UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2001
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/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 1-9789
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TECH/OPS SEVCON, INC.
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(Exact name of registrant as specified in its charter)
Delaware 04-2985631
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
40 North Avenue, Burlington, Massachusetts, 01803-3391
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(Address of principal executive offices and zip code)
(781) 229-7896
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(Registrant's telephone number, including area code:)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
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Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at February 14, 2002
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Common stock, par value $.10 3,118,005
TECH/OPS SEVCON, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
ASSETS
(in thousands)
Dec 31, Sept 30,
2001 2001
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(unaudited) (derived from
audited
statements)
Current assets:
Cash and cash equivalents $ 404 $ 812
Accounts receivable, less allowances
of $810,000 at 12/31/2001
and $809,000 at 9/30/2001 4,324 5,145
Inventories:
Raw materials 2,239 2,508
Work-in-process 773 1,194
Finished goods 1,450 1,140
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4,462 4,842
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Prepaid expenses and other current
assets 568 658
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Total current assets 9,758 11,457
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Property, plant and equipment, at cost 7,122 7,201
Less: Accumulated depreciation
and amortization 4,424 4,343
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Net property, plant
and equipment 2,698 2,858
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Cost of purchased businesses in excess
of net assets acquired 1,435 1,435
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$13,891 $15,750
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The accompanying notes are an integral part of these financial
statements.
TECH/OPS SEVCON, INC.
Consolidated Balance Sheets
LIABILITIES AND STOCKHOLDERS' INVESTMENT
(in thousands)
Dec 31, Sept 30,
2001 2001
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(unaudited) (derived from
audited
statements)
Current liabilities:
Accounts payable $ 1,601 $ 2,611
Dividend payable 280 560
Accrued expenses 2,007 2,072
Accrued taxes on income 344 438
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Total current liabilities 4,232 5,681
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Deferred taxes on income 108 110
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Stockholders' investment
Preferred stock - -
Common stock 311 311
Treasury stock (49) (49)
Premium paid in on common stock 3,925 3,925
Retained earnings 7,008 7,237
Cumulative other comprehensive
income (loss) (1,644) (1,465)
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Total stockholders' investment $ 9,551 $ 9,959
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$13,891 $15,750
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The accompanying notes are an integral part of these financial
statements.
TECH/OPS SEVCON, INC.
Consolidated Statements of Income
(Unaudited)
(in thousands except per share data)
Three Months Ended
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Dec 31, Dec 31,
2001 2000
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Net sales $ 5,402 $ 5,768
Costs and expenses:
Cost of sales 3,421 4,275
Selling, research and
administrative 1,889 2,016
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5,310 6,291
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Operating income (loss) 92 (523)
Other income (expense), net (13) 45
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Income (loss) before income taxes 79 (478)
Income taxes (28) 168
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Net income (loss) $ 51 $ (310)
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Basic income (loss) per share $ .02 $ (.10)
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Fully diluted income (loss) per share $ .02 $ (.10)
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Consolidated Statement of Comprehensive Income
(Unaudited)
(in thousands)
Three Months Ended
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Dec 31, Dec 31,
2001 2000
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Net income (loss) $ 51 $ (310)
Foreign currency translation adjustment (126) 64
Change in fair market value of cash flow hedge (53) (52)
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Comprehensive loss $ (128) $ (298)
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The accompanying notes are an integral part of these financial
statements.
TECH/OPS SEVCON, INC.
Consolidated Statement of Cash Flows
(Unaudited)
(in thousands)
Three Months Ended
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Dec 31, Dec 31,
2001 2000
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Net cash flow from operating activities:
Net income (loss) $ 51 $ (310)
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation and amortization 133 138
Deferred tax provision (2) 2
Increase (decrease) in cash resulting from
changes in operating assets & liabilities:
Receivables and other assets 824 658
Inventories 380 (913)
Accounts payable (1,010) 528
Accrued compensation and expenses (65) 268
Accrued and deferred taxes on income (7) (246)
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Net cash generated from operating activities 304 125
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Cash flow used by investing activities:
Acquisition of property, plant, and
equipment, net (14) (84)
Disposal of short-term investments - 591
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Net cash generated from (used by)
investing activities (14) 507
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Cash flow (used by) financing activities:
Dividends paid (560) (560)
Purchase of common stock - (49)
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Net cash used by financing activities (560) (609)
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Effect of exchange rate changes on cash (138) (25)
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Net increase (decrease) in cash (408) (2)
Opening balance - cash and cash equivalents 812 1,542
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Ending balance - cash and cash equivalents $ 404 $ 1,540
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Supplemental disclosure of cash flow information
Cash paid for income taxes $ 31 $ 186
Cash paid for interest 8 -
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Supplemental disclosure of non-cash
financing activity:
Dividend declared $ 280 $ 561
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The accompanying notes are an integral part of these financial statements.
TECH/OPS SEVCON, INC.
Notes to Consolidated Financial Statements - December 31, 2001
(Unaudited)
(1) Basis of Presentation
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (consisting of
only normally recurring accruals) necessary to present fairly the financial
position of Tech/Ops Sevcon as of December 31, 2001 and September 30, 2001
and the results of operations and cash flows for the three months ended
December 31, 2001 and December 31, 2000.
The accounting policies followed by Tech/Ops Sevcon are set forth in
Note 1 to the financial statements in the 2001 Tech/Ops Sevcon, Inc. Annual
Report filed on Form 10-K.
The results of operations for the three-month periods ended December 31,
2001 and December 31, 2000 are not necessarily indicative of the results to
be expected for the full year.
(2) Cash Dividends
On December 13, 2001, the Company declared a quarterly dividend of $.09
per share for the first quarter of fiscal 2002, which was paid on January 17,
2002 to stockholders of record on December 28, 2001. This represented a 50%
decrease in the dividend from the previous level of $.18 per quarter which had
been paid since the last quarter of fiscal 1998. The Board of Directors
concluded that, in the present uncertain economic climate, it was in the best
interest of the Company and its stockholders to reduce the dividend to conserve
cash resources. The Company has paid regular quarterly cash dividends since the
first quarter of fiscal 1990.
(3) Calculation of Earnings Per Share and Weighted Average Shares
Outstanding
Basic and fully diluted earnings per share were calculated as follows:
(in thousands, except for per share amounts)
Three Months Ended
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Dec 31, Dec 31,
2001 2000
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Net income (loss) $ 51 $ (310)
Basic income (loss) per share $ .02 $ (.10)
Average shares outstanding 3,110 3,112
Options outstanding - common
stock equivalents 14 17
Average common and common
equivalent shares outstanding 3,124 3,129
Fully diluted income (loss) per share $ .02 $ (.10)
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(4) Segment information
The Company has two reportable segments: electronic controls and
capacitors. The electronic controls segment produces control systems for
battery powered vehicles. The capacitor segment produces electronic
components for sale to electronic equipment manufacturers. Each segment
has its own management team, manufacturing facilities and sales force.
The accounting policies of the segments are the same as those described in
note 1 to the 2001 Annual Report filed on Form 10-K. Inter-segment revenues
are accounted for at current market prices. The Company evaluates the
performance of each segment principally based on operating income. The
Company does not allocate income taxes, interest income and expense or foreign
currency translation gains and losses to segments. Information concerning
operations of these businesses is as follows:
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(in thousands)
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Three months ended December 31, 2001
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Controls Capacitors Corporate Total
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Sales to external customers $ 4,932 $ 470 - $ 5,402
Inter-segment revenues - 143 - 143
Operating income (loss) 95 89 (92) 92
Identifiable assets 12,507 1,289 95 13,891
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Three months ended December 31, 2000
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Controls Capacitors Corporate Total
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Sales to external customers $ 5,277 $ 491 - $ 5,768
Inter-segment revenues - 85 - 85
Operating income (loss) (567) 105 (61) (523)
Identifiable assets 14,913 1,356 585 16,854
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TECH/OPS SEVCON, INC.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Forward looking statements
This discussion and analysis contains forward-looking statements
that involve risks and uncertainties that could cause actual results to
differ materially from those projected, including the following: ability
of outsource sub-contractors to meet the Company's cost and quality targets
and to deliver products in a timely manner; ability to produce products
meeting technical requirements of customers and acceptance of those products
by customers; level of demand for controls; impact of the variability of
foreign exchange rates on sales and earnings; availability of electronic
components at reasonable prices; ability of the Company to meet customers
quality objectives; availability of earnings and capital resources to permit
continuation of dividend payments; the outcome of litigation as well as other
factors that may be described from time to time in the Company's filings with
the Securities and Exchange Commission, including on Form 10-K.
Results of Operations
Three months ended December 31, 2001
Sales in the first fiscal quarter ended December 31, 2001 decreased
by $366,000, or 6%, compared to the first quarter of last year. First
quarter volumes in the controller business were $345,000, or 7%, lower than
in the same quarter last year. Capacitor sales were $470,000 compared to
$491,000 in fiscal 2001, a decrease of $21,000, or 4%.
Sales in the first quarter of last year were adversely impacted by a
technical problem with a major product line which resulted in production of
that product line being suspended during December 2000. This resulted in
decreased sales to both the fork lift truck and aerial lift markets in last
year's first quarter. Revenues in the U.S. controller business decreased by
10%, and European volumes were down by 3%, compared to the first quarter of
last year. In both Europe and the USA there was lower demand in the aerial
lift and airport ground support markets. In the mining market shipments were
up by $265,000 due to increased demand in the USA. Shipments to the US forklift
truck market were 34% lower than the same period last year, however, shipments
to the European and Far East fork lift truck markets were 8% ahead of the prior
year.
Gross profit increased by $488,000 compared to last year and was 36.7% of
sales compared to 25.9% of sales in the first quarter of fiscal 2001. Lower
volumes in the first quarter of fiscal 2002 resulted in a $190,000 decrease in
gross profit. This was more than offset by a $228,000 increase in gross
profit that was mainly due to cost savings arising from the Company's
outsourcing program. In the first quarter of last year the company incurred a
charge of $450,000 relating to product rectification costs in connection with
a technical problem with a major product line.
Selling, research and administrative expenses for the quarter decreased by
$127,000, or 6%, over the first quarter of fiscal 2000. This decrease was
mainly due to headcount reductions implemented in the second quarter of last
fiscal year.
In the first quarter of fiscal 2002 there was operating income of $92,000
compared to an operating loss of $523,000 in the same quarter last year.
Operating income in the capacitor business segment decreased by $16,000, or
15%, mainly due to lower volumes. In the controller business segment there was
operating income of $95,000 compared to an operating loss of $567,000 in the
same quarter last year. The year-to-year increase of $615,000 in operating
income compared to the first quarter of last year was due to the following major
factors:
Lower volumes in fiscal 2002 ($190,000)
Product rectification costs in fiscal 2001 $450,000
Savings mainly arising from outsourcing $228,000
Lower selling research and administrative expenses $127,000
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Total $615,000
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Income before income taxes was $79,000, compared to a pre-tax loss of
$478,000 last year, an improvement in income of $557,000. There was other
expense of $13,000 compared to other income of $45,000 last year. The
year-to-year adverse change in other income (expense) of $58,000 was mainly
due to foreign currency translation gains of $33,000 in the first quarter of
last year compared to a loss of $7,000 in the current year. In addition there
was interest income of $12,000 last year compared to net interest expense on
short-term overdraft borrowings of $6,000 in fiscal 2002. Income taxes in the
current year were $28,000, or 35% of pre-tax income, compared to an income tax
benefit of $168,000, or 35% of the pre-tax loss, in the same quarter last year.
Net income was $51,000 compared to a net loss of $310,000 last year, an
improvement of $361,000. The basic and fully diluted income per share
was $.02 compared to a net loss per share of $.10 in last year's first
quarter.
Financial Condition
The Company has, since January 1990, maintained a program of regular
cash dividends, which, for the most recent quarter, amounted to $280,000.
Cash balances at the end of the first quarter were $404,000 compared to
$812,000 at September 30, 2001. In the first quarter operating activities
generated $304,000 and dividend payments amounted to $560,000. In the last 4
fiscal quarters net income amounted to $1,462,000, or $.47 per share.
Following the decrease in the regular quarterly dividend in December 2001 to
$.09 per share, the current annual cash requirement for dividends is
$1,122,000, or 77% of the net income over the last 12 months.
The Company has no long-term debt and has overdraft facilities in Europe
amounting to $1,450,000. These overdraaft facilities are due for renewal in
September 2002, but can be withdrawn on demand by the bank.
Tech/Ops Sevcon's resources, in the opinion of management, are adequate for
projected operations and capital spending programs, as well as continuation
of the cash dividend.
TECH/OPS SEVCON, INC.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's Annual Meeting held on January 22, 2002, the
shareholders voted to re-elect as directors for three year terms the
following persons: Matthew Boyle and C Vincent Vappi. Mr. Boyle received
2,658,240 votes for and 110,033 withheld, and Mr. Vappi received 2,702,240
votes or and 66,033 withheld. There were no abstentions or broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits filed with this report.
None
(b) Reports on Form 8-K - On December 20, 2001 the Company filed a Form
8-K relating to the decrease in the quarterly dividend to $.09 per share.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
TECH/OPS SEVCON, INC.
Date: February 14, 2002 By: /s/ Paul A. McPartlin
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Paul A. McPartlin
Chief Financial and Accounting
Officer