopted the provisions of SFAS #132R on January 1, 2004. The adoption of this
pronouncement did not have a material effect on the Company's financial
position, results from operations or cash flows.
(2) CAPITAL STOCK
Tech/Ops Sevcon, Inc. has two classes of capital stock, preferred and common.
There are authorized 1,000,000 shares of preferred stock, $.10 par value and
8,000,000 shares of common stock, $.10 par value.
In connection with the exercise of employee stock options, the Company
repurchased 18,569 'mature' shares from employees in fiscal 2002.
(3) STOCK-BASED COMPENSATION PLANS
In January 2004 the stockholders approved amendments to the Company's 1996
Equity Incentive Plan which modified the types of awards available under the
plan and certain conditions of the plan. Furthermore, under the 1998 Directors
Stock Option Plan no new options will be granted and the remaining 20,000
shares available for grant under that plan became issuable under the 1996
Equity Incentive Plan.
Under the Company's 1996 Equity Incentive Plan there were 141,000 shares
reserved and available for grant at September 30, 2004. No options were
granted or exercised in fiscal 2004. Options for 77,000 shares were granted in
fiscal 2003 and options for 10,000 shares were granted in fiscal 2002. Options
for 34,000 shares were exercised in fiscal 2002 and in connection with the
exercise of these options the Company repurchased 18,569 mature shares from
employees resulting in a net increase in issued shares of 15,431.
Recipients of grants or options must execute a standard form of non-
competition agreement. This plan provides for the grant of Restricted Stock,
Restricted Stock Units, Options, and Stock Appreciation Rights (SARs). Stock
Appreciation Rights may be awarded either separately, or in relation to
options granted, and for the grant of bonus shares. Options granted are
exercisable at a price not less than fair market value on the date of grant.
No Restricted Stock, Restricted Stock Units or SARs had been granted at
September 30, 2004.
In November 2004 35,000 shares of restricted stock were granted to employees
under the 1996 Equity Incentive Plan. The restricted shares will vest in five
equal annual installments, provided that they will fully vest upon the
recipient's Death or Disability or upon a Change of Control (as each is
defined in the Plan). If the recipient's employment with the Company is
terminated for any reason other than the recipient's Death or Disability, any
unvested shares will be forfeited and returned to the Company, unless the
Compensation Committee determines otherwise in its discretion.
Under the 1998 Directors Option Plan options for 5,000 shares were granted to
a new director in July 2003 and are outstanding. Options for a total of 25,000
shares granted to 5 directors in 1998 are also outstanding.
Option transactions under the plans for the three years ended September 30,
2004 were as follows:
- ------------------------------------------------------------------------------
Shares under Weighted average
option exercise price
- ------------------------------------------------------------------------------
Outstanding at September 30, 2001 143,500 $11.20
Granted in 2002 10,000 9.60
Cancelled in 2002 (5,000) 13.97
Exercised in 2002 (34,000) 4.97
- ------------------------------------------------------------------------------
Outstanding at September 30, 2002 114,500 12.79
Granted in 2003 82,000 4.47
Cancelled in 2003 (3,500) 10.91
- ------------------------------------------------------------------------------
Outstanding at September 30, 2003 193,000 9.29
Cancelled in 2004 (5,000) 4.37
- ------------------------------------------------------------------------------
Outstanding at September 30, 2004 188,000 $ 9.42
- ------------------------------------------------------------------------------
Exercisable at September 30, 2004 77,900 $11.74
- ------------------------------------------------------------------------------
Details of options outstanding at September 30, 2004 were as follows:
- ------------------------------------------------------------------------------
Shares Weighted average
Price range under option remaining contractual life
- ------------------------------------------------------------------------------
$ 4.37 - $ 6.56 77,000 9 years
$ 6.57 - $ 9.85 10,000 7 years
$ 9.86 - $14.79 76,000 4 years
$14.80 - $22.20 25,000 3 years
- ------------------------------------------------------------------------------
188,000 5 years
- ------------------------------------------------------------------------------
(4) INCOME TAXES
The domestic and foreign components of income before income taxes are as
follows:
- ------------------------------------------------------------------------------
(in thousands of dollars)
- ------------------------------------------------------------------------------
2004 2003 2002
- ------------------------------------------------------------------------------
Domestic $ 5 $ (497) $ 215
Foreign 913 625 (127)
- ------------------------------------------------------------------------------
$ 918 $ 128 $ 88
- ------------------------------------------------------------------------------
The components of the provision / (benefit) for income taxes for the years
ended September 30, 2004, 2003 and 2002 are as follows:
- ------------------------------------------------------------------------------
(in thousands of dollars)
- ------------------------------------------------------------------------------
2004
- ------------------------------------------------------------------------------
Current Deferred Total
Federal $ 26 $ (25) $ 1
State 21 (5) 16
Foreign 299 (9) 290
- ------------------------------------------------------------------------------
$ 346 $ (39) $ 307
- ------------------------------------------------------------------------------
2003
- ------------------------------------------------------------------------------
Current Deferred Total
Federal $ - $ (151) $ (151)
State 5 (31) (26)
Foreign 241 (19) 222
- ------------------------------------------------------------------------------
$ 246 $ (201) $ 45
- ------------------------------------------------------------------------------
2002
- ------------------------------------------------------------------------------
Current Deferred Total
Federal $ 80 $ (31) $ 49
State 35 (6) 29
Foreign 40 (87) (47)
- ------------------------------------------------------------------------------
$ 155 $ (124) $ 31
- ------------------------------------------------------------------------------
The provision for income taxes in each period differs from that which would be
computed by applying the statutory US Federal income tax rate to the income
before income taxes. The following is a summary of the major items affecting
the provision:
- ------------------------------------------------------------------------------
(in thousands of dollars)
- ------------------------------------------------------------------------------
2004 2003 2002
- ------------------------------------------------------------------------------
Statutory Federal income tax rate 34% 34% 34%
Computed tax provision at statutory rate $ 312 $ 44 $ 30
Increases (decreases) resulting from:
Foreign tax rate differentials (28) (23) 5
State taxes net of federal tax benefit 1 (17) 19
Change in deferred tax valuation allowance (15) - -
Foreign tax credits and other 37 41 (23)
- ------------------------------------------------------------------------------
Income tax provision in the Statement of Income $ 307 $ 45 $ 31
- ------------------------------------------------------------------------------
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. A valuation allowance
is provided for deferred tax assets if it is more likely than not that these
items will either expire before the Company is able to realize the benefit, or
that future deductibility is uncertain. The significant items comprising the
domestic and foreign deferred tax accounts at September 30, 2004 and 2003 are
as follows:
- ------------------------------------------------------------------------------
(in thousands of dollars)
- ------------------------------------------------------------------------------
2004
- ------------------------------------------------------------------------------
Domestic Foreign Foreign
current current long-term
- ------------------------------------------------------------------------------
Assets:
Pension accruals (prepaid) $ 252 $ (8) $ -
Inventory basis differences 105 31 -
Warranty reserves 47 - -
Foreign tax credit carry forwards 181 - -
Other (net) 103 29 -
- ------------------------------------------------------------------------------
688 52 -
Liabilities:
Property basis differences - - (61)
- ------------------------------------------------------------------------------
Net asset (liability) 688 52 (61)
Valuation allowance (205) - -
- ------------------------------------------------------------------------------
Net deferred tax asset (liability) $ 483 $ 52 $ (61)
- ------------------------------------------------------------------------------
2003
- ------------------------------------------------------------------------------
Domestic Foreign Foreign
current current long-term
- ------------------------------------------------------------------------------
Assets:
Pension accruals (prepaid) $ 257 $ (2) $ -
Inventory basis differences 107 37 -
Warranty reserves 62 - -
Foreign tax credit carry forwards 123 - -
Other (net) 124 22 -
- ------------------------------------------------------------------------------
673 57 -
Liabilities:
Property basis differences - - (77)
- ------------------------------------------------------------------------------
Net asset (liability) 673 57 (77)
Valuation allowance (220) - -
- ------------------------------------------------------------------------------
Net deferred tax asset (liability) $ 453 $ 57 $ (77)
- ------------------------------------------------------------------------------
(5) COMMITMENTS AND CONTINGENCIES
In fiscal 2002 the Company received a demand for repayment of an alleged
preference payment of $180,000 received from a customer in the 90 days prior
to their filing for protection under Chapter 11 during fiscal 2000. At the
time this customer filed for Chapter 11 protection it owed the Company $50,000
and this amount was fully reserved in the fiscal 2000 financial statements.
The Company is vigorously contesting this demand and believes that it has a
good defense and that its accruals for payments to customers are adequate to
cover its estimated exposure to this customer.
Tech/Ops Sevcon is involved in various other legal proceedings in the ordinary
course of business but believes that it is remote that the outcome will be
material to operations.
The Company maintains a directors' retirement plan which provides for certain
retirement benefits to non-employee directors. Effective January 1997 the plan
was frozen and no further benefits are being accrued. While the cost of the
plan has been fully charged to expense, the plan is not separately funded. The
estimated maximum liability which has been recorded based on the cost of
buying deferred annuities at September 30, 2004 was $201,000.
Minimum rental commitments under all non-cancelable leases are as follows for
the years ended September 30: 2005 - $207,000; 2006 - $197,000; 2007 -
$197,000; 2008 - $197,000; 2009 - $197,000 and $1,838,000 thereafter. Net
rentals of certain land, buildings and equipment charged to expense were
$207,000 in 2004, $195,000 in 2003, and $178,000 in 2002.
The UK subsidiaries of the Company have given to a bank a security interest in
all of their assets as security for overdraft facilities of $1,991,000. There
were no amounts outstanding on the overdraft facilities at September 30, 2004
or 2003.
(6) EMPLOYEE BENEFIT PLANS
Tech/Ops Sevcon has defined benefit plans covering the majority of its US and
UK employees. There is also a small defined contribution plan. The following
table sets forth the estimated funded status of these defined benefit plans
and the amounts recognized by Tech/Ops Sevcon. The Company uses a September
30 measurement date for its pension plans.
- ------------------------------------------------------------------------------
(in thousands of dollars)
- ------------------------------------------------------------------------------
2004 2003
- ------------------------------------------------------------------------------
Change in benefit obligation:
Benefit obligation at beginning of year $12,486 $11,010
Service cost 446 432
Interest cost 844 773
Plan participants contributions 199 194
Actuarial (gain) loss (487) (373)
Benefits paid (38) (109)
Foreign currency exchange rate changes 968 559
- ------------------------------------------------------------------------------
Benefit obligation at end of year 14,418 12,486
- ------------------------------------------------------------------------------
Change in plan assets:
Fair value of plan assets at beginning of year 10,797 9,828
Return on plan assets 555 (57)
Employer contributions 518 452
Plan participants contributions 199 201
Benefits paid (38) (112)
Foreign currency exchange rate changes 868 485
- ------------------------------------------------------------------------------
Fair value of plan assets at end of year 12,899 10,797
- ------------------------------------------------------------------------------
Funded status (1,519) (1,689)
Unrecognized transition obligation (asset) (5) (6)
Unrecognized prior service cost 661 656
Unrecognized net actuarial (gain) loss 462 613
- ------------------------------------------------------------------------------
Accrued benefit cost $ (401) $ (426)
- ------------------------------------------------------------------------------
The Tech/Ops Sevcon net pension cost included the following components as
defined by SFAS #132.
- ------------------------------------------------------------------------------
(in thousands of dollars)
- ------------------------------------------------------------------------------
2004 2003 2002
- ------------------------------------------------------------------------------
Components of net periodic benefit cost:
Service cost $ 443 $ 432 $ 394
Interest cost 840 773 667
Expected return on plan assets (844) (775) (563)
Amortization of transition obligation (2) (2) (35)
Amortization of prior service cost 54 49 44
Recognized net actuarial gain (loss) - - 17
- ------------------------------------------------------------------------------
Net periodic benefit cost (a) $ 491 $ 477 $ 524
- ------------------------------------------------------------------------------
Net cost of defined contribution plans $ 28 $ 27 $ 24
- ------------------------------------------------------------------------------
(a) Pension expense in the accompanying statement of income for 2002 includes
the net periodic benefit cost plus an additional expense of $209,000 related
to the UK pension plan.
The weighted average assumptions used to determine plan obligations and net
periodic benefit cost for the years ended September 30, 2004 and 2003 were as
set out below:
- ------------------------------------------------------------------------------
2004 2003
- ------------------------------------------------------------------------------
Plan obligations:
Discount rate 6.02% 6.25%
Rate of compensation increase 4.23% 4.30%
Net periodic benefit cost:
Discount rate 6.25% 6.75%
Expected long term return on plan assets 6.43% 7.11%
Rate of compensation increase 4.30% 4.75%
- ------------------------------------------------------------------------------
The reductions in these assumptions reflect actuarial advice and changing
market conditions and experience.
The weighted average asset allocations by asset category are set out below for
both the UK and US plans:
- ------------------------------------------------------------------------------
(percentage of total assets)
- ------------------------------------------------------------------------------
2004 2003
- ------------------------------------------------------------------------------
US Plan UK Plan Total US Plan UK Plan Total
- ------------------------------------------------------------------------------
Equity securities 44% 32% 33% 41% 31% 32%
Debt securities 54% 45% 46% 57% 48% 49%
Real estate - 20% 18% - 17% 15%
Other 2% 3% 3% 2% 4% 4%
- ------------------------------------------------------------------------------
Total 100% 100% 100% 100% 100% 100%
- ------------------------------------------------------------------------------
For the US plan the target asset allocations are 40% - 45% equity securities
and 55% - 60% debt securities. The UK plan is invested in an insurance
company with profits unit fund which holds various investments as decided by
the insurance company's fund manager, who is responsible for the asset
allocation within the fund. The asset allocations of the insurance company
with profits units are included in the table above.
The overall expected long-term rate of return on plan assets has been based on
the expected returns on equities, bonds and real estate based broadly on the
current asset allocation, with a small reduction in the expected rate to
reflect the conservative nature of the distributions from the insurance
company with profits unit fund.
The following benefit payments, which reflect future service, as appropriate,
are expected to be paid:
- ------------------------------------------------------------------------------
(in thousands of dollars)
- ------------------------------------------------------------------------------
2005 $ 41
2006 54
2007 101
2008 134
2009 170
2010 - 2014 2160
- ------------------------------------------------------------------------------
In fiscal 2005 it is estimated that the Company will make contributions to the
plans of $493,000, and that there will be employee contributions to the UK
plan of $201,000.
(7) SEGMENT INFORMATION
The Company has two reportable segments: electronic controls and capacitors.
The electronic controls segment produces control systems for battery powered
vehicles. The capacitor segment produces electronic components for sale to
electronic equipment manufacturers. Each segment has its own management team,
manufacturing facilities and sales force.
The accounting policies of the segments are the same as those described in
Note 1. Intersegment sales are accounted for at current market prices. The
Company evaluates the performance of each segment principally based on
operating income. The Company does not allocate income taxes, interest income
and expense or foreign currency translation gains and losses to segments.
Information concerning operations of these businesses is as follows:
- ------------------------------------------------------------------------------
(in thousands of dollars)
- ------------------------------------------------------------------------------
2004
- ------------------------------------------------------------------------------
Controls Capacitors Corporate Total
- ------------------------------------------------------------------------------
Sales to external customers $27,101 $ 2,049 $ - $29,150
Inter-segment revenues - 218 - 218
Operating income 974 295 (297) 972
Depreciation and amortization 580 50 - 630
Identifiable assets 14,938 1,026 644 16,608
Capital expenditures 612 16 - 628
- ------------------------------------------------------------------------------
2003
- ------------------------------------------------------------------------------
Controls Capacitors Corporate Total
- ------------------------------------------------------------------------------
Sales to external customers $20,730 $ 2,383 $ - $23,113
Inter-segment revenues - 326 - 326
Operating income (53) 476 (272) 151
Depreciation and amortization 531 44 - 575
Identifiable assets 12,039 1,238 507 13,784
Capital expenditures 549 15 - 564
- ------------------------------------------------------------------------------
2002
- ------------------------------------------------------------------------------
Controls Capacitors Corporate Total
- ------------------------------------------------------------------------------
Sales to external customers $20,100 $ 1,772 $ - $21,872
Inter-segment revenues - 662 - 662
Operating income 79 199 (233) 45
Depreciation and amortization 500 44 - 544
Identifiable assets 11,789 1,406 326 13,521
Capital expenditures 279 8 - 287
- ------------------------------------------------------------------------------
The Company has businesses located in the United States, the United Kingdom,
France and Korea. The analysis of revenues set out below is by the location of
the business selling the products rather than by destination of the products.
- ------------------------------------------------------------------------------
(in thousands of dollars)
- ------------------------------------------------------------------------------
2004 2003 2002
- ------------------------------------------------------------------------------
Sales:-
US sales $10,577 $ 8,141 $ 9,054
Foreign sales:
United Kingdom 13,529 11,687 9,560
France 5,044 3,274 3,252
Korea - 11 6
- ------------------------------------------------------------------------------
Total Foreign 18,573 14,972 12,818
- ------------------------------------------------------------------------------
Total sales $29,150 $23,113 $21,872
- ------------------------------------------------------------------------------
Long-lived assets:
USA $ 1,571 $ 1,571 $ 1,514
United Kingdom 2,970 2,740 2,624
France 71 46 68
Korea 8 4 6
- ------------------------------------------------------------------------------
Total $ 4,620 $ 4,361 $ 4,212
- ------------------------------------------------------------------------------
The business located in the United States services customers in North and
South America. The business located in France services customers in France,
Spain, Portugal, Belgium Germany, Netherlands and North Africa. The business
located in Korea supports customers in Asia, however, sales to these customers
are made from the United Kingdom. The businesses located in the United Kingdom
service customers in the rest of the world, principally Europe and the Far
East.
In fiscal 2004 Tech/Ops Sevcon's largest customer accounted for 11% of sales
and for 13% of receivables. In 2003 the largest customer accounted for 10% of
sales and 5% of receivables. In 2002 the largest customers accounted for 11%
of sales and 9% of receivables.
(8) QUARTERLY FINANCIAL DATA (UNAUDITED)
Selected quarterly financial data for fiscal years 2004 and 2003 is set out
below: (in thousands except per share data)
- ------------------------------------------------------------------------------
First Second Third Fourth Total
Quarter Quarter Quarter Quarter Year
- ------------------------------------------------------------------------------
2004 Quarters
- ------------------------------------------------------------------------------
Net sales $ 6,466 $ 7,273 $ 7,486 $ 7,925 $29,150
Gross profit 2,608 2,985 2,961 2,991 11,545
Operating income 173 280 121 398 972
Net income 81 142 103 285 611
- ------------------------------------------------------------------------------
Basic income per share $ .03 $ .05 $ .03 $ .09 $ .20
- ------------------------------------------------------------------------------
Diluted income per share $ .03 $ .05 $ .03 $ .09 $ .19
- ------------------------------------------------------------------------------
2003 Quarters
- ------------------------------------------------------------------------------
Net sales $ 5,645 $ 6,138 $ 5,961 $ 5,369 $23,113
Gross profit * 2,127 2,416 2,347 1,915* 8,805
Operating income * 14 303 161 (327)* 151
Net income 6 211 98 (232) 83
- ------------------------------------------------------------------------------
Basic income per share $ .00 $ .07 $ .03 $ (.07) $ .03
- ------------------------------------------------------------------------------
Diluted income per share $ .00 $ .07 $ .03 $ (.07) $ .03
- ------------------------------------------------------------------------------
* Includes additional inventory obsolescence expense in the fourth quarter of
fiscal 2003 of $205,000.
The sum of quarterly diluted income per share in 2004 is $.01 greater than the
annual diluted income per share due to roundings.
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Tech/Ops Sevcon, Inc.
We have audited the accompanying consolidated balance sheets of
Tech/Ops Sevcon, Inc. and subsidiaries as of September 30, 2004 and 2003 and
the related consolidated statements of income, comprehensive income,
stockholders' investment and cash flows for each of the three years in the
period ended September 30, 2004. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Tech/Ops
Sevcon, Inc. and subsidiaries as of September 30, 2004 and 2003 and the
results of their operations and their cash flows for each of the three years
in the period ended September 30, 2004 in conformity with accounting
principles generally accepted in the United States of America.
We have also audited Schedule II for each of the three years in the
period ended September 30, 2004. In our opinion, this schedule, when
considered in relation to the basic consolidated financial statements taken as
a whole, presents fairly, in all material respects, the information therein.
/s/ Grant Thornton LLP
Boston, Massachusetts
December 3, 2004
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
ITEM 9 A 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 Company's "disclosure controls and procedures" (as
defined in Securities Exchange Act of 1934 Rule 13a-15(e)) have concluded
that, as of September 30, 2004, 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. The Company's
principal executive officer and principal financial officer have identified no
change in the Company's "internal control over financial reporting" (as
defined in Securities Exchange Act of 1934 Rule 13a-15(f)) that occurred
during the fourth quarter of fiscal 2004 that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The requisite information regarding the Company's directors, executive
officers and audit committee members is contained in part under the caption
"Executive Officers of the Registrant" in Part I hereof and the remainder is
incorporated by reference from the discussion responsive thereto under the
captions "Election of Directors" and "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Company's Proxy Statement for the 2005 Annual
Meeting of Stockholders.
We have adopted a Code of Ethics for Senior Officers that applies to our chief
executive officer, chief financial officer, and controllers. We have also
adopted a Code of Conduct and Ethics that applies to all of our employees,
including, but not limited to, our chief executive officer, chief financial
officer, and controllers. A copy of either Code is available without charge
upon request from the Chief Financial Officer at Tech/Ops Sevcon, Inc., 155
Northboro Road, Southborough, MA 01772. If we make any substantive amendments
to the Code of Ethics for Senior Officers or grant any waiver from a provision
of such Code, or if we make any substantive amendment to a provision of the
Code of Conduct that applies to our chief executive officer, chief financial
officer or controller, or if we grant any waiver from a provision of such Code
for any such persons we will disclose the nature of such amendment or waiver
in a report on Form 8-K.
ITEM 11 EXECUTIVE COMPENSATION
This information is incorporated by reference from the information under the
captions "Election of Directors - Director Compensation," "Executive
Compensation," "Compensation Committee Report" and "Performance Graph" in the
Company's Proxy Statement for the 2005 Annual Meeting of Stockholders.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The requisite information concerning security ownership is incorporated by
reference from the information responsive thereto under the captions
"Beneficial Ownership of Common Stock" and "Election of Directors" in the
Company's Proxy Statement for the 2005 Annual Meeting of Stockholders.
The following table sets out the status of Securities authorized for issuance
under equity compensation plans at September 30, 2004.
- ------------------------------------------------------------------------------
Plan Category Number of Weighted- Number of Number of
securities average securities securities
to be exercise remaining remaining
issued upon price of available available
exercise of outstanding for future for future
outstanding options, issuance issuance
options warrants under equity under equity
warrants and rights compensation compensation
and rights plans plans
(excluding (excluding
securities securities
reflected in reflected in
column (a) at column (a) at
end of year beginning of
year
- ------------------------------------------------------------------------------
(a) (b) (c) (d)
- ------------------------------------------------------------------------------
Equity compensation
plans approved by
security holders:
1996 Equity
Incentive Plan 158,000 $ 8.64 141,000 116,000
1998 Director Stock
Option Plan 30,000 $13.56 - 20,000
- ------------------------------------------------------------------------------
Sub Total 188,000 $ 9.42 141,000 136,000
- ------------------------------------------------------------------------------
Equity compensation
plans not approved
by security holders - - - -
- ------------------------------------------------------------------------------
Total 188,000 $ 9.42 141,000 136,000
- ------------------------------------------------------------------------------
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information (if any) is incorporated by reference from the discussion
responsive thereto under the caption "Election of Directors" in the Company's
Proxy Statement relating to the 2005 Annual Meeting of Stockholders.
ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES
This information is incorporated by reference from the discussion responsive
thereto under the caption "Auditors" in the Company's Proxy Statement relating
to the 2005 Annual Meeting of Stockholders.
PART IV
ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Financial statements and schedule
The financial statements and financial statement schedule listed under
Item 8 in the index following the cover page are filed as part of this
Annual Report on Form 10-K.
(b) Exhibits
The exhibits filed as part of this Annual Report on Form 10-K are listed
on the Exhibit Index below.
INDEX TO EXHIBITS
*(3)(a) Certificate of Incorporation of the registrant (incorporated by
reference to Exhibit (3)(a) to Quarterly Report on Form 10-Q for the
quarter ended July 3, 2004).
*(3)(b) By-laws of the registrant (incorporated by reference to Exhibit (3)(b)
to Quarterly Report on Form 10-Q for the quarter ended June 30, 2000).
*(4)(a) Specimen common stock of registrant (incorporated by reference to
Exhibit (4)(a) to Annual Report for the fiscal year ended September
30, 1994).
*(10)(a)Tech/Ops Sevcon, Inc. 1996 Equity Incentive Plan (incorporated by
reference to the Registrant's 2004 Proxy Statement filed on December
29, 2003).
*(10)(b)Form of Option for 1996 Equity Incentive Plan (incorporated by
reference to Exhibit (10)(b) to Annual Report for the fiscal year
ended September 30, 2002).
*(10)(c)Form of Restricted Stock Agreement for employees for 1996 Equity
Incentive Plan (filed herewith).
*(10)(d)Form of Restricted Stock Agreement for non-employee directors for
1996 Equity Incentive Plan (filed herewith).
*(10)(e)Form of Indemnification Agreement dated January 4, 1988 between the
registrant and each of its directors (incorporated *by reference to
Exhibit (10)(e) to Annual Report for the fiscal year ended September
30, 1994).
*(10)(f)Directors' Retirement Plan (incorporated by reference to Exhibit
(10)(b)) to Annual Report for the fiscal year ended September 30,
1990).
*(10)(g)Board resolution terminating Directors' Retirement Plan (incorporated
by reference to Exhibit (10)(e) to Annual Report for the fiscal year
ended September 30, 1997).
*(10)(h)Tech/Ops Sevcon, Inc. 1998 Director Stock Option Plan (incorporated
by reference to Exhibit 10 to Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998).
*(21) Subsidiaries of the registrant (incorporated by reference to exhibit
(21) to Annual Report for the fiscal year ended September 30, 2001).
(23) Consent of Grant Thornton LLP (attached herewith).
(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)
*Indicates exhibit previously filed and incorporated by reference. Exhibits
filed with periodic reports were filed under File No. 1-9789.
Executive Compensation Plans and Arrangements:
Exhibits (10)(a) - (h) are management contracts or compensatory plans or
arrangements in which the executive officers or directors of the registrant
participate.
A copy of these exhibits may be obtained on the SEC's EDGAR database (at
www.sec.gov) or will be furnished without charge to any stockholder upon
written request to Tech/Ops Sevcon, Inc. attention Paul A. McPartlin, Chief
Financial Officer, 155 Northboro Road, Southborough MA 01772, Telephone: (581)
281 5510.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
TECH/OPS SEVCON, INC.
By /s/ Matthew Boyle December 14, 2004
Matthew Boyle
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
- ------------------------------------------------------------------------------
/s/ Matthew Boyle President, Chief Executive December 14, 2004
- ----------------- Officer and Director
Matthew Boyle (Principal Executive Officer)
/s/ Paul A. McPartlin Vice President, Treasurer December 14, 2004
- --------------------- and Chief Financial Officer
Paul A. McPartlin (Principal Financial and
Accounting Officer)
/s/ Maarten D. Hemsley Director December 14, 2004
- ----------------------
Maarten D. Hemsley
/s/ Paul B. Rosenberg Director December 14, 2004
- ---------------------
Paul B. Rosenberg
s/ Marvin G. Schorr Director December 14, 2004
- -------------------
Marvin G. Schorr
/s/ Bernard F. Start Director December 14, 2004
- --------------------
Bernard F. Start
/s/ David R. A. Steadman Director December 14, 2004
- ------------------------
David R. A. Steadman
/s/ C. Vincent Vappi Director December 14, 2004
- --------------------
C. Vincent Vappi
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 Annual Report on Form 10-K 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 fourth fiscal
quarter 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: December 14, 2004
/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 Annual Report on Form 10-K 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 fourth fiscal
quarter 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: December 14, 2004
/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 Annual Report on Form 10-K of the Company for the year
ended September 30, 2004 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-K fairly presents, in all material respects, the financial
condition and results of operations of the Company.
Dated: December 14, 2004
/s/ Matthew Boyle
- -----------------
Matthew Boyle
Chief Executive Officer
Dated: December 14, 2004
/s/ Paul A. McPartlin
- ---------------------
Paul A. McPartlin
Chief Financial Officer
SCHEDULE II
TECH/OPS SEVCON, INC. AND SUBSIDIARIES
Reserves for the three years ended September 30, 2004
(in thousands of dollars)
- ------------------------------------------------------------------------------
Allowance for doubtful accounts 2004 2003 2002
- ------------------------------------------------------------------------------
Balance at beginning of year 245 306 809
Additions charged to costs and expenses 27 24 27
Deductions from reserves:
Accounts collected (56) - -
Write off of uncollectible accounts (34) (91) (537)
Foreign currency translation adjustment 10 6 7
- ------------------------------------------------------------------------------
Balance at end of year 192 245 306
- ------------------------------------------------------------------------------
Exhibit (10)(c)
TECH/OPS SEVCON, INC.
1996 Equity Incentive Plan
Employee Restricted Stock Agreement
Grantee: Date:
-------------------------------------- ------------------------
Number of Shares of Restricted Stock:
---------------------------------------
Vesting Criteria:
as to % of such shares on ,
------
as to % on ,
------
as to % on ,
------
as to % on , and
------
as to % on .
------
This Agreement is made as of the date set forth above between Tech/Ops
Sevcon, Inc., a Delaware corporation (the "Company"), and the undersigned
individual (the "Grantee") pursuant to the Company's 1996 Equity Incentive
Plan (the "Plan"), which is incorporated herein by reference and receipt of a
copy of which is hereby acknowledged by the Grantee. Capitalized terms used
and not otherwise defined in this Agreement have the meanings given to them
in the Plan.
The Grantee is an employee or consultant of the Company or one of its
Affiliates, and the Company desires to reward the Grantee for his or her
services rendered to the Company or such Affiliate by affording him or her
opportunity to acquire stock ownership in the Company. In consideration of
the premises and the covenants contained herein, the parties agree as
follows:
1. Grant of Restricted Stock. Subject to the terms and conditions of this
Agreement, the Company grants to the Grantee and the Grantee accepts the
number of shares of Common Stock, $0.10 par value, of the Company set forth
above. Such shares, together with any additional shares of stock of the
Company issued on account of such shares by reason of stock dividends, stock
splits or recapitalizations (whether by way of mergers, consolidations,
combinations or exchanges of shares or the like), are referred to in this
Agreement as the "Restricted Stock").
2. Restrictions on Stock.
(a) Until the termination of restrictions as provided hereinafter, the
Restricted Stock may not be sold, assigned, transferred, pledged or otherwise
encumbered except as provided in this Agreement.
(b) No rights or interests of the Grantee under this Agreement or under
the Plan may be assigned, encumbered or transferred except by will or the
laws of descent and distribution.
(c) Upon termination of the Grantee's employment by the Company or an
Affiliate for any reason other the Grantee's death or Disability (as defined
below), all shares of Restricted Stock that remain subject to the
restrictions imposed under this Section 2 shall be forfeited and returned to
the Company unless the Board or the Committee in its discretion shall
otherwise determine. Notwithstanding the foregoing, if the Grantee is on
military, sick leave or other leave of absence approved by the Company, his
or her employment or engagement with the Company (or its Affiliate) will be
treated as continuing intact if the period of such leave does not exceed
ninety (90) days, or, if longer, so long as the Grantee's right to
reemployment or the survival of his or her service arrangement with the
Company (or its Affiliate) is guaranteed either by statute or by contract.
In any other circumstance, the Grantee's employment or engagement will be
deemed to have terminated on the 91st day of such leave.
3. Termination of Restrictions. The restrictions set forth in Section 2
hereof (a) shall terminate as to the Restricted Stock or each portion
thereof, as applicable, in accordance with the "Vesting Criteria" set forth
above (with any fractional share resulting being added to the next part), so
that the restrictions on all such shares shall have terminated when all
Vesting Criteria have been met, if at all, (b) shall terminate earlier in the
event the Grantee's employment with the Company is terminated by the
Grantee's death or Disability, and (c) also may terminate earlier to the
extent provided hereinafter. The achievement of any of the Vesting Criteria
(other than the passage of time) shall be determined by the Committee in its
sole discretion. As used herein, the term "Disability" means the Grantee's
inability by reason of physical or mental impairment to perform the duties of
his or her employment for 90 or more days within any six-month period. Any
dispute as to whether a Disability exists will be finally resolved by an
independent qualified physician mutually acceptable to the Company and the
Grantee (or his or her personal representative) or, if the Company and the
Grantee (or such representative) are unable to agree on an independent
qualified physician, by a panel of three physicians, one designated by the
Company, one designated by the Grantee (or his personal representative) and
one designated by the two physicians so designated, the cost of which
determination shall be borne by the Company.
4. Rights as Stockholder. Except for the restrictions and other
limitations and conditions provided in this Agreement, the Grantee as owner
of the Restricted Stock shall have all the rights of a stockholder, including
but not limited to the right to receive all dividends paid on such Restricted
Stock and the right to vote such Restricted Stock.
5. Stock Certificates. Each certificate issued for shares of Restricted
Stock shall be registered in the name of the Grantee and deposited by the
Grantee, together with a stock power endorsed in blank, with the Company and
shall bear the following (or a similar) legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms, conditions and restrictions
(including forfeiture) contained in a Plan and an Agreement between the
registered owner and the issuer. A copy of such Plan and Agreement will
be furnished to the holder of this certificate by the issuer without
charge upon written request."
Upon the termination of the restrictions imposed by this Agreement as to any
shares of Restricted Stock, the Company shall return to the Grantee (or to
such Grantee's legal representative) certificates without a legend for the
shares of Common Stock as to which the restrictions have been terminated.
6. Tax Withholding. The Grantee shall pay to the Company, or make provision
satisfactory to the Committee for payment of, any taxes required by law to be
withheld with respect to the Restricted Stock no later than the date of the
event creating the tax liability. The Company and its Affiliates may, to the
extent permitted by law, deduct any such tax obligations from any payment of
any kind due to the Grantee. In the Committee's discretion, the minimum tax
obligations required by law to be withheld with respect to the Restricted
Stock may be paid in whole or in part in shares of Common Stock, including
shares retained from those as to which the restrictions hereunder have
terminated, valued at their Fair Market Value on the date of retention or
delivery.
7. Securities and Other Laws. It shall be a condition to the Grantee's
right to receive the shares of Restricted Stock hereunder that the Company
may, in its discretion, require (a) that the shares of Restricted Stock shall
have been duly listed, upon official notice of issuance, upon any national
securities exchange or automated quotation system on which the Company's
Common Stock may then be listed or quoted, (b) that either (i) a registration
statement under the Securities Act of 1933, as amended (the "Act"), with
respect to the shares shall be in effect, or (ii) in the opinion of counsel
for the Company, the proposed issuance and delivery of the shares to the
Grantee shall be exempt from registration under the Act and the Grantee shall
have made such undertakings and agreements with the Company as the Company
may reasonably require, and (c) that such other steps, if any, as counsel for
the Company shall consider necessary to comply with any law applicable to the
issue of such shares by the Company shall have been taken by the Company or
the Grantee, or both. The certificates representing the shares of Restricted
Stock may contain such legends as counsel for the Company shall consider
necessary to comply with any applicable law.
8. Adjustment in Provisions. Upon any change from time to time in the
outstanding Common Stock of the Company by reason of stock dividend,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of shares or other
such transaction affecting the Company's Common Stock, the divisions of
shares of Restricted Stock into portions, the provisions for termination of
restrictions on portions of the Restricted Stock, and any other relevant
parts of this Agreement shall be appropriately adjusted by the Committee, if
necessary, to reflect equitably such change.
9. Change in Control. Notwithstanding any other provision of this
Agreement, in order to preserve the Grantee's rights under this Agreement,
upon a change in control of the Company, the restrictions imposed by Section
2 on all shares of Restricted Stock shall terminate. For this purpose, a
"change in control" of the Company means a change in control of the Company,
that would be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including in any event the acquisition by any "person"
of "beneficial ownership" (as such terms are used in Section 13(d) of the
Exchange Act) directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the Company's then
outstanding securities.
10. Notice of Election Under Section 83(b). If the Grantee makes an
election under Section 83(b) of the Internal Revenue Code of 1986, as
amended, and the regulations and rulings promulgated thereunder, or under
comparable provisions of other laws, he or she will provide a copy thereof to
the Company within thirty days of the filing of such election with the
Internal Revenue Service or other authority.
11. Amendments. The Committee may amend, modify or terminate this
Agreement, including substituting therefor another Award of the same or a
different type, provided that the Grantee's consent to such action shall be
required unless the Committee determines that the action, taking into account
any related action, would not materially and adversely affect the Grantee.
12. Employment. Neither the adoption, maintenance, nor operation of the
Plan nor this Agreement shall confer upon the Grantee any right with respect
to the continuance of his or her employment by the Company or any Affiliate,
nor shall they interfere with all rights of the Company or Affiliate to
terminate the Grantee at any time or otherwise change the terms of his or her
employment, including, without limitation, the right to promote, demote or
otherwise re-assign Grantee from one position to another within the Company
or any Affiliate.
13. Decisions by Committee. Any dispute or disagreement that shall arise
under, or as a result of, or pursuant to this Agreement shall be resolved by
the Committee in its sole and absolute discretion, and any such resolution or
any other determination by the Committee under, or pursuant to, this
Agreement and any interpretation by the Committee of the terms of this
Agreement or the Plan shall be final, binding, and conclusive on all persons
affected thereby.
14. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer, and the Grantee has hereunto set his or her
hand, all as of the day and year first above written.
TECH/OPS SEVCON, INC.
By
-------------------------------------
Name:
Title:
THE GRANTEE
----------------------------------------
Name:
-----------------------------------
Address:
--------------------------------
-----------------------------------------
-----------------------------------------
-----------------------------------------
EXHIBIT (10)(d)
TECH/OPS SEVCON, INC.
1996 Equity Incentive Plan
Director Restricted Stock Agreement
Grantee: Date:
---------------------------------- --------------------------
Number of Shares of Restricted Stock:
-------------------------------------
Vesting Criteria:
as to 100% of such shares at 5:00 P.M. (EST) on the day before the
Annual Meeting of the Stockholders.
-------
This Agreement is made as of the date set forth above between Tech/Ops
Sevcon, Inc., a Delaware corporation (the "Company"), and the undersigned
individual (the "Grantee") pursuant to the Company's 1996 Equity Incentive
Plan (the "Plan"), which is incorporated herein by reference and receipt of a
copy of which is hereby acknowledged by the Grantee. Capitalized terms used
and not otherwise defined in this Agreement have the meanings given to them
in the Plan.
The Grantee is a non-employee director of the Company or one of its
Affiliates, and the Company desires to reward the Grantee for his or her
services rendered to the Company or such Affiliate by affording him or her
opportunity to acquire stock ownership in the Company. In consideration of
the premises and the covenants contained herein, the parties agree as
follows:
1. Grant of Restricted Stock. Subject to the terms and conditions of this
Agreement, the Company grants to the Grantee and the Grantee accepts the
number of shares of Common Stock, $0.10 par value, of the Company set forth
above. Such shares, together with any additional shares of stock of the
Company issued on account of such shares by reason of stock dividends, stock
splits or recapitalizations (whether by way of mergers, consolidations,
combinations or exchanges of shares or the like), are referred to in this
Agreement as the "Restricted Stock").
2. Restrictions on Stock.
(a) Until the termination of restrictions as provided hereinafter, the
Restricted Stock may not be sold, assigned, transferred, pledged or otherwise
encumbered except as provided in this Agreement.
(b) No rights or interests of the Grantee under this Agreement or under
the Plan may be assigned, encumbered or transferred except by will or the
laws of descent and distribution.
(c) Upon the date that the Grantee no longer serves as a member of the
Company's Board of Directors for any reason other the Grantee's death or
Disability (as defined below), all shares of Restricted Stock that remain
subject to the restrictions imposed under this Section 2 shall be forfeited
and returned to the Company unless the Board or the Committee in its
discretion shall otherwise determine.
3. Termination of Restrictions. The restrictions set forth in Section 2
hereof (a) shall terminate as to the Restricted Stock or each portion
thereof, as applicable, in accordance with the "Vesting Criteria" set forth
above (with any fractional share resulting being added to the next part), so
that the restrictions on all such shares shall have terminated when all
Vesting Criteria have been met, if at all, (b) shall terminate earlier in the
event the Grantee no longer serves as a member of the Company's Board of
Directors by reason of the Grantee's death or Disability, and (c) also may
terminate earlier to the extent provided hereinafter. The achievement of any
of the Vesting Criteria (other than the passage of time) shall be determined
by the Committee in its sole discretion. As used herein, the term
"Disability" means the Grantee's inability by reason of physical or mental
impairment to perform the duties of his or her service as a director for 90
or more days within any six-month period. Any dispute as to whether a
Disability exists will be finally resolved by an independent qualified
physician mutually acceptable to the Company and the Grantee (or his or her
personal representative) or, if the Company and the Grantee (or such
representative) are unable to agree on an independent qualified physician, by
a panel of three physicians, one designated by the Company, one designated by
the Grantee (or his personal representative) and one designated by the two
physicians so designated, the cost of which determination shall be borne by
the Company.
4. Rights as Stockholder. Except for the restrictions and other limitations
and conditions provided in this Agreement, the Grantee as owner of the
Restricted Stock shall have all the rights of a stockholder, including but
not limited to the right to receive all dividends paid on such Restricted
Stock and the right to vote such Restricted Stock.
5. Stock Certificates. Each certificate issued for shares of Restricted
Stock shall be registered in the name of the Grantee and deposited by the
Grantee, together with a stock power endorsed in blank, with the Company and
shall bear the following (or a similar) legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms, conditions and restrictions
(including forfeiture) contained in a Plan and an Agreement between the
registered owner and the issuer. A copy of such Plan and Agreement will
be furnished to the holder of this certificate by the issuer without
charge upon written request."
Upon the termination of the restrictions imposed by this Agreement as to any
shares of Restricted Stock, the Company shall return to the Grantee (or to
such Grantee's legal representative) certificates without a legend for the
shares of Common Stock as to which the restrictions have been terminated.
6. Tax Withholding. The Grantee shall pay to the Company, or make provision
satisfactory to the Committee for payment of, any taxes required by law to be
withheld with respect to the Restricted Stock no later than the date of the
event creating the tax liability. The Company and its Affiliates may, to the
extent permitted by law, deduct any such tax obligations from any payment of
any kind due to the Grantee. In the Committee's discretion, the minimum tax
obligations required by law to be withheld with respect to the Restricted
Stock may be paid in whole or in part in shares of Common Stock, including
shares retained from those as to which the restrictions hereunder have
terminated, valued at their Fair Market Value on the date of retention or
delivery.
7. Securities and Other Laws. It shall be a condition to the Grantee's
right to receive the shares of Restricted Stock hereunder that the Company
may, in its discretion, require (a) that the shares of Restricted Stock shall
have been duly listed, upon official notice of issuance, upon any national
securities exchange or automated quotation system on which the Company's
Common Stock may then be listed or quoted, (b) that either (i) a registration
statement under the Securities Act of 1933, as amended (the "Act"), with
respect to the shares shall be in effect, or (ii) in the opinion of counsel
for the Company, the proposed issuance and delivery of the shares to the
Grantee shall be exempt from registration under the Act and the Grantee shall
have made such undertakings and agreements with the Company as the Company
may reasonably require, and (c) that such other steps, if any, as counsel for
the Company shall consider necessary to comply with any law applicable to the
issue of such shares by the Company shall have been taken by the Company or
the Grantee, or both. The certificates representing the shares of Restricted
Stock may contain such legends as counsel for the Company shall consider
necessary to comply with any applicable law.
8. Adjustment in Provisions. Upon any change from time to time in the
outstanding Common Stock of the Company by reason of stock dividend,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of shares or other
such transaction affecting the Company's Common Stock, the divisions of
shares of Restricted Stock into portions, the provisions for termination of
restrictions on portions of the Restricted Stock, and any other relevant
parts of this Agreement shall be appropriately adjusted by the Committee, if
necessary, to reflect equitably such change.
9. Change in Control. Notwithstanding any other provision of this
Agreement, in order to preserve the Grantee's rights under this Agreement,
upon a change in control of the Company, the restrictions imposed by Section
2 on all shares of Restricted Stock shall terminate. For this purpose, a
"change in control" of the Company means a change in control of the Company,
that would be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including in any event the acquisition by any "person"
of "beneficial ownership" (as such terms are used in Section 13(d) of the
Exchange Act) directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the Company's then
outstanding securities.
10. Amendments. The Committee may amend, modify or terminate this
Agreement, including substituting therefor another Award of the same or a
different type, provided that the Grantee's consent to such action shall be
required unless the Committee determines that the action, taking into account
any related action, would not materially and adversely affect the Grantee.
11. Decisions by Committee. Any dispute or disagreement that shall arise
under, or as a result of, or pursuant to this Agreement shall be resolved by
the Committee in its sole and absolute discretion, and any such resolution or
any other determination by the Committee under, or pursuant to, this
Agreement and any interpretation by the Committee of the terms of this
Agreement or the Plan shall be final, binding, and conclusive on all persons
affected thereby.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer, and the Grantee has hereunto set his or her
hand, all as of the day and year first above written.
TECH/OPS SEVCON, INC.
By
--------------------------------------
Name:
Title:
THE GRANTEE
-----------------------------------------
Name:
-----------------------------------
Address:
--------------------------------
-----------------------------------------
-----------------------------------------
-----------------------------------------
EXHIBIT 23
Consent of Independent Registered Public Accounting Firm
We have issued our report dated December 3, 2004, accompanying the
consolidated financial statements and schedule included in the Annual
Report of Tech/ Ops Sevcon, Inc. on Form 10-K for the year ended
September 30, 2004. We hereby consent to the incorporation by
reference of said report in the Registration Statements of Tech/Ops
Sevcon, Inc. on Forms S-8 (File No. 33-42960, File No. 333-02113, File
No. 333-61229, and File No. 333-104785).
/s/ Grant Thornton LLP
Boston Massachusetts
December 3, 2004
28
Tech Ops Sevcon 2004 10K rev 10 - 27-Dec-04