SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(D) OF THE
SECURITIES ACT OF 1934
(Mark One)
Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended September 30, 2002 or
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
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)
40 NORTH AVENUE, BURLINGTON, Massachusetts 01803
(Address of Principal Executive Offices and Zip Code)
Registrant's Area Code and Telephone Number (781) 229 7896
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 No
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.
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 No
As of September 30, 2002, 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
$12,000,000.
Documents incorporated by reference: Portions of the Proxy Statement for
Annual Meeting of Stockholders to be held January 21, 2003 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 3
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 STOCK AND RELATED STOCKHOLDER MATTERS 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 9
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Balance Sheets September 30, 2002 and 2001 10
Consolidated Statements of Income for the Years ended September 30,
2002, 2001 and 2000 11
Consolidated Statements of Comprehensive Income for the Years ended
September 30, 2002, 2001 and 2000 11
Consolidated Statements of Stockholders' Investment for the Years
ended September 30, 2000, 2001 and 2002 12
Consolidated Statements of Cash Flows for the Years ended
September 30, 2002, 2001 and 2000 13
Notes to Consolidated Financial Statements 14
Reports of Independent Certified Public Accountants 22
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 23
PART III
10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 24
11. EXECUTIVE COMPENSATION 24
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS 24
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 24
PART IV
14. CONTROLS AND PROCEDURES 24
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Exhibits 25
Financial statements and schedules 25
Form 8-K 25
Signatures of registrant and directors 26
Certifications 26
SCHEDULES
II RESERVES 28
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.
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 92% 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
2002 compared to 15% in fiscal 2001 and 12% in fiscal 2000.
- - Marketing and sales
Sales are made primarily through a small full-time marketing staff. Sales in
the United States were $9,054,000, $12,130,000 and $12,715,000, in fiscal
years 2002, 2001 and 2000, respectively, which accounted for approximately
41%, 45% and 42%, respectively, of total sales. Approximately 51% of sales are
made to 10 manufacturers of electric vehicles in the United States, Europe and
the Far East. Approximately 87% of the Company's sales are direct to end
customers, with 13% 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 its new 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, 2002 was $2,460,000 compared to
$2,631,000 at September 2001, and $3,039,000 at September 2000. The decrease
in backlog at September 30, 2002 was mainly due to lower demand, across most
markets served by the Company.
- - 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. During both fiscal 2001 and fiscal
2000 there was a world-wide shortage of certain electronic components. These
shortages did not prevent shipments to customers but did adversely impact
manufacturing costs in fiscal years 2001 and 2002. The Company believes that
its sources and availability of its raw materials are adequate.
- - 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
$1,971,000 in 2002 compared to $1,778,000 in 2001 and $1,946,000 in 2000.
- - 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, 2002, the Company employed 199 full-time employees, of
whom 18 were in the United States, 169 were in the United Kingdom, 9 were in
France, and 3 were in the Far East. Tech/Ops Sevcon believes its relations
with its employees are good. The number of employees decreased by 6% during
fiscal 2002, principally due to the continuation of the Company's program to
outsource certain manufacturing activities.
ITEM 2 PROPERTIES
A subsidiary of the Company leases approximately 12,000 square feet in
Burlington, Massachusetts, under a lease for which notice to terminate in
April 2003 has been received. The building is used for the development,
distribution and service of electronic controls, together with sales and
corporate offices. The Company is actively seeking to lease space at another
location in Massachusetts to house both the corporate office and the Sevcon,
Inc. business. The Company expects that there will be no significant
disruption to its operations caused by this relocation, although rental costs
are expected to increase. 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 2003.
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, 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 40 President & Chief Executive Officer
Paul A. McPartlin 57 Vice President, Treasurer & Chief
Financial Officer
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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 was appointed Vice President and Chief
Operating Officer on November 5, 1996 and President and Chief Executive
Officer on November 13, 1997. 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 STOCK AND RELATED STOCKHOLDER
MATTERS
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 16, 2002, there were
approximately 283 shareholders of record.
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Quarter 1 Quarter 2 Quarter 3 Quarter 4 Year
- ------------------------------------------------------------------------------
2002 Quarters
Cash dividends per share $ .09 $ .09 $ .09 $ .03 $ .30
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Common stock price per share
- High $ 9.95 $10.30 $10.15 $ 8.20 $10.30
- Low 7.16 6.45 7.99 4.02 4.02
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2001 Quarters
Cash dividends per share $ .18 $ .18 $ .18 $ .18 $ .72
- ------------------------------------------------------------------------------
Common stock price per share
- High $11.13 $10.38 $10.00 $10.75 $11.13
- Low 8.94 7.00 7.00 8.30 7.00
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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)
- -----------------------------------------------------------------------------
2002 2001 2000 1999 1998
- -----------------------------------------------------------------------------
Net sales $21,872 $27,002 $30,360 $29,654 $31,519
Operating income 45 1,652 4,108 4,640 5,002
Net income 57 1,101 2,805 3,125 3,269
Basic income per share $ .02 $ .35 $ .90 $ 1.00 $ 1.05
Cash dividends per share $ .30 $ .72 $ .72 $ .72 $ .63
Average shares outstanding 3,117 3,110 3,115 3,110 3,099
Stockholders' investment $ 9,453 $ 9,959 $11,272 $11,411 $10,793
Total assets $13,521 $15,750 $17,209 $18,119 $17,784
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ITEM 7 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
subcontractors 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.
CRITICAL ACCOUNTING POLICIES
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, the Company views certain of these policies as critical. Policies
determined to be critical are those policies that have the most significant
impact on the Company's financial statements and require management to use a
greater degree of judgement and/or estimates. Actual results may differ from
those estimates.
The Company believes the following represent its critical accounting policies:
Revenue Recognition
The Company recognizes revenue when title transfers in accordance with its
normal trading terms, which is usually upon shipment of its products. Over 98%
of the Company's revenues are derived from product shipments. The Company's
only post shipment obligation relates to warranty in the normal course of
business for which reserves are maintained, which management believes are
adequate.
Foreign Currencies and Hedging
Tech/Ops Sevcon translates the assets and liabilities of its foreign
subsidiaries at the current rate of exchange, and income statement accounts at
the average exchange rates in effect during the period. Gains or losses from
foreign currency translation are credited or charged to cumulative translation
adjustment included in the statement of comprehensive income and as a
component of cumulative other comprehensive income in stockholders' investment
in the balance sheet. Foreign currency transaction gains and losses are
included in costs and expenses.
The Company sells to customers throughout the industrialized world. The
majority of the Company's products are manufactured in the United Kingdom. In
fiscal 2002 approximately 41% of the Company's sales were made in US dollars,
23% were made in British pounds and 36% were made in Euros. Over 80% 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.
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 Debts
The Company estimates an allowance for doubtful accounts based on factors
related to the credit risk of each customer. With the exception of a
significant loss of $562,000 in fiscal 2001 relating to one US customer,
credit losses have not been significant in the past ten years. Ten customers
account for approximately 51% 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 customer specific. If actual future demand or market conditions are less
favorable than those projected by management, additional inventory write-downs
may be required.
Warranty Costs
The Company provides for the estimated cost of product warranties at the time
revenue is recognized based upon estimated costs and anticipated in-warranty
failure rates. While the Company engages in product quality programs and
processes, the Company's warranty obligation is affected by product failure
rates, and repair or replacement costs incurred in correcting a product
failure. Should actual product failure rates and repair or replacement costs
differ from estimates, revisions to the estimated warranty liability may be
required. 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. There
were no significant safety related product recalls during the past three
fiscal years.
A) Results of Operations
The table below compares summarized results for the last 3 fiscal years. To
enable a better comparison, the fiscal 2001 results are stated both as
reported and excluding charges incurred in that year of $1,695,000 before tax,
equivalent to $.35 per share.
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(in thousands of dollars except per share data)
- ------------------------------------------------------------------------------
Fiscal 2002 Fiscal 2001 Fiscal 2000
- ------------------------------------------------------------------------------
As As Before As
Reported Reported Charges charges reported
- ------------------------------------------------------------------------------
Net Sales $21,872 $27,002 $ - $27,002 $30,360
Cost of Sales 13,909 17,491 743 16,748 18,427
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Gross Profit 7,963 9,511 (743) 10,254 11,933
Selling, research and
administrative expenses 7,918 7,859 952 6,907 7,825
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Operating income 45 1,652 (1,695) 3,347 4,108
Net income 57 1,101 (1,102) 2,203 2,805
Diluted income per share $ 0.02 $ 0.35 $ (0.35) $ 0.70 $ 0.90
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2002 compared to 2001
Sales in fiscal 2002 were $21,872,000 a decrease of $5,130,000, or 19%,
compared to last year. Revenues in the United States were $9,054,000 compared
to $12,132,000 in fiscal 2001, a decrease in volumes of 25%. In Europe and the
Far East revenues of $12,818,000 compared to $14,870,000 last year, a decrease
of $2,052,000, or 14%. 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 2002 and
the net effect of these changes in average foreign currency exchange rates was
to increase fiscal 2002 sales when measured in dollars by $500,000, or 2%.
Therefore shipment volumes in foreign markets decreased by $2,552,000, or 17%,
compared to last year.
In the controls business segment sales were $20,100,000, a decrease of
$4,736,000, or 19%, compared to the prior year when sales were $24,836,000. In
the fork lift truck market, the largest end user market for the controls
business, sales decreased by 18% compared to last year. Aerial lift sales were
down by 38% compared to fiscal 2001. 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 USA decreased by 11%
due to lower demand for coal. Sales into the airport ground support market,
principally for baggage handling vehicles, decreased sharply following the
tragic events of September 11, 2001, when airlines cut back sharply on
spending, and were down by 41% compared to the prior year. Sales into other
electric vehicle markets, such as neighborhood electric vehicles, burden
carriers and sweepers, increased by over 90%, mainly due to increased sales of
accessory products.
In the capacitor business segment sales were $1,772,000 compared to $2,166,000
in fiscal 2001, a decrease of 18%, mainly due to lower demand in most markets
served by ICW. Foreign currency fluctuations increased sales measured in
dollars by $50,000, or 2% compared to the previous year. Capacitor shipment
volumes were 20% lower than last year. Both the railway signaling and
professional high-end audio equipment end markets were depressed compared to
last year.
Cost of sales in fiscal 2002 was $13,909,000, a decrease of $3,582,000, or 20%
compared to last year. Gross profit in fiscal 2002 was $7,963,000, or 36.4% of
sales, compared to $9,511,000, or 35.2% of sales, in 2001. In fiscal 2001 the
Company recorded charges which reduced gross profit by $743,000 relating to
product rectification and the bankruptcy of a major customer. Before these
charges, gross profit in fiscal 2001 was 38.0% of sales. Thus the gross profit
percentage in fiscal 2002 was 1.6% of sales lower than gross profit before
charges in the prior year. Foreign currency fluctuations reduced reported
gross profit in fiscal 2002 by 0.4% of sales compared to the prior year. The
remaining year-to year decrease in gross profit percentage was mainly due to
adverse sales mix.
Selling, research and administrative expenses were $7,918,000 in 2002 compared
to $7,859,000 last year, an increase of $59,000, or 1%. In fiscal 2001 charges
of $952,000 relating to the bankruptcy of a major customer and the cost of a
20% workforce reduction were included in selling, research and administrative
expenses. Before these charges in fiscal 2001, selling, research and
administrative expenses amounted to $6,907,000. In fiscal 2002 the Company
incurred additional consultancy costs of $543,000 principally due to
accelerated new product engineering and new computer systems. Foreign currency
fluctuations resulted in a $150,000 increase in reported expense. 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 $'000
Reported expense in fiscal 2002 7,918
Reported expense in 2001 7,859
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Increase in expense 59
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Increase (decrease) due to:
Charges in fiscal 2001 for customer bankruptcy and
workforce reduction (952)
Additional consultancy costs in fiscal 2002 543
Effect of exchange rate changes 150
Additional pension expense in the UK 209
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Other increases in operating expense (net), 109
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Total increase in selling research and administrative
expenses in fiscal 2002 59
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Operating income in fiscal 2002 was $45,000 compared to $1,652,000 in fiscal
2001, a decrease of $1,607,000. This decrease was mainly due to lower volumes
which decreased income by approximately $2,750,000, the decrease in income in
2002 of $543,000 due to additional consultancy expense which was partially
offset by the net impact of charges of $1,695,000 in fiscal 2001. Operating
income was 0.2% of sales in 2002 compared to 6.1% of sales in the prior year.
Interest expense in fiscal 2002 was $39,000 compared to $13,000 in the prior
year due to increased short-term borrowing in Europe. Interest income was
$9,000 compared to $26,000 in the prior year due to lower cash balances. Other
income, mainly due to foreign currency gains, was $73,000 compared to $49,000
in the previous year.
Income before income taxes was $88,000 in fiscal 2002, a decrease of
$1,626,000 compared to last year. Income taxes were 35.2% of pre-tax income
compared to 35.8% in fiscal 2001. The decrease in the average tax rate was
mainly due to higher foreign tax credits in fiscal 2002. Net income was
$57,000, or $.02 per share, both basic and diluted. In fiscal 2001 net income
was $1,101,000, or $.35 per share, both basic and diluted. Net income per
share decreased by $.33 per share compared to last year.
2001 compared to 2000
In fiscal 2001 sales were $27,002,000, a decrease of $3,358,000, or 11%,
compared to fiscal 2000. The strength of the dollar compared to the Euro and
the British Pound, accounted for a $1,000,000, or 3%, decrease in reported
sales. Shipment volumes decreased by 8% compared to the prior year. This was
principally due to a 38% decrease in shipments to the aerial lift market,
partially offset by strong growth in the mining market.
Sales in the controls business segment decreased by $3,510,000, or 12%. US
controls sales were $12,132,000, a decrease of 5% compared to fiscal 2000.
Foreign controls sales were $12,704,000 compared to $15,631,000 in the prior
year, a decrease of 19%. Foreign currency fluctuations, compared with the US
dollar, accounted for 5% of this decrease and the remaining 14% decrease was
due to lower volumes. These lower volumes were principally due to declines in
shipments to the European aerial lift market and the counterbalance sector of
the fork lift truck market. Sales in the capacitor business were $2,166,000,
an increase of $152,000, or 8%, compared to fiscal 2000. This was principally
due to higher volumes in the railway signaling and audio capacitor markets.
In fiscal 2001 the Company recorded three non-recurring charges, as follows:-
- - In June 2001 UpRight, Inc., a manufacturer of aerial lifts that was a
significant customer of the Company, filed for protection under Chapter
11 of the bankruptcy code. The Company recorded a charge of $855,000,
equivalent to $.18 per share, to cover the outstanding receivable from
UpRight of $562,000 and an estimated write-down of inventory unique to
this customer of $293,000. Shipments to UpRight, Inc. accounted for 5% of
total revenues in fiscal 2001 compared to 6% in fiscal 2000.
- - The Company incurred a charge of $390,000 relating to a 20% reduction in
its world-wide workforce in the second quarter of fiscal 2001.
- - In the quarter ended December 2000 there was a technical problem with a
product line which impacted one major fork lift truck customer. This
resulted in the Company incurring a charge for product rectification
costs of $450,000.
In total the impact of the above charges in fiscal 2001 was $1,695,000, which
was equivalent to $.35 per share. A comparison of results before and after
these charges is set out at the start of this Results of Operations discussion
and analysis.
Gross profit in fiscal 2001 was $9,511,000, or 35.2% of sales, after the
$293,000 charge relating to the write-down of inventory relating to UpRight
and the $450,000 charge relating to product rectification costs. Prior to
these charges, which total $743,000, gross profit was $10,254,000, or 38.0% of
sales, compared to $11,933,000, or 39.3% of sales in the prior year. The
decrease in gross profit percentage was mainly due to difficult material
supply conditions, caused by a world-wide shortage of electronic components,
start-up costs associated with the Company's outsourcing program and lower
labor efficiency during the period of workforce reduction.
Selling, research and administrative expenses were $7,859,000 in fiscal 2001,
including $562,000 relating to the increase in reserves for the UpRight
account receivable and $390,000 for the costs relating to workforce
reductions. Prior to these charges of $952,000, operating expenses were
$6,907,000, a decrease of $918,000, or 12%, compared to fiscal 2000. This
decrease was due to both foreign currency fluctuations and the savings
resulting from the workforce reduction.
During fiscal 2001 there was significant progress in outsourcing non-core
activities with a consequent reduction in the number of employees and
operating expenses.
Operating income for fiscal 2001 was $1,652,000. Charges totaling $1,695,000
impacting operating income included $855,000 relating to UpRight, $390,000 for
workforce reductions and $450,000 for product rectification. All of these
charges impacted the controller business segment. Prior to these charges
operating income was $3,347,000, or 12.4% of sales, compared to $4,108,000, or
13.5% of sales, in the prior year. This decrease in operating income was
principally due to lower volumes, partially offset by the savings in operating
expenses arising from the workforce reductions. Operating income in the
capacitor business segment was $442,000 compared to $463,000 in the prior
year. This decrease was principally due to foreign currency fluctuations. In
the controller business segment, and before the charges mentioned above which
totaled $1,695,000, operating income was $3,139,000. This was a decrease of
19% compared to the prior year when operating income for the controls segment
was $3,862,000. This decrease in operating income, after the impact of
charges, was principally due to lower volumes. Income before income taxes was
$1,714,000 compared to $4,196,000 in the same period in fiscal 2000 year.
Income taxes were 35.8% of pre-tax income in fiscal 2001 compared to 33.1% in
fiscal 2000. The increase in the average tax rate was mainly due to a lower
proportion of the Company's fiscal 2001 profits that were earned in lower tax
rate foreign operations.
Net income was $1,101,000, or $.35 per share, compared to $2,805,000, or $.90
per share, in fiscal 2000. The charges in fiscal 2001 reduced net income by
$1,102,000, or $.35 per share. Prior to these charges net income would have
been $2,203,000, or $.70 per share, a decrease of 21% compared to the prior
year.
B) Liquidity and Capital Resources
The Company's cash flow from operating activities for fiscal 2002 was
$1,407,000 compared to $1,476,000 last year. Acquisitions of property, plant
and equipment amounted to $287,000 compared to $431,000 in fiscal 2001.
Quarterly dividend payments were reduced twice during fiscal 2002, from $.18
per share to $.09 per share in the first quarter and then to $.03 per share in
the fourth quarter. In fiscal 2002 dividend payments amounted to $1,401,000
compared to $2,240,000 in 2001. Exchange rate changes increased cash by
$147,000 in fiscal 2002 compared to a decrease of $77,000 last year. In fiscal
2002 cash balances decreased by $117,000. The main working capital changes in
fiscal 2002 which totaled $930,000 were a decrease in receivables of
$1,207,000 due to lower shipments, and decreased inventories of $705,000,
mainly due to both lower volumes and working down some of the unique inventory
that increased last year due to the bankruptcy of UpRight. Accounts payable
decreased by $1,205,000, mainly due to lower volumes and inventory reductions.
The Company has no long-term debt and has overdraft facilities in the United
Kingdom (UK) amounting to $1,730,000 and in France of $325,000. These
facilities were unused at September 30, 2002 and September 30, 2001. During
fiscal 2002 the peak borrowing under these facilities was $900,000 and the
average level of borrowing was $260,000. The UK overdraft facilities are
secured by all of the Company's assets in the UK and are due for renewal in
September 2003 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 2003 but, in line with normal practice in Europe,
can be withdrawn on demand by the bank.
At September 20, 2002 the Company's cash balances were $695,000 and there was
no short-term or long-term debt. The Company does not have any off balance
sheet financing. The Company has, since January 1990, maintained a program of
regular cash dividends, which amounted to $94,000 per quarter in the last
quarter of fiscal 2002. During fiscal 2002 the Company reduced its quarterly
cash dividends from $.18 per share to $.03 per share, in response to lower
earnings and cash balances. 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, which amounted to $2,055,000 at September 30,
2002. 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 $534,000. There were no significant capital
expenditure commitments at September 30, 2002. 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.
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.
Foreign currency risk
The Company manufactures products principally in the United Kingdom and sells
products world-wide. Therefore the Company's operating results are subject to
fluctuations in foreign currency exchange rates. In addition, the translation
of the sales and income of foreign subsidiaries into US dollars is also
subject to fluctuations in foreign currency exchange rates. The Company
undertakes hedging activities to manage the foreign exchange exposures related
to forecast purchases and sales in foreign currency and the associated foreign
currency denominated receivables and payables. The Company does not engage in
speculative foreign exchange transactions. Details of this hedging activity
and the underlying exposures are contained in Note (1) H to the Company's
consolidated financial statements included under Item 8. Because the
difference between the spot and hedged foreign exchange rate at September 30,
2002 was less than 1%, and amounted to $4,000, the risk of default by
counterparties is not material to the Company.
Materials and subcontractors:
The Company relies on certain suppliers and subcontractors for all of its
requirements for certain components, subassemblies and finished products. In
the event that such suppliers and subcontractors are unable or unwilling to
continue supplying the Company there is no certainty that the Company would be
able to establish alternative sources of supply in time to meet customer
demand.
Buildings and Insurance
In the controller business the majority of product is produced in a single
plant in England. The capacitor businesses is located in a single plant in the
Wales. In the event that either 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.
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, 2002 the risk arising from changes in interest
rates was not material.
Litigation Risk
In fiscal 2002 the Company received a demand for repayment of an alleged
preference payment of $180,000 received from a fork lift truck 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 both for providing new value to the
customer subsequent to the alleged preference payments and that the payments
received were in the ordinary course of business. The Company believes that
its reserves for doubtful accounts are adequate to cover its estimated
exposure to this customer.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED BALANCE SHEETS
Tech/Ops Sevcon, Inc. and Subsidiaries
September 30, 2002 and 2001 (in thousands of dollars)
- ------------------------------------------------------------------------------
ASSETS 2002 2001
- ------------------------------------------------------------------------------
Current assets:
Cash and cash equivalents $ 695 $ 812
Receivables, net of allowances for doubtful accounts
of $356,000 in 2002 and $809,000 in 2001 3,938 5,145
Inventories 4,137 4,842
Prepaid expenses and other current assets 539 658
- ------------------------------------------------------------------------------
Total current assets 9,309 11,457
- ------------------------------------------------------------------------------
Property, plant and equipment, at cost:
Land and improvements 22 21
Buildings and improvements 1,950 1,827
Equipment 5,941 5,353
- ------------------------------------------------------------------------------
7,913 7,201
Less: accumulated depreciation and amortization 5,136 4,343
- ------------------------------------------------------------------------------
Net property, plant and equipment 2,777 2,858
- ------------------------------------------------------------------------------
Goodwill 1,435 1,435
- ------------------------------------------------------------------------------
Total assets $13,521 $15,750
- ------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' INVESTMENT
- ------------------------------------------------------------------------------
Current liabilities:
Accounts payable $ 1,406 $ 2,611
Dividend payable 94 560
Accrued compensation and related costs 720 565
Other accrued expenses 1,595 1,507
Accrued and deferred taxes on income 160 438
- ------------------------------------------------------------------------------
Total current liabilities 3,975 5,681
- ------------------------------------------------------------------------------
Deferred taxes on income 93 110
- ------------------------------------------------------------------------------
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 2002
and 3,114,820 shares in 2001 313 311
Treasury stock, none in 2002 and 5,200 shares in 2001,
at cost - (49)
Premium paid in on common stock 4,047 3,925
Retained earnings 6,189 7,237
Cumulative other comprehensive income (loss) (1,096) (1,465)
- ------------------------------------------------------------------------------
Total stockholders' investment 9,453 9,959
- ------------------------------------------------------------------------------
Total liabilities and stockholders' investment $13,521 $15,750
- ------------------------------------------------------------------------------
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, 2002, 2001 and 2000 (in thousands except per
share data)
- ------------------------------------------------------------------------------
2002 2001 2000
- ------------------------------------------------------------------------------
Net sales $21,872 $27,002 $30,360
Costs and expenses:
Cost of sales 13,909 17,491 18,427
Selling, research and administrative 7,918 7,859 7,825
- ------------------------------------------------------------------------------
21,827 25,350 26,252
- ------------------------------------------------------------------------------
Operating income 45 1,652 4,108
Interest expense (39) (13) (1)
Interest income 9 26 71
Other income, net 73 49 18
- ------------------------------------------------------------------------------
Income before income taxes 88 1,714 4,196
Income taxes (31) (613) (1,391)
- ------------------------------------------------------------------------------
Net income $ 57 $ 1,101 $ 2,805
- ------------------------------------------------------------------------------
Basic income per share $ .02 $ .35 $ .90
- ------------------------------------------------------------------------------
Diluted income per share $ .02 $ .35 $ .90
- ------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Tech/Ops Sevcon, Inc. and Subsidiaries
For the Years ended September 30, 2002, 2001 and 2000 (in thousands of
dollars)
- ------------------------------------------------------------------------------
2002 2001 2000
- ------------------------------------------------------------------------------
Net income $ 57 $ 1,101 $ 2,805
Foreign currency translation adjustment 473 (41) (895)
Changes in fair market value of cash flow hedges (104) (85) 192
- ------------------------------------------------------------------------------
Comprehensive income $ 426 $ 975 $ 2,102
- ------------------------------------------------------------------------------
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, 2000, 2001 and 2002 (in thousands of
dollars)
- ------------------------------------------------------------------------------
Premium
paid Cumulative Total
in on other stock-
Common Treasury common Retained comprehensive holders'
stock stock stock earnings income (loss) investment
- ------------------------------------------------------------------------------
Balance September
30, 1999 $ 312 $ - $ 3,924 $ 7,811 $ (636) $11,411
Net income - - - 2,805 - 2,805
Dividends ($.72
per share) - - - (2,243) - (2,243)
Currency translation
adjustment - - - - (895) (895)
Change in fair market
value of cash flow
hedge - - - - 192 192
Cancellation of
unclaimed shares (1) - 1 2 - 2
- ------------------------------------------------------------------------------
Balance September
30, 2000 311 - 3,925 8,375 (1,339) 11,272
Net income - - - 1,101 - 1,101
Dividends ($.72 per
share) - - - (2,239) - (2,239)
Purchase of treasury
stock - (49) - - - (49)
Currency translation
adjustment - - - - (41) (41)
Change in fair market
value of cash flow
hedge - - - - (85) (85)
- ------------------------------------------------------------------------------
Balance September
30, 2001 311 (49) 3,925 7,237 (1,465) 9,959
Net income - - - 57 - 57
Dividends ($.30 per
share) - - - (935) - (935)
Currency translation
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
- ------------------------------------------------------------------------------
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, 2002, 2001 and 2000 (in thousands of
dollars)
- ------------------------------------------------------------------------------
2002 2001 2000
- ------------------------------------------------------------------------------
Cash flow from operating activities:
Net income $ 57 $ 1,101 $ 2,805
Adjustments to reconcile net income to net cash
from operating activities:
Depreciation and amortization 544 518 541
Deferred tax provision / benefit (124) (25) (3)
Increase (decrease) in cash resulting from
changes in operating assets and liabilities:
Receivables 1,207 987 (1,040)
Inventories 705 (1,158) 528
Prepaid expenses and other current assets 122 173 (357)
Accounts payable (1,205) 226 (265)
Accrued compensation and expenses 243 (275) (603)
Accrued and deferred taxes on income (142) (71) 101
- ------------------------------------------------------------------------------
Net cash generated from operating activities 1,407 1,476 1,707
- ------------------------------------------------------------------------------
Cash flow (used by) generated from investing activities:
Acquisition of property, plant and equipment (287) (431) (678)
Acquisition and disposal of short-term investments - 591 (591)
- ------------------------------------------------------------------------------
Net cash (used by) generated from investing activities (287) 160 (1,269)
- ------------------------------------------------------------------------------
Cash flow used by financing activities:
Purchase of common stock (170) (49) -
Exercise of stock options 187 - -
Dividends paid (1,401) (2,240) (2,243)
- ------------------------------------------------------------------------------
Net cash used by financing activities (1,384) (2,289) (2,243)
- ------------------------------------------------------------------------------
Effect of exchange rate changes on cash 147 (77) (328)
- ------------------------------------------------------------------------------
Net decrease in cash (117) (730) (2,133)
Beginning balance - cash and cash equivalents 812 1,542 3,675
- ------------------------------------------------------------------------------
Ending balance - cash and cash equivalents $ 695 $ 812 $ 1,542
- ------------------------------------------------------------------------------
Supplemental disclosure of cash flow information:
Cash paid for income taxes $ 238 $ 590 $ 1,530
Cash paid for interest $ 39 $ 13 $ 1
- ------------------------------------------------------------------------------
Supplemental disclosure of non-cash financing activity:
Dividend declared $ 94 $ 560 $ 561
- ------------------------------------------------------------------------------
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 income statement amounts
have been restated to conform to the current classification of expenses.
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 adequate ongoing reserves are maintained.
C. Research and development
The cost of research and development programs is charged against income as
incurred and amounted to approximately $1,971,000 in 2002, $1,778,000 in 2001
and $1,946,000 in 2000. This expense is included in selling, research and
administrative expense in the income statement. Research and development
expense was 9.0% of sales in 2002 compared to 6.6% in 2001 and 6.4% in 2000.
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. 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.
F. 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)
- ------------------------------------------------------------------------------
2002 2001
- ------------------------------------------------------------------------------
Raw materials $ 2,096 $ 2,508
Work-in-process 594 1,194
Finished goods 1,447 1,140
- ------------------------------------------------------------------------------
$ 4,137 $ 4,842
- ------------------------------------------------------------------------------
G. 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.
H. 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 41% of the Company's sales are made in US dollars, 23% are made
in British pounds and 36% are made in Euros. Over 80% 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, 2002, the Company had effectively hedged
approximately 5% 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, 2002 and
2001. 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)
- ----------------------------------------------------------------------------
Notional Average
Amount Contract Rate
- ----------------------------------------------------------------------------
At September 30, 2002:
Sell US Dollars for British Pounds $ 550 $1.56 = 1BPS
- ----------------------------------------------------------------------------
Total $ 550
- ----------------------------------------------------------------------------
Estimated fair value * $ 4
- ----------------------------------------------------------------------------
Amount recorded as other comprehensive income $ (104)
- ----------------------------------------------------------------------------
At September 30, 2001:
Sell Euros for British Pounds $ 1,958 EURO 1.59 = 1BPS
Sell US Dollars for British Pounds $ 2,710 $1.41 =1BPS
- ----------------------------------------------------------------------------
Total $ 4,668
- ----------------------------------------------------------------------------
Estimated fair value * $ 125
- ----------------------------------------------------------------------------
Amount recorded as other comprehensive income $ (85)
- ----------------------------------------------------------------------------
*The estimated fair value is based on the estimated amount at which the
contracts could be settled based on forward exchange rates.
I. 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.
J. Earnings per share
Basic and diluted net income per common share for the three years ended
September 30, 2002 are calculated as follows:
- ----------------------------------------------------------------------------
(in thousands except per share data)
- ----------------------------------------------------------------------------
2002 2001 2000
- ----------------------------------------------------------------------------
Net income $ 57 $ 1,101 $ 2,805
Weighted average shares outstanding 3,117 3,110 3,115
Basic income per share $ .02 $ .35 $ .90
- ----------------------------------------------------------------------------
Options outstanding - common stock equivalents 7 16 18
Average common and common equivalent shares
outstanding 3,124 3,126 3,133
Diluted income per share $ .02 $ .35 $ .90
- ----------------------------------------------------------------------------
K. 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.
Operating results in the future could vary from the amounts derived from
management's estimates and assumptions.
L. 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, 2002,
approximates fair value due to the short-term nature of these instruments.
M. 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 charged to "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, since in the opinion of management there has been no
diminution in the value of the excess related to these acquisitions. The
excess related to subsequent acquisitions has been fully 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.
(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 the following number of mature shares from employees 2000 - 0;
2001 - 0; 2002 -18,569.
In fiscal 2001 the Company purchased 5,200 shares of its common stock for
treasury stock at a total cost of $49,000. No such shares were purchased in
fiscal years 2002 or 2000. These shares were issued to satisfy options
exercised by employees in fiscal 2002.
(3) STOCK-BASED COMPENSATION PLANS
There were 39,500 shares reserved under the Company's 1996 Equity Incentive
Plan at September 30, 2002. Options for 10,000 shares were granted in November
2001. 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. No options were granted or exercised in fiscal 2001.
Recipients of grants or options must execute a standard form of noncompetition
agreement. Options granted are exercisable at a price not less than fair
market value on the date of grant. This plan also provides for the grant of
Stock Appreciation Rights (SARs), either separately, or in relation to options
granted, and for the grant of bonus shares. No SARs or bonus shares have been
granted.
In January 1998 the stockholders approved the 1998 Directors Option Plan
reserving 50,000 shares for issue under the plan. Options for a total of
25,000 shares granted to 5 directors in 1998 are outstanding.
SFAS #123 Accounting for Stock-Based Compensation defines a fair value based
method of accounting for employee stock options or similar equity instruments
and encourages all entities to adopt that method of accounting. However, it
also allows an entity to continue to measure compensation costs using the
method of accounting proscribed by APB #25 Accounting for Stock Issued to
Employees. The Company has elected 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)
- ----------------------------------------------------------------------------
2002 2001 2000
- ----------------------------------------------------------------------------
Net income As reported $ 57 $ 1,101 $ 2,805
Pro forma 4 1,037 2,741
Basic net income per share As reported $ .02 $ .35 $ .90
Pro forma $ .00 $ .33 $ .88
Diluted net income per share As reported $ .02 $ .35 $ .90
Pro forma $ .00 $ .33 $ .87
- ----------------------------------------------------------------------------
The effects of applying SFAS #123 in this pro forma disclosure are not
indicative of future amounts. SFAS #123 does not apply to awards prior to
fiscal 1996 and additional awards in future years are anticipated.
Option transactions under the plans for the three years ended September 30,
2002 were as follows:
- ----------------------------------------------------------------------------
Shares under Weighted average
option exercise price
- ----------------------------------------------------------------------------
Outstanding at September 30, 1999 119,000 $11.61
Granted in 2000 58,500 10.86
Cancelled in 2000 (7,000) 13.96
- ----------------------------------------------------------------------------
Outstanding at September 30, 2000 170,500 11.25
Cancelled in 2001 (27,000) 11.53
- ----------------------------------------------------------------------------
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
- ----------------------------------------------------------------------------
Exercisable at September 30, 2002 40,400 $13.36
- ----------------------------------------------------------------------------
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 2002: risk-free interest rate of 6%;
expected dividend yield of 1.25%; expected life of 7 years; expected
volatility of 48%.
Details of options outstanding at September 30, 2002 were as follows:
- ----------------------------------------------------------------------------
Shares Weighted average
Price range under option remaining contractual life
- ----------------------------------------------------------------------------
$ 9.60 - $14.40 89,500 6 years
$ 14.41 - $21.62 25,000 5 years
- ----------------------------------------------------------------------------
114,500 6 years
- ----------------------------------------------------------------------------
(4) INCOME TAXES
The domestic and foreign components of income before income taxes are as
follows:
- ----------------------------------------------------------------------------
(in thousands of dollars)
- ----------------------------------------------------------------------------
2002 2001 2000
- ----------------------------------------------------------------------------
Domestic $ 215 $ 815 $ 1,039
Foreign (127) 899 3,157
- ----------------------------------------------------------------------------
$ 88 $ 1,714 $ 4,196
- ----------------------------------------------------------------------------
The components of the provision / (benefit) for income taxes for the years
ended September 30, 2002, 2001 and 2000 are as follows:
- ----------------------------------------------------------------------------
(in thousands of dollars)
- ----------------------------------------------------------------------------
2002
- ----------------------------------------------------------------------------
Current Deferred Total
- ----------------------------------------------------------------------------
Federal $ 80 $ (31) $ 49
State 35 (6) 29
Foreign 40 (87) (47)
- ----------------------------------------------------------------------------
$ 155 $ (124) $ 31
- ----------------------------------------------------------------------------
2001
- ----------------------------------------------------------------------------
Current Deferred Total
- ----------------------------------------------------------------------------
Federal $ 250 $ - $ 250
State 72 - 72
Foreign 310 (19) 291
- ----------------------------------------------------------------------------
$ 632 $ (19) $ 613
- ----------------------------------------------------------------------------
2000
- ----------------------------------------------------------------------------
Current Deferred Total
- ----------------------------------------------------------------------------
Federal $ 329 $ (35) $ 294
State 96 (6) 90
Foreign 988 19 1,007
- ----------------------------------------------------------------------------
$ 1,413 $ (22) $ 1,391
- ----------------------------------------------------------------------------
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)
- -----------------------------------------------------------------------------
2002 2001 2000
- -----------------------------------------------------------------------------
Statutory Federal income tax rate 34% 34% 34%
Computed tax provision at statutory rate $ 30 $ 583 $ 1,427
Increases (decreases) resulting from:
Foreign tax rate differentials 5 (25) (92)
State taxes net of federal tax benefit 19 48 59
Foreign tax credits and other (23) 7 (3)
- -----------------------------------------------------------------------------
Income tax provision in the Statement of Income $ 31 $ 613 $ 1,391
- -----------------------------------------------------------------------------
Deferred income taxes result from temporary differences in reporting
transactions for financial reporting and tax purposes. The significant items
comprising the domestic and foreign deferred tax accounts at September 30,
2002 and 2001 are as follows:
- -----------------------------------------------------------------------------
(in thousands of dollars)
- -----------------------------------------------------------------------------
2002
- -----------------------------------------------------------------------------
Domestic Foreign Foreign
current current long-term
- -----------------------------------------------------------------------------
Assets:
Pension accruals $ 222 $ 8 $ -
Inventory basis differences 114 28 -
Warranty reserves 62 - -
Other (net) 93 18 -
- -----------------------------------------------------------------------------
491 54 -
Liabilities:
Property basis differences - - (93)
- -----------------------------------------------------------------------------
Net asset (liability) 491 54 (93)
Valuation allowance (220) - -
- -----------------------------------------------------------------------------
Net deferred tax asset (liability) $ 271 $ 54 $ (93)
- -----------------------------------------------------------------------------
2001
- -----------------------------------------------------------------------------
Domestic Foreign Foreign
current current long-term
- -----------------------------------------------------------------------------
Assets:
Pension accruals $ 226 $ - $ -
Inventory basis differences 36 46 -
Warranty reserves 112 - -
Other (net) 62 16 -
- -----------------------------------------------------------------------------
436 62 -
Liabilities:
Prepaid pension - (60) -
Property basis differences - - (110)
- -----------------------------------------------------------------------------
Net asset (liability) 436 2 (110)
Valuation allowance (220) - -
- -----------------------------------------------------------------------------
Net deferred tax asset (liability) $ 216 $ 2 $ (110)
- -----------------------------------------------------------------------------
The valuation allowance is provided when it is probable that some portion of
the deferred tax asset will not be realized.
(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 fork lift truck 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 both for providing new value to the
customer subsequent to the alleged preference payments and that the payments
received were in the ordinary course of business. The Company believes that
its reserves for doubtful accounts are adequate to cover its estimated
exposure to this customer.
Tech/Ops Sevcon is involved in various other legal proceedings 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, 2002 was $192,000.
Minimum rental commitments under all non-cancelable leases are as follows for
the years ended September 30: 2003 - $144,000; 2004 - $65,000; 2005 - $62,000;
2006 - $56,000; 2007 - $56,000 and $1,294,000 thereafter. Net rentals of
certain land, buildings and equipment charged to expense were $178,000 in
2002, $177,000 in 2001, and $195,000 in 2000.
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 $1,730,000.
(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.
- -----------------------------------------------------------------------------
(in thousands of dollars)
- -----------------------------------------------------------------------------
2002 2001
- -----------------------------------------------------------------------------
Change in benefit obligation:
Benefit obligation at beginning of year $ 8,951 $ 7,470
Effect of benefit remeasurement - 1,313
Service cost 394 438
Interest cost 667 632
Plan participants contributions 171 144
Actuarial (gain) loss 396 (36)
Benefits paid (190) (485)
Curtailment gain - (168)
Settlement - (353)
Foreign currency exchange rate changes 621 (4)
- -----------------------------------------------------------------------------
Benefit obligation at end of year 11,010 8,951
- -----------------------------------------------------------------------------
Change in plan assets:
Fair value of plan assets at beginning of year 7,024 7,582
Return on plan assets (a) 1,770 (202)
Employer contributions 491 378
Plan participants contributions 171 144
Settlement - (348)
Benefits paid (190) (484)
Foreign currency exchange rate changes 562 (46)
- -----------------------------------------------------------------------------
Fair value of plan assets at end of year 9,828 7,024
- -----------------------------------------------------------------------------
Funded status (1,182) (1,927)
Unrecognized transition obligation (asset) (8) (44)
Unrecognized prior service cost 669 -
Unrecognized net actuarial (gain) loss 136 2,198
- -----------------------------------------------------------------------------
Prepaid (accrued) benefit cost $ (385) $ 227
- -----------------------------------------------------------------------------
(a) Return on plan assets includes an adjustment for changes in fair value
related to prior years and an increase from the conversion of the UK plan from
a conventional with profits policy to a unitized with profits policy.
The Tech/Ops Sevcon net pension cost included the following components as
defined by SFAS #132.
- -----------------------------------------------------------------------------
(in thousands of dollars)
- -----------------------------------------------------------------------------
2002 2001 2000
- -----------------------------------------------------------------------------
Components of net periodic benefit cost:
Service cost $ 394 $ 437 $ 476
Interest cost 667 632 530
Expected return on plan assets (563) (576) (597)
Amortization of transition obligation (35) (53) (46)
Amortization of prior service cost 44 - -
Recognized net actuarial gain (loss) 17 18 (11)
- -----------------------------------------------------------------------------
Net periodic benefit cost (b) $ 524 $ 458 $ 352
- -----------------------------------------------------------------------------
Net cost of defined contribution plans $ 24 $ 24 $ 26
- -----------------------------------------------------------------------------
(b) 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.
Plan assets include marketable equity securities, corporate and government
debt securities, deferred annuities (primarily insurance contracts in the UK),
cash and other short-term investments. The average discount rate and rate of
increase in future compensation levels used in determining the actuarial
present value of the projected benefit obligation were 6.75% and 4.75%,
respectively, and the expected long-term rate of return on assets was 8.0% in
2002, 2001 and 2000.
(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)
- -----------------------------------------------------------------------------
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 457 87 - 544
Identifiable assets 11,789 1,406 326 13,521
Capital expenditures 279 8 - 287
- -----------------------------------------------------------------------------
2001
- -----------------------------------------------------------------------------
Controls Capacitors Corporate Total
- -----------------------------------------------------------------------------
Sales to external customers $24,836 $ 2,166 $ - $27,002
Inter-segment revenues - 342 - 342
Operating income 1,444 442 (234) 1,652
Depreciation and amortization 433 85 - 518
Identifiable assets 14,067 1,284 399 15,750
Capital expenditures 323 108 - 431
- -----------------------------------------------------------------------------
2000
- -----------------------------------------------------------------------------
Controls Capacitors Corporate Total
- -----------------------------------------------------------------------------
Sales to external customers $28,346 $ 2,014 $ - $30,360
Inter-segment revenues - 341 - 341
Operating income 3,862 463 (217) 4,108
Depreciation and amortization 451 90 - 541
Identifiable assets 15,053 1,356 800 17,209
Capital expenditures 647 31 - 678
- -----------------------------------------------------------------------------
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)
- -----------------------------------------------------------------------------
2002 2001 2000
- -----------------------------------------------------------------------------
Sales:-
US sales $ 9,054 $12,132 $12,715
Foreign sales:
United Kingdom 9,560 10,950 13,202
France 3,252 3,910 4,443
Korea 6 10 -
- -----------------------------------------------------------------------------
Total Foreign 12,818 14,870 17,645
- -----------------------------------------------------------------------------
Total sales $21,872 $27,002 $30,360
- -----------------------------------------------------------------------------
Long-lived assets:
USA $ 1,514 $ 1,563 $ 1,586
United Kingdom 2,624 2,623 2,733
France 68 94 90
Korea 6 13 20
- -----------------------------------------------------------------------------
Total $ 4,212 $ 4,293 $ 4,429
- -----------------------------------------------------------------------------
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 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 2002 Tech/Ops Sevcon's largest customer accounted for 11% of sales
and for 9% of receivables. In 2001 the largest customer accounted for 15% of
sales and 12% of receivables. In 2000 the largest and second largest customers
accounted for 12% and 11% of sales and 10% and 15% of receivables
respectively.
(8) QUARTERLY FINANCIAL DATA (UNAUDITED)
Selected quarterly financial data for fiscal years 2002 and 2001 is set out
below: (in thousands except per share data)
- -----------------------------------------------------------------------------
First Second Third Fourth Total
Quarter Quarter Quarter Quarter Year
- -----------------------------------------------------------------------------
2002 Quarters
- -----------------------------------------------------------------------------
Net sales $ 5,402 $ 5,575 $ 5,355 $ 5,540 $21,872
Gross profit 1,981 2,147 1,935 1,900 7,963
Operating income * 92 301 (18) (330) 45
Net income 51 192 19 (205) 57
- -----------------------------------------------------------------------------
Basic income per share $ .02 $ .06 $ .01 $ (.07) $ .02
- -----------------------------------------------------------------------------
Diluted income per share $ .02 $ .06 $ .01 $ (.07) $ .02
- -----------------------------------------------------------------------------
2001 Quarters
- -----------------------------------------------------------------------------
Net sales $ 5,768 $ 7,658 $ 7,680 $ 5,896 $27,002
Gross profit 1,493 3,026 2,880 2,112 9,511
Operating income (523) 885 656 634 1,652
Net income (310) 575 408 428 1,101
- -----------------------------------------------------------------------------
Basic income per share $ (.10) $ .18 $ .13 $ .14 $ .35
- -----------------------------------------------------------------------------
Diluted income per share $ (.10) $ .18 $ .13 $ .14 $ .35
- -----------------------------------------------------------------------------
* Includes additional pension expense in the fourth quarter of fiscal 2002 of
$209,000 related to the UK pension plan.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors and Shareholders
Tech/Ops Sevcon, Inc.
We have audited the accompanying consolidated balance sheet of Tech/Ops
Sevcon, Inc. and subsidiaries as of September 30, 2002 and the related
consolidated statements of income, comprehensive income, stockholders'
investment and cash flows for the year then ended. 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 audit. The accompanying consolidated balance sheet of
Tech/Ops Sevcon, Inc. and subsidiaries as of September 30, 2001 and the
related consolidated statements of income, comprehensive income, stockholders'
investment, and cash flows for each of the years in the two-year period ended
September 30, 2001 were audited by other auditors who have ceased operations.
Those auditors expressed an unqualified opinion on those consolidated
financial statements in their report dated November 6, 2001.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. 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
audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Tech/Ops Sevcon, Inc. and subsidiaries as of September 30, 2002 and the
results of their consolidated operations and their consolidated cash flows for
the year then ended in conformity with accounting principles generally
accepted in the United States of America.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedule II is presented for purposes
of complying with the Securities and Exchange Commission's rules and is not
part of the basic financial statements. The financial data in this schedule as
of and for the year ended September 30, 2002 has been subjected to the
auditing procedures applied in the audit of the basic financial statements
and, in our opinion, fairly states, in all material respects, the financial
data required to be set forth therein in relation to the basic financial
statements taken as a whole.
/s/ Grant Thornton LLP
Boston, Massachusetts
November 13, 2002
THE FOLLOWING REPORT OF AUTHUR ANDERSEN LLP (ANDERSEN) IS A COPY OF THE
REPORT PREVIOUSLY ISSUED BY ANDERSEN ON NOVEMBER 6, 2001. THE REPORT OF
ANDERSEN IS INCLUDED IN THIS ANNUAL REPORT ON FORM 10-K PURSUANT TO RULE 2-
02(E) OF REGULATION S-X. AFTER REASONABLE EFFORTS THE COMPANY HAS NOT BEEN
ABLE TO OBTAIN A REISSUED REPORT FROM ANDERSEN. ANDERSEN HAS NOT CONSENTED TO
THE INCLUSION OF ITS REPORT IN THIS ANNUAL REPORT ON FORM 10-K. BECAUSE
ANDERSEN HAS NOT CONSENTED TO THE INCLUSION OF ITS REPORT IN THIS ANNUAL
REPORT, IT MAY BE DIFFICULT TO SEEK REMEDIES AGAINST ANDERSEN AND THE ABILITY
TO SEEK RELIEF AGAINST ANDERSEN MAY BE IMPAIRED.
To Tech/Ops Sevcon, Inc.:
We have audited the accompanying consolidated balance sheets of Tech/Ops
Sevcon, Inc. (a Delaware Corporation) as of September 30, 2001 and 2000, 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, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based upon our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the 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 financial statements referred to above present fairly, in
all material respects, the financial position of Tech/Ops Sevcon, Inc. as of
September 30, 2001 and 2000, and the results of its operations and cash flows
for each of the three years in the period ended September 30, 2001 in
conformity with accounting principles generally accepted in the United States.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index of
financial statements is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states, in all material respects, the financial data required
to be set forth therein in relation to the basic financial statements taken as
a whole.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
November 6, 2001
Item 9 Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
The Company dismissed Arthur Andersen LLP (Andersen) as its independent
accountants on May 30, 2002. The Company's Audit Committee and Board of
Directors approved this action.
Andersen's reports on financial statements of the Company for each of the
years ended September 30, 2001 and September 30, 2000 did not contain an
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles.
During the two years ended September 30, 2001 and the interim period between
September 30, 2001 and May 30, 2002, there were no disagreements between the
Company and Andersen on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Andersen, would have
caused it to make reference to the subject matter of the disagreements in
connection with its report.
During the years ended September 30, 2000 and September 30, 2001 and the
interim period between September 30, 2001 and May 30, 2002, there were no
reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company has been unable, after reasonable efforts, to have Arthur Andersen
review and respond to the above disclosure; however, Arthur Andersen provided
a letter dated June 5, 2002 stating that it was in agreement with the
disclosure included in the paragraphs of Item 4 of the Form 8-K, which
disclosure is the same as the disclosure in paragraphs 2, 3 and 4 of the
response to this Item 9.
On June 26, 2002, the Company engaged Grant Thornton LLP as its new
independent accountant. The Company's Audit Committee and Board of Directors
approved this action.
During the years ended September 30, 2000 and September 30, 2001 and the
interim period between September 30, 2001 and June 26, 2002, the Company did
not consult with Grant Thornton LLP regarding (i) the application of
accounting principles to a specified transaction, either completed or
proposed, (ii) the type of audit opinion that might be rendered on the
Company's financial statements or (iii) any matter that was either the subject
of a disagreement (as described above) or a reportable event.
Part III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The response to this item 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 caption
Election of Directors in the Company's Proxy Statement for the 2003 Annual
Meeting of Stockholders.
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 2003 Annual Meeting of Stockholders.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
This information is incorporated by reference from the information under the
captions Beneficial Ownership of Common Stock and Election of Directors in
the Company's Proxy Statement for the 2003 Annual Meeting of Stockholders.
The following table sets out the status of Securities authorized for issuance
under equity compensation plans at September 30, 2002.
- ------------------------------------------------------------------------------
Plan Category Number of Weighted- Number of
securities to be average securities
issued upon exercise remaining
exercise of price of available for future
outstanding outstanding issuance under
options warrants options, equity
and rights warrants compensation
and rights plans (excluding
securities
reflected
in column (a)
- ------------------------------------------------------------------------------
(a) (b) (c)
- ------------------------------------------------------------------------------
Equity compensation plans
approved by security
holders:
1996 Equity Incentive
Plan 89,500 $12.13 39,500
1998 Director Stock
Option Plan 25,000 $15.19 25,000
- ------------------------------------------------------------------------------
Sub Total 114,500 $12.79 64,500
- ------------------------------------------------------------------------------
Equity compensation plans
not approved by security
holders - - -
- ------------------------------------------------------------------------------
Total 114,500 $12.79 64,500
- ------------------------------------------------------------------------------
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information is incorporated by reference from the information under the
caption Election of Directors in the Company's Proxy Statement relating to
the 2003 Annual Meeting of Stockholders.
PART IV
ITEM 14 CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. The Company's chief
executive officer and chief financial officer, after evaluating the
effectiveness of the disclosure controls and procedures (as defined in the
Securities Exchange Act of 1934 Rules 13a-14(c) and 15-d-14(c)) as of a date
(the Evaluation Date) within 90 days before the filing date of this annual
report, have concluded that, as of the Evaluation Date, the disclosure
controls and procedures were adequate and designed to ensure that the
information required to be disclosed in the reports filed or submitted by the
Company under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the requisite time periods.
(b) Changes in internal controls. There were no significant changes in the
Company's internal controls or in other factors that could significantly
affect the internal controls subsequent to the Evaluation Date.
ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Exhibits
The exhibits filed as part of this Annual Report on Form 10-K are
listed on the Exhibit Index below.
(b) 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.
(c) Form 8-K
On July 2, 2002 the Company filed Form 8-K announcing the appointment
of Grant Thornton LLP as Independent Public Accountants.
On August 5, 2002 the Company filed Form 8-K reporting that the
Company submitted to the Securities and Exchange Commission the
certification by its chief executive and chief financial officers
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 of the Company's report on Form
10-Q for the quarter ended June 30, 2002 filed on July 31, 2002
On September 18, 2002 the Company filed Form 8-K announcing a
reduction in the quarterly cash dividend from $.09 per share to $.03
per share.
INDEX TO EXHIBITS
*(3)(a) Certificate of Incorporation of the registrant (incorporated by
reference to Exhibit (3)(a) to Annual Report for the fiscal year
ended September 30, 1994).
*(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 Exhibit 99.1 to the Registrant's Registration Statement
on form S-8 File No. 333-02113).
(10)(b) Form of Option for 1996 Equity Incentive Plan (attached herewith).
*(10)(c) 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)(d) 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)(e) 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).
Consent of Arthur Andersen LLP is not available as they have
discontinued operations.
* 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), (10)(b), 10(d) and (10)(e) are management contracts or
compensatory plans or arrangements in which the executive officers or
directors of the registrant participate.
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 16, 2002
--------------------
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 16, 2002
- ----------------- Officer and Director
Matthew Boyle (Principal Executive Officer)
/s/ Paul A. McPartlin Vice President, Treasurer December 16, 2002
- --------------------- and Chief Financial Officer
Paul A. McPartlin (Principal Financial and
Accounting Officer)
/s/ Paul B. Rosenberg Director December 16, 2002
- ---------------------
Paul B. Rosenberg
/s/ Marvin G. Schorr Director December 16, 2002
- --------------------
Marvin G. Schorr
/s/ Bernard F. Start Director December 16, 2002
- --------------------
Bernard F. Start
/s/ David R. A. Steadman Director December 16, 2002
- ------------------------
David R. A. Steadman
/s/ C. Vincent Vappi Director December 16, 2002
- --------------------
C. Vincent Vappi
CERTIFICATIONS
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 annual 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 annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: December 16, 2002
/s/ Matthew Boyle
- -----------------
Matthew Boyle
President and Chief Executive Officer
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 annual 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 annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: December 16, 2002
/s/ Paul A. McPartlin
- ---------------------
Paul A McPartlin
Vice President, Chief Financial Officer and Treasurer
Schedule II
TECH/OPS SEVCON, INC. AND SUBSIDIARIES
Reserves for the three years ended September 30, 2002 (in thousands of
dollars)
- ------------------------------------------------------------------------------
Additions
Balance charged to Deductions Balance
at beginning costs from at close
of year & expenses reserves of year
- ------------------------------------------------------------------------------
For the year ended September 30,
2002:
Allowance for doubtful accounts $ 809 $ 77 $ (530)(a) $ 356
- ------------------------------------------------------------------------------
For the year ended September 30,
2001:
Allowance for doubtful accounts $ 241 $ 607 $ (39)(b) $ 809
- ------------------------------------------------------------------------------
For the year ended September 30,
2000:
Allowance for doubtful accounts $ 174 $ 80 $ (13)(c) $ 241
- ------------------------------------------------------------------------------
(a) Write off of uncollectible accounts $537, translation adjustment ($7)
(b) Accounts collected $6, write off of uncollectible accounts $33
(c) Accounts collected $2; translation adjustment $11.
EXHIBIT (10)(b)
FORM OF OPTION
2002 NSO x,xxx Shares
TECH/OPS SEVCON, INC.
1996 EQUITY INCENTIVE PLAN
Nonstatutory Stock Option Certificate
- --------------------------------------
Tech/Ops Sevcon, Inc. (the "Company"), a Delaware corporation, hereby grants
to the person named below an option (the "Option") to purchase shares of
Common Stock, $.10 par value of the Company (the "Common Stock") under and
subject to the Company's 1996 Equity Incentive Plan (the "Plan"), a copy of
which is attached hereto, exercisable on the following terms and conditions
and those set forth on the reverse side of this certificate:
Name of Optionholder: Name
Address: Address 1
Address 2
Address 3
Address 4
Social Security No xxxxxxxxxxxxxx
Number of Shares: x,xxx
Option Price: $x.xx per share
Date of Grant: Month Day, 2002
Exercisability Schedule: After Month Day, 2003, as to xxx shares
After Month Day, 2004, as to xxx shares
After Month Day, 2005, as to xxx shares
After Month Day, 2006, as to xxx shares
After Month Day, 2007, as to xxx shares
After Month Day, 2008, as to xxx shares
After Month Day, 2009, as to xxx shares
After Month Day, 2010, as to xxx shares
After Month Day, 2011, as to xxx shares
After Month -2 Day, 2012, as to xxx shares
Expiration Date: Month Day, 2012
This Option shall not be treated as an Incentive Stock Option under section
422 of the Internal Revenue Code of 1986, as amended (the "Code").
By acceptance of this Option, the Optionholder agrees to the terms and
conditions hereof.
TECH/OPS SEVCON, INC.
By:
-----------------------------------
President & Chief Executive Officer
TECH/OPS SEVCON, INC. 1996 EQUITY INCENTIVE PLAN
Nonstatutory Stock Option Terms And Conditions
1. Plan Incorporated by Reference. This Option is issued pursuant to the
terms of the Plan and may be amended as provided in the Plan. Capitalized
terms used and not otherwise defined in this certificate have the meanings
given to them in the Plan. This certificate does not set forth all of the
terms and conditions of the Plan, which are incorporated herein by reference.
The Committee administers the Plan and its determinations regarding the
operation of the Plan are final and binding. Copies of the Plan may be
obtained upon written request without charge from the Company.
2. Option Price. The price to be paid for each share of Common Stock issued
upon exercise of the whole or any part of this Option is the Option Price set
forth on the face of this certificate.
3. Exercisability Schedule. This Option may be exercised at any time and
from time to time for the number of shares and in accordance with the
exercisability schedule set forth on the face of this certificate, but only
for the purchase of whole shares. This Option may not be exercised as to any
shares after the Expiration Date.
4. Method of Exercise. To exercise this Option, the Optionholder shall
deliver written notice of exercise to the Company specifying the number of
shares with respect to which the Option is being exercised accompanied by
payment of the Option Price for such shares in cash, by certified check or in
such other form, including shares of Common Stock of the Company valued at
their Fair Market Value on the date of delivery, as the Committee may approve.
Promptly following such notice, the Company will deliver to the Optionholder a
certificate representing the number of shares with respect to which the Option
is being exercised.
5. Recapitalization, Mergers, Etc. As provided in the Plan, in the event of
corporate transactions affecting the Company's outstanding Common Stock, the
Committee shall equitably adjust the number and kind of shares subject to this
Option and the exercise price hereunder or make provision for a cash payment.
If such transaction involves a consolidation or merger of the Company with
another entity, the sale or exchange of all or substantially all of the assets
of the Company or a reorganization or liquidation of the Company, then in lieu
of the foregoing, the Committee may upon written notice to the Optionholder
provide that this Option shall terminate on a date not less than 20 days after
the date of such notice unless theretofore exercised. In connection with such
notice, the Committee may in its discretion accelerate or waive any deferred
exercise period.
6. Exercise of Option After Termination of Employment. If the Optionholder's
status as an employee or consultant of (a) the Company, (b) an Affiliate, or
(c) a corporation (or parent or subsidiary corporation of such corporation)
issuing or assuming a stock option in a transaction to which section 424(a) of
the Code applies, is terminated for any reason other than by disability
(within the meaning of section 22(e)(3) of the Code) or death, the Option-
holder may exercise the rights which were available to the Optionholder at
the time of such termination only within three months from the date of
termination. If such status is terminated as a result of disability, such
rights may be exercised within twelve months from the date of termination.
Upon the death of the Optionholder, his or her Designated Beneficiary shall
have the right, at any time within twelve months after the date of death, to
exercise in whole or in part any rights that were available to the Option-
holder at the time of death. Notwithstanding the foregoing, no rights under
this Option may be exercised after the Expiration Date.
7. Early Termination of Option. In the event that the Company's Board of
Directors shall at any time prior to the exercise of this Option in full by
the Optionholder (and regardless of whether the Optionholder is then employed
by the Company) determine that the Optionholder either before or after
termination of employment with the Company (i) has committed an act of
misconduct for which the Optionholder could have been discharged for cause by
the Company or (ii) has participated or engaged in any business activity
determined by the Board to be in any way harmful or prejudicial to the
interest of the Company, this Option shall forthwith terminate, and
notwithstanding any other provisions hereof, the Optionholder shall not
thereafter be entitled to exercise this Option in whole or in part. Any
determination made by the Board hereunder shall be conclusive and binding
upon both the Company and the Optionholder.
8. Change in Control. This Option shall become exercisable without regard
to any deferred exercise period in the event of a change in control of the
Company. For this purpose, a change in control of the Company means a change
in control of the Company, not previously approved by a resolution of the
Company's Board of Directors, that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
in any event the acquisition by any "person" (as such term is used Sections
13(d) and 14(d)(2) of the Exchange Act) of beneficial ownership, directly or
indirectly, of securities of the Company representing 25% or more of the
combined voting power of the Company's then outstanding securities.
9. Compliance with Securities Laws. It shall be a condition to the
Optionholder's right to purchase shares of Common Stock hereunder that the
Company may, in its discretion, require (a) that the shares of Common Stock
reserved for issue upon the exercise of this Option 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 with respect to the shares shall be in
effect, or (ii) in the opinion of counsel for the Company, the proposed
purchase shall be exempt from registration under that Act and the Option-
holder 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 Optionholder, or both. The certificates representing
the shares purchased under this Option may contain such legends as counsel
for the Company shall consider necessary to comply with any applicable law.
10. Payment of Taxes. The Optionholder shall pay to the Company, or make
provision satisfactory to the Company for payment of, any taxes required by
law to be withheld with respect to the exercise of this Option. The Committee
may, in its discretion, require any other Federal or state taxes imposed on
the sale of the shares to be paid by the Optionholder. In the Committee's
discretion, such tax obligations may be paid in whole or in part in shares
of Common Stock, including shares retained from the exercise of this Option,
valued at their Fair Market Value on the date of delivery. The Company and
its Affiliates may, to the extent permitted by law, deduct any such tax
obligations from any payment of any kind otherwise due to the Optionholder.
11. Rights as a Stockholder or Employee. The Optionholder shall not have
any rights in respect of shares as to which the Option shall not have been
exercised and payment made as provided above. The Optionholder shall not
have any rights to continued employment by the Company or its Affiliates by
virtue of the grant of this Option.
12. Option Not Transferable. This Option is not transferable by the
Optionholder otherwise than by will or the laws of descent and distribution
or pursuant to a Qualified Domestic Relations Order, and is exercisable,
during the Optionholder's lifetime, only by the Optionholder. The naming of
a Designated Beneficiary does not constitute a transfer.
Exhibit (23)
TECH/OPS SEVCON, INC
Consent of Independent Certified Public Accountants
- ---------------------------------------------------
We have issued our report dated November 13, 2002, 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, 2002.
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. 333-
42960, File No. 333-02113, and File No. 333-61229).
/s/ Grant Thornton LLP
- ------------------------
Boston, Massachusetts
December 23, 2002
28
Tech Ops Sevcon 2002 10K edgar.doc - 23-Dec-02