UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
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/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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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 May 154, 2002
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Common stock, par value $.10 3,118,387
TECH/OPS SEVCON, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
ASSETS
(in thousands)
Mar 31, Sept 30,
2002 2001
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(unaudited) (derived from
audited
statements)
Current assets:
Cash and cash equivalents $ 816 $ 812
Accounts receivable, less allowances
of $806,000 at 3/31/2002
and $809,000 at 9/30/2001 4,123 5,145
Inventories:
Raw materials 2,172 2,508
Work-in-process 544 1,194
Finished goods 1,424 1,140
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4,140 4,842
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Prepaid expenses and other current
assets 409 658
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Total current assets 9,488 11,457
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Property, plant and equipment, at cost 7,003 7,201
Less: Accumulated depreciation
and amortization 4,471 4,343
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Net property, plant
and equipment 2,532 2,858
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Cost of purchased businesses in excess
of net assets acquired 1,435 1,435
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$13,455 $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)
Mar 31, Sept 30,
2002 2001
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(unaudited) (derived from
audited
statements)
Current liabilities:
Accounts payable $ 1,587 $ 2,611
Dividend payable 281 560
Accrued expenses 1,800 2,072
Accrued taxes on income 401 438
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Total current liabilities 4,069 5,681
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Deferred taxes on income 105 110
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Stockholders' investment
Preferred stock - -
Common stock 312 311
Treasury stock (49) (49)
Premium paid in on common stock 3,997 3,925
Retained earnings 6,860 7,237
Cumulative other comprehensive
income (loss) (1,839) (1,465)
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Total stockholders' investment $ 9,281 $ 9,959
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$13,455 $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 Six Months Ended
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Mar 31, Mar 31, Mar 31, Mar 31,
2002 2001 2002 2001
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Net sales $ 5,575 $ 7,658 $10,977 $13,426
Costs and expenses:
Cost of sales 3,428 4,632 6,849 8,907
Selling, research and
administrative 1,846 2,141 3,735 4,157
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5,274 6,773 10,584 13,064
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Operating income 301 885 393 362
Other income (expense), net (7) - (20) 45
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Income before income taxes 294 885 373 407
Income taxes (102) (310) (130) (142)
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Net income $ 192 $ 575 243 265
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Basic income per share $ .06 $ .18 $ .08 $ .09
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Fully diluted income per share $ .06 $ .18 $ .08 $ .08
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Consolidated Statement of Comprehensive Income
(Unaudited)
(in thousands)
Three Months Ended Six Months Ended
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Mar 31, Mar 31, Mar 31, Mar 31,
2002 2001 2002 2001
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Net income $ 192 $ 575 $ 243 $ 265
Foreign currency
translation adjustment (134) (314) (260) (250)
Change in fair market value
of cash flow hedge (61) (140) (114) (192)
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Comprehensive income (loss) $ (3) $ 121 $ (131) $ (177)
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The accompanying notes are an integral part of these financial statements.
TECH/OPS SEVCON, INC.
Consolidated Statement of Cash Flows
(Unaudited)
(in thousands)
Six Months Ended
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Mar 31, Mar 31,
2002 2001
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Net cash flow from operating activities:
Net income $ 243 $ 265
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation and amortization 270 269
Deferred tax provision (5) (6)
Increase (decrease) in cash resulting from
changes in operating assets & liabilities:
Receivables 1,022 (136)
Inventories 702 (386)
Pre-paid expenses and other current assets 135 350
Accounts payable (1,024) 511
Accrued compensation and expenses (272) 353
Accrued and deferred taxes on income (37) (222)
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Net cash generated from operating activities 1,034 998
Cash flow used by investing activities:
Acquisition of property, plant, and
equipment, net (52) (242)
Disposal of short-term investments - 591
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Net cash generated from (used by)
investing activities (52) 349
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Cash flow (used by) financing activities:
Dividends paid (840) (1,120)
Exercise and repurchase of stock options 14 -
Purchase of common stock - (49)
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Net cash used by financing activities (826) (1,169)
Effect of exchange rate changes on cash (152) (340)
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Net increase (decrease) in cash 4 (162)
Opening balance - cash and cash equivalents 812 1,542
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Ending balance - cash and cash equivalents $ 816 $ 1,380
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Supplemental disclosure of cash flow information
Cash paid for income taxes $ 31 $ 126
Cash paid for interest 14 4
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Supplemental disclosure of non-cash
financing activity:
Dividend declared $ 281 $ 560
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The accompanying notes are an integral part of these financial statements.
TECH/OPS SEVCON, INC.
Notes to Consolidated Financial Statements - March 31, 2002
(Unaudited)
(1) Basis of Presentation
In the opinion of management, the accompanying unaudited
condensed consolidated financial statements contain all adjustments
(consisting of only normally recurring accruals) necessary to present
fairly the financial position of Tech/Ops Sevcon as of March 31, 2002,
the results of operations and cash flows for the three months and six
months ended March 31, 2002.
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 and six-month periods
ended March 31, 2002 are not necessarily indicative of the results to be
expected for the full year.
(2) Cash Dividends
On March 8, 2002, the Company declared a quarterly dividend
of $.09 per share for the second quarter of fiscal 2002, which was
paid on April 11, 2002 to stockholders of record on March 27,
2002. 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 Six Months Ended
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Mar 31 Mar 31 Mar 31 Mar 31
2002 2001 2002 2001
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Net income $ 192 $ 575 $ 243 $ 265
Basic income per share $ .06 $ .18 $ .08 $ .09
Average shares outstanding 3,115 3,110 3,112 3,111
Options outstanding - common
stock equivalents 3 16 9 16
Average common and common
equivalent shares outstanding 3,118 3,126 3,121 3,127
Fully diluted income per share $ .06 $ .18 $ .08 $ .08
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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 March 31, 2002
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Controls Capacitors Corporate Total
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Sales to external customers $ 5,195 $ 380 - $ 5,575
Inter-segment revenues - 156 - 156
Operating income 305 33 (37) 301
Identifiable assets 12,004 1,358 93 13,455
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Three months ended March 31, 2001
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Controls Capacitors Corporate Total
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Sales to external customers $ 7,081 $ 577 - $ 7,658
Inter-segment revenues - 92 - 92
Operating income 760 183 (58) 885
Identifiable assets 15,032 1,323 154 16,499
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Six months ended March 31, 2002
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Controls Capacitors Corporate Total
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Sales to external customers $10,127 $ 850 - $10,977
Inter-segment revenues - 299 - 299
Operating income 400 122 (129) 393
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Six months ended March 31, 2001
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Controls Capacitors Corporate Total
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Sales to external customers $12,358 $ 1,068 - $13,426
Inter-segment revenues - 177 - 177
Operating income 193 288 (119) 362
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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.
Critical Accounting Policies
Financial Reporting Release No. 60, which was recently published by
the SEC, recommends that all companies include a discussion of critical
accounting policies used in the preparation of their financial statements.
The Company's significant accounting policies are summarized in Note 1 of
its financial statements on Form 10-K. While all these significant accounting
policies impact its financial condition and results of operations, the Company
views certain of these policies as critical. Policies determined to be critical
are those policies that have the most significant impact on the Company's
financial statements and require management to use a greater degree of
judgement and/or estimates. Actual results may differ from those estimates.
The Company believes the following represent its critical accounting
policies:
Revenue Recognition
The Company recognizes revenue when title transfers in accordance
with its normal trading terms, which is usually upon shipment of its
products. Over 98% of the Company's revenues are derived from product
shipments. The Company's only post shipment obligation relates to warranty
in the normal course of business for which adequate ongoing reserves are
maintained.
Foreign Currencies and Hedging
Tech/Ops Sevcon translates the assets and liabilities of its foreign
subsidiaries at the current rate of exchange, and income statement accounts
at the average exchange rates in effect during the period. Gains or losses
from foreign currency translation are credited or charged to cumulative
translation adjustment included in the statement of comprehensive income
and as a component of cumulative other comprehensive income in stockholders'
investment in the balance sheet. Foreign currency transaction gains and
losses are included in costs and expenses.
In the current fiscal year approximately 58% of the Company's revenues
and 70% of its assets were denominated in foreign currencies. The majority
of the Company's products are manufactured in the United Kingdom and have
costs denominated in British pounds.
Forward foreign exchange contracts are used primarily by the Company to
hedge the operational ("cash-flow" hedges) and balance sheet ("fair value"
hedges) exposures resulting from changes in foreign currency exchange rates.
These foreign exchange contracts are entered into to hedge anticipated
intercompany product purchases and third party sales and the associated
accounts payable and receivable made in the normal course of business.
Accordingly, these forward foreign exchange contracts are not speculative
in nature. As part of its overall strategy to manage the level of exposure
to the risk of foreign currency exchange rate fluctuations, the Company
hedges a portion of its foreign currency exposures anticipated over the
ensuing 9-month period
Bad Debt
The Company estimates an allowance for doubtful accounts based on
factors related to the credit risk of each customer. With the exception of a
significant loss of in fiscal 2001 relating to one US customer, credit
losses have not been significant in the past ten years. Ten customers account
for approximately 55% of the Company's sales. If the financial condition of
the Company's customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances may be required.
Inventories
Inventories are priced at the lower of cost or market. Inventory costs
include materials, direct labor and manufacturing overhead, and are relieved
from inventory on a first-in, first-out basis. The Company carries out a
significant amount of customization of standard products and also designs
and manufactures special products to meet the unique requirements of its'
customers. This results in a significant proportion of the Company's
inventory being specific to one customer. If actual future demand or
market conditions are less favorable than those projected by management,
additional inventory write-downs may be required.
Warranty Costs
The Company provides for the estimated cost of product warranties at
the time revenue is recognized based upon estimated costs and anticipated
in-warranty failure rates. While the Company engages in product quality
programs and processes, the Company's warranty obligation is affected by
product failure rates, and repair or replacement costs incurred in correcting
a product failure. Should actual product failure rates and repair or
replacement costs differ from estimates, revisions to the estimated warranty
liability may be required.
Results of Operations
Three months ended March 31, 2002
Sales in the second fiscal quarter ended March 31, 2002 were $5,575,000
compared to $7,658,000 in the same quarter of the previous year, a decrease
of $2,083,000, or 27%. Revenues in the U.S. Controller business decreased by
34% mainly due to lower demand in the aerial lift, fork lift truck and
mining markets. Volumes in the European controller markets were 19% lower
than last year, mainly due to weakness in the aerial lift and fork lift
truck markets. Capacitor sales were 34% lower than last year due to
difficult conditions in the European markets for railway signaling and
audio capacitors.
Second quarter gross profit was 38.5% of sales, a decrease from 39.5%
in the second quarter of fiscal 2001. Gross profit of $2,147,000 was $879,000
lower than last year. The decrease in gross profit percentage was mainly due
to lower volumes. In the second quarter of fiscal 2002 inventory reserves
relating to unique materials for UpRight Inc., a customer in Chapter 11
reorganization , were reduced by $60,000, reflecting materials sold during
the quarter, which reduced cost of sales by a like amount.
Selling, research and administrative expenses for the quarter decreased
by $295,000, or 14%, compared to fiscal 2001. In the second quarter of the
current year the Company incurred consulting costs of $93,000 relating to a
plan to improve product quality. During the second quarter of last year the
company incurred costs relating to workforce reductions of $390,000.
Operating income was $301,000, a decrease of $584,000 compared to
the second quarter of last year. Operating income in the capacitor business
segment decreased by $150,000 to $33,000, mainly due to lower volumes.
Operating income in the controller business of $305,000 was $455,000 lower
than in fiscal 2001. The decrease in controller business operating income was
mainly due to lower volumes, partially offset by the cost of workforce
reductions incurred last year of $390,000.
Income before income taxes was $294,000, compared to $855,000
last year, a decrease of $561,000. Income taxes were 34.7% of pre-tax
income compared to 35.0% in the same quarter last year. Net income was
$192,000 compared to $575,000 last year, a decrease of 67%. Basic and fully
diluted income per share decreased by 67%, from $.18 in the second quarter
of fiscal 2001, to $.06 in the current year.
Six months ended March 31, 2002
Sales in the first six months of fiscal 2002 were $10,977,000, compared
to $13,426,000 in the same period last year, a decrease of $2,449,000, or 18%.
Volumes in the controller business were 18% lower than last year. In the
capacitor business revenues were down by $218,000, or 20%, compared to the
first six months of last year.
In the first quarter of fiscal 2001 there was a technical problem with
a major product line which resulted in production of this major product line
being suspended during December 2000. This resulted in lower first quarter
2001 sales, however this was partially recovered in the second quarter of
last year.
Revenues in the US controller business decreased by 24%. This
was mainly due to decreased demand in the aerial lift and fork lift truck
markets, partially offset by increased sales into the neighborhood electric
vehicle market. Controller volumes in foreign markets decreased by 12%, mainly
due to lower demand in the European aerial lift and fork lift truck markets.
Capacitor volumes decreased by $218,000, or 20% compared to the first half of
last year.
Gross profit was 37.6% of sales in the first half of fiscal 2002 compared
to 33.7% in 2001. Gross profit decreased by $391,000 compared to the first
six months of last year. Lower volumes accounted for $1,250,000 of the
decrease in gross profit. 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. The remaining
improvement in gross profit was mainly due to lower material and labor costs
arising from the Company's outsourcing program. Inventory reserves relating
to an aerial lift customer in Chapter 11 reorganization decreased by $60,000
in fiscal 2002.
Operating expenses for the six-month period were $3,735,000 compared
to $4,157,000 last year, a decrease of 10%. The most significant reason for
this decrease was a charge of $390,000 relating to workforce reductions in
the second quarter of fiscal 2001.
Operating income for the first half year was $393,000, an increase
of $31,000 compared to last year. Operating income for the controller
business increased by $207,000 to $400,000. The main causes of this increase
was expense reductions relating to charges last year of $450,000 for product
rectification and $390,000 for the cost of workforce reduction in fiscal 2001,
partially offset by lower volumes. In the capacitor business segment
operating income decreased by $166,000, or 58%, to $122,000, mainly due to
decreased volumes.
Income before income taxes was $373,000, compared to $407,000 last
year, a decrease of $34,000. Other expense was $20,000 compared to other
income of $45,000 in the first half of fiscal 2001. The year-to-year swing
was mainly due to foreign currency losses in 2002 compared to gains last
year. Income taxes were 34.9% of pre-tax income, in line with last year.
Net income was $243,000, a decrease of $22,000 compared to the same period
last year. Basic income per share was $.08 per share compared to $.09 per
share in the first half of fiscal 2001. Fully diluted net income was $.08
per share, in line with the first half of 2001.
Financial Condition
The Company has, since January 1990, maintained a program of regular
cash dividends, which, for the most recent quarter, amounted to $281,000.
Cash balances at the end of March 2002 were $816,000 compared to $812,000
at September 30, 2001. In the first six months net income was $243,000, and
operating activities generated $1,034,000 and dividend payments amounted to
$840,000. In the last 4 fiscal quarters net income amounted to $1,079,000, or
$.35 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 104% 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 overdraft 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
payment of cash dividends.
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 for 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 - There were no reports on Form 8-K
during the quarter for which this report is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
TECH/OPS SEVCON, INC.
Date: May 15, 2002 By: /s/ Paul A. McPartlin
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Paul A. McPartlin
Chief Financial and Accounting
Officer