UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(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, 2005 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission File Number 1-9789
TECH/OPS SEVCON, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2985631
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
155 NORTHBORO ROAD, SOUTHBOROUGH, Massachusetts 01772
(Address of Principal Executive Offices) (Zip Code)
Registrant's Area Code and Telephone Number (508) 281 5510
Securities registered pursuant to Section 12(b) of the Act:
(Title of Each Class) (Name of Exchange on Which Registered)
Common stock, par value $.10 PER SHARE American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] 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 [X]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Securities Exchange Act of 1934) Yes [ ] No [X]
As of April 2, 2005, 3,172,051 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 $15,010,000. As of
December 14, 2005, 3,197,051 common shares were outstanding.
Documents incorporated by reference: Portions of the Proxy Statement for
Annual Meeting of Stockholders to be held January 24, 2006 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 4
Environmental regulations 4
Employees and labor relations 4
2. PROPERTIES 4
3. LEGAL PROCEEDINGS 4
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 4
EXECUTIVE OFFICERS OF THE REGISTRANT 4
PART II
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES 4
6. SELECTED FINANCIAL DATA 5
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 5
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 12
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Balance Sheets September 30, 2005 and 2004 13
Consolidated Statements of Income for the Years ended
September 30, 2005, 2004 and 2003 14
Consolidated Statements of Comprehensive Income for the Years
ended September 30, 2005, 2004 and 2003 14
Consolidated Statements of Stockholders' Investment for the
Years ended September 30, 2005, 2004 and 2003 15
Consolidated Statements of Cash Flows for the Years ended
September 30, 2005, 2004 and 2003 16
Notes to Consolidated Financial Statements 17
Reports of Independent Registered Public Accounting Firms 29
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 30
9A. CONTROLS AND PROCEDURES 30
PART III
10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 30
11. EXECUTIVE COMPENSATION 31
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 31
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 31
14. PRINCIPAL ACCOUNTING FEES AND SERVICES 31
PART IV
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibits 31
Financial statements and schedules 31
Signatures of registrant and directors 33
SCHEDULES
II RESERVES 36
Schedules other than the one referred to above have been omitted as
inapplicable or not required, or the information is included elsewhere in
financial statements or the notes thereto.
Unless explicitly stated otherwise, each reference to "year" in this Annual
Report is to the fiscal year ending on the respective September 30.
PART I
ITEM 1 BUSINESS
- - General Description
Tech/Ops Sevcon, Inc. ("Tech/Ops Sevcon" or the "Company"), is a Delaware
corporation organized on December 22, 1987 to carry on the electronic
controls business previously performed by Tech/Ops, Inc. (Tech/Ops). Through
wholly-owned subsidiaries located in the United States, England, France and
South Korea the Company designs, manufactures, sells, and services, under
the Sevcon name, solid-state products which control motor speed and
acceleration for battery powered electric vehicles in a number of
applications, primarily electric fork lift trucks, aerial lifts and
underground coal-mining equipment. Through another subsidiary located in the
United Kingdom, Tech/Ops Sevcon manufactures special metallized film
capacitors for electronics applications. These capacitors are used as
components in the power electronics, signaling and audio equipment markets.
Approximately 95% of the Company's revenues are derived from the controls
business, with the remainder derived from the capacitor business. The
largest customer accounted for 16% of sales in fiscal 2005 compared to 11%
in fiscal 2004 and 10% in fiscal 2003.
In fiscal 2005 sales were $31,675,000, an increase of $2,525,000, or 9%,
compared to the previous year. Foreign currency fluctuations, principally
the strength of the Euro and the British Pound compared to the US Dollar,
accounted for an increase of $640,000, or 2%, in reported sales. As a
result, volumes grew by 7% compared to fiscal 2005. Most of the markets for
the Company's products are cyclical and, although the aerial lift market has
shown strong growth in fiscal 2005, performance in other markets has been
generally poor with declines in the fork lift truck, airport ground support
and capacitor markets. Research and development expense in fiscal 2005 was
$3,499,000 compared to $3,952,000 in the prior year, a decrease of $453,000,
or 11%. This decrease was mainly due to a change in emphasis in the
Company's advanced new product development program, using the Company's own
engineering resources in place of external consultants, to complete the
development of a new range of AC controls. Operating income in fiscal 2005
was $999,000, compared to $972,000 in the previous year. Net income was
$641,000, or $.20 per diluted share, compared to $611,000, or $.19 per
diluted share, last year. See Management's Discussion and Analysis of
Financial Condition and Results of Operations for a more detailed analysis
of fiscal 2005 performance.
- - Marketing and sales
Sales are made primarily through a small full-time marketing staff. Sales in
the United States were $12,893,000, $10,577,000 and $8,141,000, in fiscal
years 2005, 2004 and 2003, respectively, which accounted for approximately
41%, 36% and 35%, respectively, of total sales. Approximately 59% of sales
are made to 10 manufacturers of electric vehicles in the United States,
Europe and the Far East. Approximately 86% of the Company's sales are direct
to end customers, with 14% made to the Company's international dealer
network. See Note 7 to the Consolidated Financial Statements (Segment
Information) in this Annual Report for an analysis of sales by segment,
geographic location and major customers.
- - Patents
Although the Company has international patent protection for some of its
product ranges, the Company believes that its business is not significantly
dependent on patent protection. The Company is primarily dependent upon
technical competence, the quality of its products, and its prompt and
responsive service performance.
- - Backlog
Tech/Ops Sevcon's backlog at September 30, 2005 was $4,957,000 compared to
$3,601,000 at September 2004, and $2,682,000 at September 2003.
- - Raw materials
Tech/Ops Sevcon's products require a wide variety of components and
materials. The Company has many sources for most of such components and
materials and produces certain of these items internally. However, the
Company relies on certain suppliers and subcontractors for all of its
requirements for certain components, subassemblies, and finished products.
- - Competition
The Company has global competitors which are divisions of larger public
companies including Danaher's Motion division, Sauer Danfoss, Hitachi and
the motors division of General Electric. It also competes on a worldwide
basis with Curtis Instruments Inc., Zapi SpA. and Iskra, private companies
based in U.S., Italy and Slovenia respectively that have international
operations. In addition, some large fork lift truck manufacturers make their
own controls and system products. The Company differentiates itself by
providing highly reliable, technically innovative products which the Company
is prepared to customize for a specific customer or application. The Company
believes that it is one of the largest independent suppliers of controls for
battery operated vehicles.
- - 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 expenditures amounted to
$3,499,000 in 2005 compared to $3,952,000 in 2004 and $2,976,000 in 2003.
The decrease in research and development spending of $453,000, or 11%, in
fiscal 2005 was principally due to lower consultancy costs on advanced new
product development.
- - Environmental regulations
The Company complies, to the best of its knowledge, with federal, state and
local provisions which have been enacted or adopted regulating the discharge
of materials into the environment or otherwise protecting the environment.
This compliance has not had, nor is it expected to have, a material effect
on the capital expenditures, earnings, or competitive position of Tech/Ops
Sevcon.
- - Employees and labor relations
As of September 30, 2005, the Company employed 170 full-time employees, of
whom 16 were in the United States, 140 were in the United Kingdom, 10 were
in France, and 4 were in the Far East. Tech/Ops Sevcon believes its
relations with its employees are good.
ITEM 2 PROPERTIES
The US subsidiary of the Company leases approximately 13,500 square feet in
Southborough, Mass., under a lease expiring in 2013. The United Kingdom
electronic controls business of Tech/Ops Sevcon is carried on in two
adjacent buildings owned by it located in Gateshead, England, containing
40,000 and 20,000 square feet of space respectively. The land on which these
buildings stand are held on leases expiring in 2068 and 2121 respectively.
The French subsidiary leases 5,000 square feet of space 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 Inchon City, near Seoul, under a lease due to expire
in 2007. The Company also leases approximately 600 square feet of office
space in Tokyo, Japan under a lease due to expire in 2007. The properties
and equipment of the Company are in good condition and, in the opinion of
the management, are suitable and adequate for the Company's operations.
ITEM 3 LEGAL PROCEEDINGS
The Company is involved in various legal proceedings arising in the ordinary
course of business, but believes that these matters will be resolved without
a material effect on its financial position.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
Name of Officer Age Position
- ---------------------------------------------------------------------------
Matthew Boyle 43 President & Chief Executive Officer
Paul A. McPartlin 60 Vice President, Treasurer & Chief Financial
Officer
- ---------------------------------------------------------------------------
There are no family relationships between any director or executive officer
and any other director or executive officer of the Company.
All officers serve until the next annual meeting and until their successors
are elected and qualified. Mr. Boyle has been President and Chief Executive
Officer since 1997 and was Vice President and Chief Operating Officer of the
Company from 1996 to 1997. Mr. McPartlin has been Vice President and Chief
Financial Officer of the Company since 1990 and Treasurer since 2000.
PART II
ITEM 5 MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Common Stock of the Company is traded on the American Stock Exchange
under the symbol TO. A summary of the market prices of, and dividends paid
on, the Company's Common Stock is shown below. At December 14, 2005, there
were approximately 250 shareholders of record.
- ---------------------------------------------------------------------------
Quarter 1 Quarter 2 Quarter 3 Quarter 4 Year
- ---------------------------------------------------------------------------
2005 Quarters
Cash dividends per share $ .03 $ .03 $ .03 $ .03 $ .12
- ---------------------------------------------------------------------------
Common stock price per
share - High $ 6.60 $ 7.15 $ 6.30 $ 6.10 $ 7.15
- Low 5.65 6.20 5.10 5.70 5.10
- ---------------------------------------------------------------------------
2004 Quarters
Cash dividends per share $ .03 $ .03 $ .03 $ .03 $ .12
- ----------------------------------------------------------------------------
Common stock price per
share - High $ 6.28 $ 6.75 $ 6.70 $ 6.40 $ 6.75
- Low 5.05 5.40 5.75 5.80 5.05
- ----------------------------------------------------------------------------
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)
- ----------------------------------------------------------------------------
2005 2004 2003 2002 2001
- ----------------------------------------------------------------------------
Net sales $31,675 $29,150 $23,113 $21,872 $27,002
Operating income 999 972 151 45 1,652
Net income 641 611 83 57 1,101
Basic income per share $ .21 $ .20 $ .03 $ .02 $ .35
Cash dividends per share $ .12 $ .12 $ .12 $ .30 $ .72
Average shares outstanding 3,125 3,125 3,125 3,117 3,110
Stockholders' investment 10,589 10,464 9,648 9,453 9,959
Total assets $16,446 $16,608 $13,784 $13,521 $15,750
- ----------------------------------------------------------------------------
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FORWARD LOOKING STATEMENTS
Statements in this discussion and analysis about the Company's anticipated
financial results and growth, as well as those about the development of its
products and markets, are forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from
those projected. These include the risks discussed under 'Risk Factors'
below and throughout this Item 7.
NEW ACCOUNTING PRONOUNCEMENTS
The Company adopted the following new accounting pronouncements in fiscal
2005. See Note (1)P. to Consolidated Financial Statements for a more
detailed description of these new accounting pronouncements.
Financial Accounting Standards Board (FASB) Staff Position 109-1,
"Application of FASB Statement No. 109, Accounting for Income Taxes (SFAS
No. 109), to the Tax Deduction on Qualified Production Activities Provided
by the American Jobs Creation Act of 2004" - Currently the Company does not
expect this to have a material impact on its effective tax rate.
FASB Staff Position 109-2, "Accounting and Disclosure Guidance for the
Foreign Earnings Repatriation Provision within the American Jobs Creation
Act of 2004" - Currently the Company does not expect the potential
repatriation to have a material impact on its effective tax rate.
SFAS #151, "Inventory Costs - an amendment of ARB No. 43" - The Company is
evaluating the impact of this standard on its consolidated financial
statements.
SFAS#123R, "Share-Based Payment" - Adoption was planned for the fourth
quarter of fiscal 2005 but, following a change announced by the SEC on April
15, 2005, adoption has been deferred to the start of fiscal 2006. The
Company will adopt the modified prospective application transition method.
Under this method the Company expects to incur expense relating to
previously issued stock options of approximately $30,000 in fiscal 2006.
CRITICAL ACCOUNTING ESTIMATES
The Company's significant accounting policies are summarized in Note 1 of
its Consolidated Financial Statements in this Annual Report. While all these
significant accounting policies impact its financial condition and results
of operations, certain of these policies require management to use a
significant degree of judgment and/or make estimates, consistently with
generally accepted accounting principles, that affect the reported amounts
of assets and liabilities and disclosures of contingent assets and
liabilities as of the date of the financial statements and the reported
amounts of income and expenses during the reporting periods. Since these are
judgments and estimates, they are sensitive to changes in business and
economic realities, and events may cause actual operating results to differ
materially from the amounts derived from management's estimates and
judgments.
The Company believes the following represent the most critical accounting
judgments and estimates affecting its reported financial condition and
results of operations:
Bad Debts
The Company estimates an allowance for doubtful accounts based on known
factors related to the credit risk of each customer and management's
judgment about the customer's business. Ten customers account for
approximately 59% of the Company's sales. At September 30, 2005 the
allowance for bad debts amounted to $144,000, which represented 2% of
receivables.
Because of the Company's long term relationships with the majority of its
customers, in most cases, the principal bad debt risk to the Company arises
from the insolvency of a customer rather than its unwillingness to pay. In
addition, in certain cases the Company maintains credit insurance covering
up to 90% of the amount outstanding from specific customers. The Company
also carries out some of its foreign trade, particularly in the Far East,
using letters of credit.
The Company reviews all accounts receivable balances on a regular basis,
concentrating on any balances that are more than 30 days overdue, or where
there is an identified credit risk with a specific customer. A decision is
taken on a customer-by-customer basis as to whether a bad debt reserve is
considered necessary based on the specific facts and circumstances of each
account. In general, the Company would reserve 100% of the receivable, net
of any recoverable value added taxes or insurance coverages, for a customer
that becomes insolvent or files for bankruptcy, and lesser amounts for less
imminent defaults. To a lesser degree, the Company maintains a small bad
debt reserve to cover the remaining balances based on historical default
percentages.
If the financial condition of any of the Company's customers is worse than
estimated or were to deteriorate, resulting in an impairment of its ability
to make payments, the Company's results may be adversely affected and
additional allowances may be required. With the exception of a significant
loss of $562,000 in fiscal 2001 relating to one US customer, credit losses
have not been significant in the past ten years.
Inventories
Inventories are valued at the lower of cost or market. Inventory costs
include materials, direct labor and manufacturing overhead, and are relieved
from inventory on a first-in, first-out basis. The Company carries out a
significant amount of customization of standard products and also designs
and manufactures special products to meet the unique requirements of its
customers. This results in a significant proportion of the Company's
inventory being customer specific. The Company's reported financial
condition includes a provision for estimated slow-moving and obsolete
inventory that is based on a comparison of inventory levels with forecast
future demand. Such demand is estimated based on many factors, including
management judgments, relating to each customer's business and to economic
conditions. The Company reviews in detail all significant inventory items
with holdings in excess of estimated normal requirements. It also considers
the likely impact of changing technology. It makes an estimate of the
provision for slow moving and obsolete stock on an item-by-item basis based
on a combination of likely usage based on forecast customer demand,
potential sale or scrap value and possible alternative use. This provision
represents the difference between original cost and market value at the end
of the financial period. In cases where there is no estimated future use for
the inventory item and there is no estimated scrap or resale value, a 100%
provision is recorded. Where the Company estimates that only part of the
total holding of an inventory item will not be used, or there is an
estimated scrap, resale or alternate use value, then a proportionate
provision is recorded. Once an item has been written down, it is not
subsequently revalued upwards. The provision for slow moving and obsolete
inventories at September 30, 2005 was $803,000, or 18% of the original cost
of gross inventory. At September 30, 2004 the provision was $951,000, or 19%
of gross inventory. If actual future demand or market conditions are less
favorable than those projected by management, or if product designs change
more quickly than forecast, additional inventory write-downs may be
required, which may have a material adverse impact on reported results
Warranty Costs
The Company provides for the estimated cost of product warranties at the
time revenue is recognized. While the Company engages in product quality
programs and processes, the Company's warranty obligation is affected by
product failure rates and repair or replacement costs incurred in correcting
a product failure. Accordingly, the provision for warranty costs is based
upon anticipated in-warranty failure rates and estimated costs of repair or
replacement. Anticipating product failure rates involves making difficult
judgments about the likelihood of defects in materials, design and
manufacturing errors, and other factors that are based in part on historical
failure rates and trends, but also on management's expertise in engineering
and manufacturing. Estimated repair and replacement costs are affected by
varying component and labor costs. Should actual product failure rates and
repair or replacement costs differ from estimates, revisions to the
estimated warranty liability may be required and the Company's results may
be materially adversely affected. In the event that the Company discovers a
product defect that impacts the safety of its products, then a product
recall may be necessary, which could involve the Company in substantial
unanticipated expense significantly in excess of the reserve. There were no
significant safety related product recalls during the past three fiscal
years.
Goodwill Impairment
The Company carries out an annual assessment to determine if the goodwill
relating to the controls business amounting to $1,435,000 has been impaired,
in accordance with the requirements of SFAS #142. In fiscal 2004 the Company
retained an investment banking firm specializing in valuations to assist the
Company in performing this impairment assessment. The assessment was based
on three separate methods of valuing the controls business based on expected
free cash flows, the market price of the Company's stock and an analysis of
precedent transactions. These estimates require estimates of future
revenues, profits, capital expenditures and working capital requirements
which are based on evaluation of historical trends, current budgets,
operating plans and industry data. Based on all of these valuation methods
the conclusion was that the goodwill had not been impaired. Management
updated the analysis in 2005 using similar methodologies and again concluded
that the goodwill had not been impaired. If, in future periods, the
Company's results of operations, cash flows or the market price of the
Company's stock were to decrease significantly then it may be necessary to
record an impairment charge relating to goodwill of up to $1,435,000.
Pension Plan Assumptions
The Company makes a number of assumptions relating to its pension plans in
order to measure the financial position of the plans and the net periodic
benefit cost. The most significant assumptions relate to the discount rate,
the expected long term return on plan assets and the rate of future
compensation increase. If these assumptions prove to be incorrect then the
Company may need to record additional expense relating to the pension plans
which could have a material effect on the Company's results of operations.
The Company's pension plans are significant relative to the size of the
Company. Pension plan assets were $14,210,000 at September 30, 2005 and the
total assets of the Company were $16,446,000. Although the plan assets are
not included in the assets of the Company they are 86% of size of the
Company's total assets. If, as a result of changes in assumptions, the
accumulated benefit obligation of either of its US or UK plans were to
exceed the fair value of assets of that plan, then an adjustment to record
this additional liability and corresponding decrease in stockholders' equity
would be necessary, which could have a material effect on the Company's
financial position. At September 30, 2005 a decrease in the assumed discount
rate of 0.25% would result in the Company recording a minimum liability of
approximately $725,000 relating to its UK plan, but no additional liability
would be recognized in the smaller US plan.
RISK FACTORS
In addition to the market risk factors relating to foreign currency and
interest rate risk set out in Item 7A on page 12, the Company believes that
the following represent the most significant risk factors for the Company:
Capital goods markets are cyclical
The Company's customers are mainly manufacturers of capital goods such as
fork lift trucks, aerial lifts and railway signaling equipment. These
markets are cyclical and are currently showing modest growth, but demand in
these markets could decrease or customers could decide to purchase
alternative products. In this event the Company's sales could decrease below
its current break-even point and there is no certainty that the Company
would be able to decrease overhead expenses to enable it to operate
profitably.
Single source materials and sub-contractors may not meet the Company's needs
The Company relies on certain suppliers and sub-contractors for all of its
requirements for certain components, sub-assemblies and finished products.
In the event that such suppliers and sub-contractors are unable or unwilling
to continue supplying the Company, or to meet the Company's cost and quality
targets or needs for timely delivery, there is no certainty that the Company
would be able to establish alternative sources of supply in time to meet
customer demand.
Damage to the Company's or sub-contractor's buildings would hurt results
In the controller business the majority of product is produced in a single
plant in England and uses sub-assemblies sourced from a sub-contractor with
single plant in Poland. The capacitor business is located in a single plant
in Wales. In the event that any of these plants was to be damaged or
destroyed, there is no certainty that the Company would be able to establish
alternative facilities in time to meet customer demand. The Company does
carry property damage and business interruption insurance but this may not
cover certain lost business due to the long-term nature of the relationships
with many customers.
A) Results of Operations
2005 compared to 2004
The following table compares results, for both the controls and capacitor
segments, for fiscal 2005 with the prior year, showing separately the
percentage variances due to currency and volume / other.
- ----------------------------------------------------------------------------
% change due to:
Volume/
2005 2004 Total Currency other
- ----------------------------------------------------------------------------
Sales
Controls - to external
customers $30,009 $27,101 11% 2% 9%
- ----------------------------------------------------------------------------
Capacitors- to external
customers 1,666 2,049 -19% 2% -21%
Capacitors - inter-segment 199 218 -9% 2% -11%
- ----------------------------------------------------------------------------
Capacitors - total 1,865 2,267 -18% 2% -20%
- ----------------------------------------------------------------------------
Total sales to external
customers 31,675 29,150 9% 2% 7%
- ----------------------------------------------------------------------------
Gross Profit
Controls 11,259 10,546 7% -1% 8%
Capacitors 777 999 -22% 2% -24%
- ----------------------------------------------------------------------------
Total 12,036 11,545 4% -1% 5%
- ----------------------------------------------------------------------------
Selling research and administrative expenses
Controls 9,916 9,572 4% 1% 3%
Capacitors 745 704 6% 2% 4%
Unallocated corporate expense 376 297 27% 0% 27%
- ----------------------------------------------------------------------------
Total 11,037 10,573 4% 2% 2%
- ----------------------------------------------------------------------------
Operating income
Controls 1,343 974 38% -25% 63%
Capacitors 32 295 -89% 1% -90%
Unallocated corporate expense (376) (297) 27% 0% 27%
- ----------------------------------------------------------------------------
Total 999 972 3% -24% 27%
- ----------------------------------------------------------------------------
Other income and expense (48) (54) -11% -56% 45%
- ----------------------------------------------------------------------------
Income before income taxes 951 918 4% -23% 27%
Income taxes (310) (307) 1% -22% 23%
- ----------------------------------------------------------------------------
Net Income $ 641 $ 611 5% -23% 28%
- ----------------------------------------------------------------------------
In fiscal 2005 sales increased by $2,525,000, or 9%, to $31,675,000. Because
these foreign sales were denominated in currencies other than the US Dollar,
principally the Euro and the British Pound, they were subject to fluctuation
when translated into US Dollars. The Dollar weakened compared to the British
Pound in 2005 and the net effect of these changes in average foreign
currency exchange rates was devaluation in the average exchange rate of the
Dollar compared to the British pound of 3%. As a result, foreign currency
fluctuations accounted for a 2% increase in reported sales, while volumes
were 7% higher than the previous year.
In the controls business segment revenues were 11% higher than in fiscal
2004, including a 2% increase due to foreign currency fluctuations and a 9%
increase in volumes shipped. In the United States controller business, sales
were $12,893,000 compared to $10,577,000 in 2004, an increase of 22%. Sales
volumes in the foreign controller businesses improved by 4% compared to last
year. In the aerial lift market volumes were 45% ahead of the prior year and
volumes also increased in the mining and other electric vehicle markets.
Volumes in the fork lift truck and airport ground support markets declined
compared to fiscal 2004.
In the capacitor business segment sales were down by $383,000, or 19%. Due
to difficult market conditions, particularly in specialist audio and railway
signaling markets for capacitors, volumes were down by 21% compared to last
year, but were partially offset by positive foreign currency fluctuations.
Cost of sales was $19,639,000 compared to $17,605,000 in fiscal 2004, an
increase of $2,034,000, or 12%. Approximately 80% of this cost of sales was
denominated in British pounds. As a result foreign currency fluctuations
increased cost of sales by $720,000, or 4%. The remaining 8% increase in
cost of sales was mainly due to higher volumes. Sales mix was adverse, with
volume gains concentrated in the lower than average margin aerial lift
market and sales decreases in some of the more profitable market segments.
Within each major market segment a year-to-year comparison revealed improved
percentage margins.
Gross profit was $12,036,000, or 38.0% of sales, compared to $11,545,000, or
39.6% of sales in fiscal 2004. Foreign currency fluctuations adversely
impacted the gross profit percentage by 0.5% with adverse sales mix the main
cause of the remaining 1.1% decrease in the gross profit percentage. This
was offset slightly by the positive margin impact of a refined calculation
of overheads in inventory in connection with the implementation of a new ERP
computer system. In the controls segment gross profit of $11,259,000 was 7%
ahead of last year, and after adjusting for currency fluctuations increased
by 8% compared to an increase in volumes of 9%. In the capacitor segment
gross profit was $777,000, a decrease of $222,000, or 22% compared to fiscal
2004. Capacitor business gross profit was 41.7% of sales in fiscal 2005
compared to 44.1% of sales in the prior year. Lower volumes, foreign
exchange fluctuations and sales mix all contributed to decrease the
capacitor segment gross profit percentage.
Selling, research and administrative expenses (operating expenses) were
$11,037,000, an increase of $464,000, or 4%, compared to fiscal 2004.
Foreign currency fluctuations increased reported operating expenses by
$210,000, or 2%. Excluding the currency impact operating expenses increased
by $254,000. In fiscal 2005 the Company reduced its spending on engineering
consultancy by $915,000, as development of advanced new products was
completed and these products moved into the testing and customer prototyping
phases. To support these new product activities internal engineering
resources were increased resulting in higher spending on in-house
engineering of $379,000, excluding the impact of currency fluctuations.
Spending on sales and marketing resources in fiscal 2005, mainly to support
the introduction of these new products, increased by $450,000, before the
impact of currency fluctuations. Included in administrative expense was a
charge of $87,000 relating to restricted stock granted to employees and
directors in fiscal 2005. An analysis of the year-to-year change in selling,
research and administrative expenses is set out below:
Selling, research and administrative expenses (in thousands of dollars)
- ----------------------------------------------------------------------------
Reported expense in fiscal 2005 $ 11,037
Reported expense in fiscal 2004 10,573
- ----------------------------------------------------------------------------
Increase in expense 464
- ----------------------------------------------------------------------------
Increase (decrease) due to:
Effect of exchange rate changes 210
Lower engineering consultancy costs in fiscal 2005,
net of currency effect (915)
Additional internal engineering expense, net of currency effect 379
Additional sales and marketing expense, net of currency effect 450
Charge for restricted stock grants in fiscal 2005 87
Other increases in operating expense - net, 253
- ----------------------------------------------------------------------------
Total increase in selling research and administrative
expenses in fiscal 2005 464
- ----------------------------------------------------------------------------
Operating income was $999,000 compared to $972,000 in fiscal 2004, an
increase of $27,000. Foreign currency fluctuations adversely impacted
operating income by $240,000 in fiscal 2005. Excluding the currency effect,
operating income increased by 27% compared to fiscal 2004. In the controller
business, and excluding the currency impact, operating income was 63% ahead
of fiscal 2004. Capacitor business operating income declined from $295,000
to $32,000, mainly due to a 20% decrease in volumes.
Other expense was $48,000 in fiscal 2005 compared to $54,000 in the previous
year. Interest expense increased by $27,000 to $56,000 and there was a
foreign currency gain of $4,000 compared to a foreign currency loss of
$26,000 in 2004.
Income before income taxes was $ 951,000 compared to $918,000 in 2004.
Foreign currency fluctuations adversely impacted pre tax income by $240,000
in fiscal 2005. Before the effect of currency fluctuations pre-tax income
was 26% ahead of the prior year. Income taxes were 32.6% of pre-tax income
compared to 33.4% in fiscal 2004. The lower average tax rate was mainly due
to a reduction in the corporate tax rate in France. Net income was $641,000,
an increase of $30,000 compared to last year. Basic income per share was
$.21 per share and diluted income per share was $.20 per share. Both basic
and diluted income per share were $.01 per share ahead of fiscal 2004.
2004 compared to 2003
The following table compares results for fiscal 2004 with the prior year
showing separately the percentage variances due to currency and volume /
other. The results are shown for both the controls and capacitor business
segments.
- ----------------------------------------------------------------------------
% change due to:
Volume/
2004 2003 Total Currency other
- ----------------------------------------------------------------------------
Sales
Controls - to external
customers $27,101 $20,730 31% 9% 22%
- ----------------------------------------------------------------------------
Capacitors- to external
customers 2,049 2,383 -14% 10% -24%
Capacitors - inter-segment 218 326 -33% 7% -40%
- ----------------------------------------------------------------------------
Capacitors - total 2,267 2,709 -16% 10% -26%
- ----------------------------------------------------------------------------
Total sales to external
customers 29,150 23,113 26% 9% 17%
- ----------------------------------------------------------------------------
Gross Profit
Controls 10,546 7,510 40% 3% 37%
Capacitors 999 1,295 -23% 8% -31%
- ----------------------------------------------------------------------------
Total 11,545 8,805 31% 4% 27%
- ----------------------------------------------------------------------------
Selling research and administrative expenses
Controls 9,572 7,563 27% 9% 18%
Capacitors 704 819 -14% 8% -22%
Unallocated corporate expense 297 272 9% 0% 9%
- ----------------------------------------------------------------------------
Total 10,573 8,654 22% 8% 14%
- ----------------------------------------------------------------------------
Operating income
Controls 974 (53) 1938% -830% 2768%
Capacitors 295 476 -38% 8% -46%
Unallocated corporate expense (297) (272) 9% 0% 9%
- ----------------------------------------------------------------------------
Total 972 151 544% -265% 809%
- ----------------------------------------------------------------------------
Other income and expense (54) (23) 135% 248% -113%
- ----------------------------------------------------------------------------
Income before income taxes 918 128 617% -357% 974%
Income taxes (307) (45) 582% -337% 919%
- ----------------------------------------------------------------------------
Net Income $ 611 $ 83 636% -368% 1004%
- ----------------------------------------------------------------------------
In fiscal 2004, sales were $29,150,000 compared to $23,113,000 in 2003, an
increase of 26%. Revenues in the United States were $10,577,000, a volume
increase of $2,436,000, or 30%, compared to $8,141,000 in fiscal 2003. In
Europe and the Far East revenues of $18,573,000 were $3,601,000, or 24%,
higher than the revenues of $14,972,000 reported in the prior fiscal year.
Because these foreign sales were denominated in currencies other than the US
Dollar, principally the Euro and the British Pound, they were subject to
fluctuation when translated into US Dollars. The Dollar weakened compared to
both the Euro and the British Pound in 2004 and the net effect of these
changes in average foreign currency exchange rates was a devaluation of the
Dollar of 12%. Fiscal 2004 sales increased by $2,027,000, or 9%, due to the
impact of exchange rates on reported sales in foreign currencies. Therefore,
shipment volumes in foreign markets were ahead of fiscal 2003 by $1,574,000,
or 11%. On a global basis volumes were $4,010,000, or 17%, higher than in
the prior fiscal year.
In the controls business segment sales were $27,101,000, compared to
$20,730,000 the prior fiscal year, an increase in reported revenues of
$6,371,000, or 31%. Foreign currency changes increased reported controls
segment revenues by $1,791,000, or 9%. Therefore, shipment volumes in the
controls business segment increased by $4,580,000, or 22%. In the fork lift
truck market, the largest end user market for the controls business, sales
volumes decreased by 6% compared to the prior fiscal year mainly due to
business decreases in the United States. Aerial lift volumes grew by 125%
compared to the prior year with new business gains in the USA, the Far East
and Europe. Volumes in the airport ground support market were ahead by 61%,
with this market showing some recovery from the depressed conditions of the
previous two years. Sales into the mining equipment end user market in the
United States grew by 41% due to increased demand for coal. Sales into other
electric vehicle markets, such as burden carriers, neighborhood electric
vehicles and sweepers, increased by 26% compared to fiscal 2003.
In the capacitor business segment sales were $2,049,000 compared to
$2,383,000 in the prior fiscal year, a decrease of $334,000, or 14%. The
change in the exchange rate of the British Pound compared to the US Dollar
increased sales measured in Dollars by $236,000, or 10%, compared to the
prior fiscal year, therefore capacitor shipment volumes were down by
$570,000, or 24%. This decrease in volumes was due to both a change in raw
material technology resulting in lower selling prices and decreased demand
in both the railway signaling and professional high-end audio equipment end
markets.
Cost of sales was $17,605,000, compared to $14,308,000 in fiscal 2003 an
increase of $3,297,000 compared to the prior fiscal year. The 23% increase
in cost of sales was mainly due to higher volumes and foreign currency
fluctuations and compares to an increase in sales of $6,037,000, or 26%.
Gross profit in fiscal 2004 was $11,545,000, or 39.6% of sales, compared to
$8,805,000, or 38.1%, in the previous year. Foreign currency fluctuations
increased reported gross profit by $310,000 compared to the prior year.
Excluding the effects of foreign currency changes, gross profit increased by
$2,430,000 and gross profit before currency changes was 38.5% of sales, an
increase of 1.5% compared to fiscal 2003 due to both increased volumes and
manufacturing unit cost efficiencies.
Selling, research and administrative expenses (operating expenses) were
$10,573,000 compared to $8,654,000 the prior fiscal year, an increase of
$1,919,000, or 22%. Foreign currency fluctuations resulted in an increase in
reported operating expenses of $721,000, or 8%. Adjusting for the effects of
foreign currencies operating expenses increased by $1,198,000, or 14%. In
fiscal 2004 the Company incurred consultancy costs of $1,179,000 related to
accelerated new product engineering, which compares to $915,000 in the prior
year. In the third quarter of fiscal 2004 the major portion of this
consultancy work was completed. During fiscal 2004 the Company increased its
internal engineering resources to support both increased levels of sales in
2004 and the introduction of advanced new products. In the second half of
fiscal 2004 the Company strengthened its sales and marketing activities with
the appointment of a new manager of worldwide sales and marketing for the
controls business, in preparation for the launch of the advanced new product
range. An analysis of the year-to-year change in selling, research and
administrative expenses is set out below:
Selling, research and administrative expenses (in thousands of dollars)
- ----------------------------------------------------------------------------
Reported expense in fiscal 2004 $ 10,573
Reported expense in fiscal 2003 8,654
- ----------------------------------------------------------------------------
Increase in expense 1,919
- ----------------------------------------------------------------------------
Increase (decrease) due to:
Effect of exchange rate changes 721
Additional engineering consultancy costs in fiscal 2004,
net of currency effect 139
Additional internal engineering expense, net of currency effect 487
Additional sales and marketing expense, net of currency effect 370
Other increases in operating expense - net, 202
- ----------------------------------------------------------------------------
Total increase in selling research and administrative
expenses in fiscal 2004 1,919
- ----------------------------------------------------------------------------
Operating income in fiscal 2004 was $972,000 compared to $151,000 in fiscal
2003, an increase of $821,000. Foreign currency changes resulted in a
$411,000 decrease in operating income; therefore there was a year-to-year
improvement in operating income of $1,232,000 before the impact of
currencies. This improvement in operating income before the currency impact
was mainly due to a 17% increase in shipment volumes and improved gross
profit percentage, partly offset by higher operating expenses.
Interest expense in fiscal 2004 was $29,000 compared to $57,000 in the prior
year, due to decreased short-term borrowing in Europe. Interest income was
$1,000 compared to $2,000 in the prior year, due to lower cash balances.
Other expense, mainly due to foreign currency losses, was $26,000 compared
to other income of $32,000 in fiscal 2003.
Income before income taxes was $918,000 in fiscal 2004, an increase of
$790,000 compared to the previous year. Income taxes were 33.4% of pre-tax
income in fiscal 2004 compared to 35.2% in fiscal 2003. The lower tax rate
was due to most of the income in fiscal 2004 arising in Europe, where
average tax rates are lower. Net income in fiscal 2004 was $611,000,
compared to $83,000 in the prior fiscal year. In fiscal 2004 basic net
income per share was $.20 and diluted net income per share was $.19, a
significant improvement compared to the prior fiscal year, when both basic
and diluted net income per share were $.03.
B) Liquidity and Capital Resources
The Company's cash flow from operating activities for fiscal 2005 was
$1,324,000 compared to $1,071,000 in the prior fiscal year. Acquisitions of
property, plant and equipment amounted to $571,000 compared to $628,000 in
fiscal 2004. Quarterly dividend payments were at the rate of $.03 per share
throughout both fiscal 2005 and 2004. In fiscal 2005 dividend payments
amounted to $379,000 per year compared to $375,000 in 2004. Exchange rate
changes decreased cash by $149,000 in fiscal 2005 compared to an increase of
$313,000 last year. In fiscal 2005 cash balances increased by $225,000,
compared to an increase of $381,000 in 2004. The main changes in operating
assets and liabilities in fiscal 2005, which increased by $58,000, were a
decrease in inventories of $306,000, offset by lower accounts payable of
$401,000. Accounts receivable increased by 1%, or $84,000, based a 9%
increase in revenues. Accrued compensation and expenses decreased by
$144,000 and accrued income taxes were $2,000 below last year.
The Company has no long-term debt and has overdraft facilities in the United
Kingdom (UK) amounting to $1,946,000 and in France of $121,000. These
facilities were unused at September 30, 2005 and September 30, 2004. The UK
overdraft facilities are secured by all of the Company's assets in the UK
and are due for renewal in September 2006 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 2006 but, in
line with normal practice in Europe, can be withdrawn on demand by the bank.
At September 30, 2005 the Company's cash balances were $1,130,000 and there
was no short-term or long-term debt. The Company has, since January 1990,
maintained a program of regular cash dividends. The dividends amounted to
$95,000 per quarter in fiscal 2005. In the opinion of management, the
Company's requirements for working capital to meet future business growth
can be met by a combination of existing cash resources, future earnings and
existing borrowing facilities in Europe. The Company's capital expenditures
are not expected, on average over a two to three year period, to exceed the
depreciation charge which over the last three fiscal years averaged
$622,000. There were no significant capital expenditure commitments at
September 30, 2005. Tech/Ops Sevcon's resources, in the opinion of
management, are adequate for projected operations and capital spending
programs, as well as continuation of cash dividends.
C) Off balance sheet arrangements
The Company does not have any off balance sheet financing or arrangements.
D) Contractual Obligations
Set out below are the Company's contractual obligations at September 30,
2005:
(in thousands of dollars)
- --------------------------------------------------------------------------
Less than 1 - 3 3 - 5 More than
Total 1 year years years 5 years
- --------------------------------------------------------------------------
Long-term debt obligations $ - $ - $ - $ - $ -
Capital lease obligations - - - - -
Operating lease obligations 2,654 207 399 390 1,658
Purchase Obligations 2,584 2,584 - - -
Other long term liabilities - - - - -
- --------------------------------------------------------------------------
Total $5,238 $2,791 $ 399 $ 390 $1,658
- --------------------------------------------------------------------------
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 Notes
(1)J and (5) to the Company's Consolidated Financial Statements included
under Item 8 and other risks are described under the caption Risk Factors in
Item 7 above.
Foreign currency risk
The Company sells to customers throughout the industrialized world. In
fiscal 2005 approximately 41% of the Company's sales were made in US
Dollars, 24% were made in British Pounds and 35% were made in Euros. The
majority of the Company's products are assembled in the United Kingdom and
approximately 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.
In addition, the translation of the sales and income of foreign subsidiaries
into US Dollars is subject to fluctuations in foreign currency exchange
rates.
The Company undertakes hedging activities to manage the foreign exchange
exposures related to forecast purchases and sales in foreign currency and
the associated foreign currency denominated receivables and payables. The
Company does not engage in speculative foreign exchange transactions.
Details of this hedging activity and the underlying exposures are contained
in Note (1) J. to the Company's consolidated financial statements included
under Item 8.
Because the difference between the spot and hedged foreign exchange rates at
September 30, 2005 was 2%, and amounted to $21,000, the risk of default by
counterparties is not material to the Company.
Interest Rate Risk
The Company does not currently have any interest bearing debt. The Company
does invest surplus funds in instruments with maturities of less than 12
months at both fixed and floating interest rates. The Company incurs short-
term borrowings from time-to-time on its overdraft facilities in Europe at
variable interest rates. Due to the short-term nature of the Company's
investments at September 30, 2005 the risk arising from changes in interest
rates was not material.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED BALANCE SHEETS
Tech/Ops Sevcon, Inc. and Subsidiaries
September 30, 2005 and 2004 (in thousands of dollars except per share data)
- ----------------------------------------------------------------------------
ASSETS 2005 2004
- ----------------------------------------------------------------------------
Current assets:
Cash and cash equivalents $ 1,130 $ 905
Receivables, net of allowances for doubtful
accounts of $144 in 2005 and $192 in 2004 6,193 6,109
Inventories 3,737 4,043
Prepaid expenses and other current assets 915 931
- ----------------------------------------------------------------------------
Total current assets 11,975 11,988
- ----------------------------------------------------------------------------
Property, plant and equipment, at cost:
Land and improvements 25 25
Buildings and improvements 2,139 2,186
Equipment 7,429 7,059
- ----------------------------------------------------------------------------
9,593 9,270
Less: accumulated depreciation and amortization 6,557 6,085
- ----------------------------------------------------------------------------
Net property, plant and equipment 3,036 3,185
- ----------------------------------------------------------------------------
Goodwill 1,435 1,435
- ----------------------------------------------------------------------------
Total assets $16,446 $16,608
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' INVESTMENT
- ----------------------------------------------------------------------------
Current liabilities:
Accounts payable $ 2,599 $ 3,001
Dividend payable 95 94
Accrued expenses 2,685 2,541
Accrued and deferred taxes on income 445 447
- ----------------------------------------------------------------------------
Total current liabilities 5,824 6,083
- ----------------------------------------------------------------------------
Deferred taxes on income 33 61
- ----------------------------------------------------------------------------
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
3,172,051 shares in 2005 and 3,125,051 shares in 2004 317 313
Premium paid in on common stock 4,310 4,047
Retained earnings 6,394 6,133
Unearned compensation on restricted stock (180) -
Cumulative other comprehensive loss (252) (29)
- ----------------------------------------------------------------------------
Total stockholders' investment 10,589 10,464
- ----------------------------------------------------------------------------
Total liabilities and stockholders' investment $16,446 $16,608
- ----------------------------------------------------------------------------
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, 2005, 2004 and 2003
(in thousands except per share data)
- ----------------------------------------------------------------------------
2005 2004 2003
- ----------------------------------------------------------------------------
Net sales $31,675 $29,150 $23,113
- ----------------------------------------------------------------------------
Costs and expenses:
Cost of sales 19,639 17,605 14,308
Selling, research and administrative 11,037 10,573 8,654
- ----------------------------------------------------------------------------
30,676 28,178 22,962
- ----------------------------------------------------------------------------
Operating income 999 972 151
Interest expense (56) (29) (57)
Interest income 4 1 2
Foreign currency gain or (loss) 4 (26) 32
- ----------------------------------------------------------------------------
Income before income taxes 951 918 128
Income taxes (310) (307) (45)
- ----------------------------------------------------------------------------
Net income $ 641 $ 611 $ 83
- ----------------------------------------------------------------------------
Basic income per share $ .21 $ .20 $ .03
- ----------------------------------------------------------------------------
Diluted income per share $ .20 $ .19 $ .03
- ----------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Tech/Ops Sevcon, Inc. and Subsidiaries
For the Years ended September 30, 2005, 2004 and 2003
(in thousands of dollars)
- ----------------------------------------------------------------------------
2005 2004 2003
- ----------------------------------------------------------------------------
Net income $ 641 $ 611 $ 83
Foreign currency translation adjustment (208) 574 481
Changes in fair market value of cash flow hedges (15) 6 6
- ----------------------------------------------------------------------------
Comprehensive income $ 418 $ 1,191 $ 570
- ----------------------------------------------------------------------------
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, 2005, 2004 and 2003
(in thousands of dollars except per share data)
Cumulative
Premium Unearned other
paid compensa- compre- Total
in on tion on hensive stock-
Common common Retained restricted income holders'
stock stock earnings stock (loss) investment
- ---------------------------------------------------------------------------
Balance September
30, 2002 $ 313 $4,047 $6,189 - $(1,096) $9,453
Net income - - 83 - - 83
Dividends ($.12
per share) - - (375) - - (375)
Currency trans-
lation adjustment - - - - 481 481
Change in fair
market value of
cash flow hedge - - - - 6 6
- ----------------------------------------------------------------------------
Balance September
30, 2003 313 4,047 5,897 - (609) 9,648
Net income - - 611 - - 611
Dividends ($.12
per share) - - (375) - - (375)
Currency trans-
lation adjustment - - - - 574 574
Change in fair
market value of
cash flow hedge - - - - 6 6
- ----------------------------------------------------------------------------
Balance September
30, 2004 313 4,047 6,133 - (29) 10,464
Net income - - 641 - - 641
Dividends ($.12
per share) - - (380) - - (380)
Currency trans-
lation adjustment - - - - (208) (208)
Change in fair
market value of
cash flow hedge - - - - (15) (15)
Issuance of re-
stricted stock 4 263 - (267) - -
Restricted stock
expense - - - 87 - 87
- ----------------------------------------------------------------------------
Balance September
30, 2005 $317 $4,310 $6,394 $ (180) $(252) $10,589
- ----------------------------------------------------------------------------
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, 2005, 2004 and 2003
(in thousands of dollars)
- ----------------------------------------------------------------------------
2005 2004 2003
- ----------------------------------------------------------------------------
Cash flow from operating activities:
Net income $ 641 $ 611 $ 83
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation and amortization 661 630 575
Stock-based compensation 87 - -
Deferred tax benefit (6) (41) (201)
Increase (decrease) in cash resulting from
changes in operating assets and liabilities:
Receivables (84) (1,971) (150)
Inventories 306 (44) 138
Prepaid expenses and other current assets (21) (138) (32)
Accounts payable (401) 1,511 84
Accrued expenses 144 218 (42)
Accrued and deferred taxes on income (2) 295 (8)
- ----------------------------------------------------------------------------
Net cash generated from operating activities 1,324 1,071 447
- ----------------------------------------------------------------------------
Cash flow used by investing activities:
Acquisition of property, plant and equipment (571) (628) (564)
- ----------------------------------------------------------------------------
Net cash used by investing activities (571) (628) (564)
- ----------------------------------------------------------------------------
Cash flow used by financing activities:
Dividends paid (379) (375) (375)
- ----------------------------------------------------------------------------
Net cash used by financing activities (379) (375) (375)
- ----------------------------------------------------------------------------
Effect of exchange rate changes on cash (149) 313 321
- ----------------------------------------------------------------------------
Net increase (decrease) in cash 225 381 (171)
Beginning balance - cash and cash equivalents 905 524 695
- ----------------------------------------------------------------------------
Ending balance - cash and cash equivalents $ 1,130 $ 905 $ 524
- ----------------------------------------------------------------------------
Supplemental disclosure of cash flow information:
Cash paid for income taxes $ 354 $ 44 $ 237
Cash paid for interest $ 56 $ 29 $ 57
- ----------------------------------------------------------------------------
Supplemental disclosure of non-cash financing activity:
Dividend declared $ 95 $ 94 $ 94
- ----------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Tech/Ops Sevcon, Inc. and Subsidiaries
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Basis of presentation
The accompanying consolidated financial statements include the accounts of
Tech/Ops Sevcon, Inc. (Tech/Ops Sevcon), Sevcon, Inc., Sevcon Limited and
subsidiaries, Sevcon SA and Sevcon Asia Limited. All material intercompany
transactions have been eliminated. Certain prior year amounts have been
reclassified to conform to the current year presentation.
B. Revenue recognition
The Company recognizes revenue upon shipment of its products. The Company's
only post shipment obligation relates to warranty in the normal course of
business for which ongoing reserves, which management believes to be
adequate, are maintained. The movement in warranty reserves was as follows:
(in thousands of dollars)
- ----------------------------------------------------------------------------
2005 2004
- ----------------------------------------------------------------------------
Warranty reserves at beginning of year $ 386 $ 404
Decrease in beginning balance for warranty
obligations settled during the year (338) (331)
Other changes to pre-existing warranties 5 6
Net increase in warranty reserves for products
sold during the year 311 307
- ----------------------------------------------------------------------------
Warranty reserves at end of year $ 364 $ 386
- ----------------------------------------------------------------------------
C. Research and development
The cost of research and development programs is charged against income as
incurred and amounted to approximately $3,499,000 in 2005, $3,952,000 in
2004 and $2,976,000 in 2003. This expense is included in selling, research
and administrative expense in the income statement. Research and development
expense was 11.0% of sales in 2005 compared to 13.6% in 2004 and 12.9% in
2003. Research and development expense in fiscal 2005 decreased by $453,000,
or 11% compared to last fiscal year. This reduction was mainly due to lower
engineering consultancy costs, as our advanced new product developments
moved into their production phase. The decrease in engineering consultancy
costs in fiscal 2005 was partly offset by the recruitment of additional
internal engineers and by foreign currency fluctuations.
D. Depreciation and maintenance
Plant and equipment are depreciated on a straight-line basis over their
estimated useful lives, which are primarily fifty years for buildings, seven
years for equipment and four years for computer equipment and software.
Maintenance and repairs are charged to expense and renewals and betterments
are capitalized.
E. Stock based compensation plans
Statement of Financial Accounting Standards Board ("SFAS") # 123 "Accounting
for Stock-Based Compensation" as amended by SFAS #148 "Accounting for Stock-
Based Compensation - Transition and Disclosure" and to be replaced by SFAS #
123R "Share-Based Payment" defines a fair value based method of accounting
for employee stock options or similar equity instruments and encourages all
entities to adopt that method of accounting. However, it also allows an
entity to continue to measure compensation costs using the method of
accounting prescribed by Accounting Principles Board ("APB") #25 "Accounting
for Stock Issued to Employees". Until SFAS # 123R becomes effective at the
beginning of fiscal 2006 the Company will continue 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 #123R, 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)
- ----------------------------------------------------------------------------
2005 2004 2003
- ----------------------------------------------------------------------------
Net income - As reported $ 641 $ 611 $ 83
Pro-forma effect of expensing stock
options (net of tax) $ (52) $ (66) $ (66)
- ----------------------------------------------------------------------------
Net income - Pro forma $ 589 $ 545 $ 17
- ----------------------------------------------------------------------------
Basic net income per share - As reported $ .21 $ .20 $ .03
Basic net income per share - Pro forma $ .19 $ .17 $ .01
Diluted net income per share - As reported $ .20 $ .19 $ .03
Diluted net income per share - Pro forma $ .19 $ .17 $ .01
- ----------------------------------------------------------------------------
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:
- ----------------------------------------------------------------------------
2005 2004 2003
- ----------------------------------------------------------------------------
Risk-free interest rate N/A N/A 3.0%
Expected dividend yield N/A N/A 2.7%
Expected life (years) N/A N/A 7
Expected volatility of N/A N/A 47%
- ----------------------------------------------------------------------------
There were no option grants in either fiscal 2005 or 2004.
In November 2004 the Company granted 35,000 shares of restricted stock to
five employees which will vest in five equal annual installments providing
that the grantee remains an employee of the Company, or as determined by the
Compensation Committee. In January 2005 the Company granted 12,000 shares of
restricted stock to six non-employee directors which will vest on the day
before the 2006 annual meeting, provided that the grantee remains a director
of the Company, or as determined by the Compensation Committee. Details of
these restricted stock grants are contained in Note 3, Stock Based
Compensation Plans, on page 22.
During the restriction period, five years for employees and one year for
non-employee directors, ownership of unvested shares cannot be transferred.
Restricted stock has the same cash dividend and voting rights as other
common stock and is considered to be currently issued and outstanding. For
the purposes of calculating average issued shares for earnings per shares
these shares are only considered to be outstanding when the forfeiture
conditions lapse and the shares vest.
The stock-based compensation expense in the last three fiscal years was as
follows:
(in thousands of dollars)
- ----------------------------------------------------------------------------
2005 2004 2003
- ----------------------------------------------------------------------------
Stock option expense under SFAS # 123 * $ - $ - $ -
Restricted stock grants:
Employees $ 30 $ - $ -
Non-employee directors $ 57 $ - $ -
- ----------------------------------------------------------------------------
Total stock based compensation expense $ 87 $ - $ -
- ----------------------------------------------------------------------------
* The pro-forma effect of expensing stock options (net of tax) accounted for
under APB # 25 was $52,000 in 2005, $66,000 in 2004 and $66,000 in 2003.
F. Income taxes
Tech/Ops Sevcon files tax returns in the respective countries in which it
operates. The financial statements reflect the current and deferred tax
consequences of all events recognized in the financial statements or tax
returns.
G. Inventories
Inventories are valued at the lower of cost or market. Inventory costs
include materials, direct labor and manufacturing overhead, and are relieved
from inventory on a first-in, first-out basis. The Company's reported
financial condition includes a provision for estimated slow-moving and
obsolete inventory that is based on a comparison of inventory levels with
forecast future demand. Such demand is estimated based on many factors,
including management judgments, relating to each customer's business and to
economic conditions. The Company reviews in detail all significant inventory
items with holdings in excess of estimated normal requirements. It also
considers the likely impact of changing technology. It makes an estimate of
the provision for slow moving and obsolete stock on an item-by-item basis
based on a combination of likely usage based on forecast customer demand,
potential sale or scrap value and possible alternative use. This provision
represents the difference between original cost and market value at the end
of the financial period. In cases where there is no estimated future use for
the inventory item and there is no estimated scrap or resale value, a 100%
provision is recorded. Where the Company estimates that only part of the
total holding of an inventory item will not be used, or there is an
estimated scrap, resale or alternate use value, then a proportionate
provision is recorded. Once an item has been written down, it is not
subsequently revalued upwards. The provision for slow moving and obsolete
inventories at September 30, 2005 was $803,000, or 18% of the original cost
of gross inventory. At September 30, 2004 the provision was $951,000, or 19%
of gross inventory. Inventories were comprised of:
(in thousands of dollars)
- ----------------------------------------------------------------------------
2005 2004
- ----------------------------------------------------------------------------
Raw materials $ 1,596 $ 2,076
Work-in-process 174 177
Finished goods 1,967 1,790
- ----------------------------------------------------------------------------
$ 3,737 $ 4,043
- ----------------------------------------------------------------------------
H. Accounts receivable
In the normal course of business, the Company provides credit to customers,
performs credit evaluations of these customers, monitors payment
performance, and maintains reserves for potential credit losses in the
allowance for doubtful accounts which, when realized, have historically been
within the range of the Company's reserves.
I. Translation of foreign currencies
Tech/Ops Sevcon translates the assets and liabilities of its foreign
subsidiaries at the current rate of exchange, and income statement accounts
at the average exchange rates in effect during the period. Gains or losses
from foreign currency translation are credited or charged to cumulative
translation adjustment included in the statement of comprehensive income and
as a component of cumulative other comprehensive income in stockholders'
investment in the balance sheet. Foreign currency transaction gains and
losses are included in costs and expenses.
J. Derivative instruments and hedging
The Company accounts for derivative instruments and hedging under SFAS #133,
"Accounting for Derivative Instruments and Hedging Activities", 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, 24% are
made in British Pounds and 35% 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 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
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, 2005, the Company had
effectively hedged approximately 8% 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,
2005 and 2004. 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)
- ----------------------------------------------------------------------------
2005 2004
- ----------------------------------------------------------------------------
Notional Average Notional Average
Amount Contract Rate Amount Contract Rate
- ----------------------------------------------------------------------------
Sell Euros (EUR) for
British Pounds (GBP) $ - - $1,984 EUR1.47 = GBP1
Sell US Dollars for
British Pounds $ 1,050 $1.80 = GBP1 $2,450 $ 1.75 = GBP1
- ----------------------------------------------------------------------------
Total $ 1,050 $4,434
- ----------------------------------------------------------------------------
Estimated fair value * $ (21) $ 62
- ----------------------------------------------------------------------------
Amount recorded as other
comprehensive income $ - $ 6
- ----------------------------------------------------------------------------
*The estimated fair value is based on the estimated amount at which the
contracts could be settled based on forward exchange rates.
K. Cash equivalents and short-term investments
The Company considers all highly liquid investments with a maturity of 90
days or less to be cash equivalents. Highly liquid investments with
maturities greater than 90 days and less than one year are classified as
short-term investments.
Such investments are generally money market funds, bank certificates of
deposit, US Treasury bills and short-term bank deposits in Europe.
L. Earnings per share
Basic and diluted net income per common share for the three years ended
September 30, 2005 are calculated as follows:
(in thousands except per share data)
- ----------------------------------------------------------------------------
2005 2004 2003
- ----------------------------------------------------------------------------
Net income $ 641 $ 611 $ 83
Weighted average shares outstanding 3,125 3,125 3,125
Basic income per share $ .21 $ .20 $ .03
- ----------------------------------------------------------------------------
Common stock equivalents 27 22 4
Average common and common equivalent
shares outstanding 3,152 3,147 3,129
Diluted income per share $ .20 $ .19 $ .03
- ----------------------------------------------------------------------------
For the years ended 2005, 2004 and 2003 respectively, approximately 105,000,
106,000 and 116,000 shares attributable to the exercise of outstanding
options were excluded from the calculation of diluted earnings per share
because the effect was antidilutive.
M. Use of estimates in the preparation of financial statements
The presentation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities as of the date of the
financial statements and the reported amounts of income and expenses during
the reporting periods. The most significant estimates and assumptions made
by management include bad debt, inventory and warranty reserves, goodwill
impairment assessment, pension plan assumptions and income tax assumptions.
Operating results in the future could vary from the amounts derived from
management's estimates and assumptions.
N. Fair value of financial instruments
The Company's financial instruments consist mainly of cash and cash
equivalents, short-term investments, accounts receivable and accounts
payable. The carrying amount of these financial instruments as of September
30, 2005, approximates fair value due to the short-term nature of these
instruments.
O. Goodwill
The amount by which the cost of purchased businesses included in the
accompanying financial statements exceeded the fair value of net assets at
the date of acquisition has been recorded as "goodwill". The Company
assesses the carrying value of this asset whenever events or changes in
circumstances indicate that this value has diminished. The Company considers
the future profitability of the business in assessing the value of this
asset.
In accordance with SFAS #142 "Goodwill and Other Intangible Assets" the
Company performs an annual assessment of goodwill impairment and has
determined that goodwill has not been impaired.
P. New Accounting Pronouncements
In October 2004, the President signed into law the American Jobs Creation
Act (the Act). The Act allows for a federal income tax deduction for a
percentage of income earned from certain domestic production activities. The
Company's domestic, or U.S., production activities may qualify for the
deduction. Based on the effective date of the Act, the Company would be
eligible for this deduction in the first quarter of fiscal 2006.
Additionally, on December 21, 2004, the FASB issued FASB Staff Position 109-
1, "Application of FASB Statement No. 109, Accounting for Income Taxes (SFAS
No. 109), to the Tax Deduction on Qualified Production Activities Provided
by the American Jobs Creation Act of 2004" (FSP 109-1). FSP 109-1, which was
effective upon issuance, states that the deduction under this provision of
the Act should be accounted for as a special deduction in accordance with
SFAS 109. The Company has not yet quantified the benefit that may be
realized from this provision of the Act.
The Act also allows for an 85% dividends received deduction on the
repatriation of certain earnings of foreign subsidiaries. On December 21,
2004, the FASB issued FASB Staff Position 109-2, "Accounting and Disclosure
Guidance for the Foreign Earnings Repatriation Provision within the American
Jobs Creation Act of 2004" (FSP 109-2). FSP 109-2, which was effective upon
issuance, allows companies time beyond the financial reporting period of
enactment to evaluate the effect of the Act on its plan for reinvestment or
repatriation of foreign earnings for purposes of applying SFAS No. 109.
Additionally FSP 109-2 provides guidance regarding the required disclosures
surrounding a company's reinvestment or repatriation of foreign earnings.
The Company continues to evaluate this provision of the Act to determine the
amount of foreign earnings to repatriate. Currently the Company does not
expect the potential repatriation to have a material impact on its effective
tax rate.
In November 2004, the Financial Accounting Standards Board issued SFAS #151,
"Inventory Costs - an amendment of ARB No. 43" ("SFAS #151"), which is the
result of its efforts to converge U.S. accounting standards for inventories
with International Accounting Standards. SFAS #151 requires idle facility
expenses, freight, handling costs, and wasted material (spoilage) costs to
be recognized as current-period charges. It also requires that allocation of
fixed production overheads to the costs of conversion be based on the normal
capacity of the production facilities. SFAS #151 will be effective for
inventory costs incurred during fiscal years beginning after June 15, 2005.
The Company is evaluating the impact of this standard on its consolidated
financial statements.
In December 2004, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS)#123R, "Share-Based Payment". This
Statement, when effective, will replace SFAS #123, "Accounting for Stock
based Compensation" and supersede APB #25, "Accounting for Stock Issued to
Employees". This Statement establishes fair value on the grant date as the
measurement objective in accounting for share-based payment arrangements and
requires all entities to apply a fair-value-based measurement method in
accounting for share-based payment transactions with employees except for
equity instruments held by employee share ownership plans. This Statement is
effective for public entities that do not file as small business issuers as
of the beginning of the first annual reporting period that begins after June
15, 2005.
In addition, in March 2005, the SEC issued Staff Accounting Bulletin No.
107, "Share-Based Payment" (SAB 107). SAB 107 provides supplemental
implementation guidance on Statement 123R, including guidance on valuation
methods, classification of compensation expense, inventory capitalization of
share-based compensation cost, income tax effects, disclosures in
Management's Discussion and Analysis and several other issues.
The Company will adopt the provisions of SFAS #123R effective at the
beginning of fiscal 2006. The Company will adopt the modified prospective
application transition method. Under this method the Company expects to
incur expense relating to previously issued stock options of approximately
$30,000 in fiscal 2006. The accounting for restricted stock issued in fiscal
2005 will be substantially unchanged by the application of SFAS #123R.
(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.
The company issued 47,000 shares of restricted stock to employees and
directors in fiscal 2005.
(3) STOCK-BASED COMPENSATION PLANS
Under the Company's 1996 Equity Incentive Plan there were 100,000 shares
reserved and available for grant at September 30, 2005. No options were
granted or exercised in fiscal 2005 or 2004. In fiscal 2003 options for
77,000 shares were granted to employees and options for 5,000 shares were
granted to a new director. Options for a total of 25,000 shares granted to 5
directors in 1998 are also outstanding.
Recipients of grants or options must execute a standard form of non-
competition agreement. This plan provides for the grant of Restricted Stock,
Restricted Stock Units, Options, and Stock Appreciation Rights (SARs). Stock
Appreciation Rights may be awarded either separately, or in relation to
options granted, and for the grant of bonus shares. Options granted are
exercisable at a price not less than fair market value on the date of grant.
Option transactions under the plans for the three years ended September 30,
2005 were as follows:
- ----------------------------------------------------------------------------
Weighted average
Shares under option exercise price
- ----------------------------------------------------------------------------
Outstanding at September 30, 2002 114,500 $ 12.79
Granted in 2003 82,000 $ 4.47
Cancelled in 2003 (3,500) $ 10.91
- ----------------------------------------------------------------------------
Outstanding at September 30, 2003 193,000 $ 9.29
Cancelled in 2004 (5,000) $ 4.37
- ----------------------------------------------------------------------------
Outstanding at September 30, 2004 188,000 $ 9.42
Cancelled in 2005 (6,000) $ 14.48
- ----------------------------------------------------------------------------
Outstanding at September 30, 2005 182,000 $ 9.26
- ----------------------------------------------------------------------------
Exercisable at September 30, 2005 100,500 $ 10.73
- ----------------------------------------------------------------------------
Details of options outstanding at September 30, 2005 were as follows:
- ----------------------------------------------------------------------------
Shares Weighted average
Price range under option remaining contractual life
- ----------------------------------------------------------------------------
$ 4.37 - $ 6.56 77,000 8 years
$ 6.57 - $ 9.85 10,000 6 years
$ 9.86 - $14.79 75,000 3 years
$14.80 - $22.20 20,000 2 years
- ----------------------------------------------------------------------------
182,000 4 years
- ----------------------------------------------------------------------------
In November 2004 the Company granted 35,000 shares of restricted stock to
five employees which will vest in five equal annual installments providing
that the grantee remains an employee of the Company, or as determined by the
Compensation Committee. The estimated fair value of the stock on the date of
grant was $182,000 based on the fair market value of the stock on date of
issue and estimated forfeitures of 4% per year. The estimated forfeitures
are based on the historical rate of turnover of the relevant group of
employees. This amount was credited to common stock and paid in surplus and
the $182,000 was recorded as "Unearned compensation on restricted stock", a
deduction from stockholders equity. The unearned compensation is being
charged to income on a straight line basis over the five year period during
which the forfeiture conditions lapse. The charge to income for employee
restricted stock grants in fiscal 2005 was $30,000 and the subsequent charge
will be approximately $36,000 per year.
In January 2005 the Company granted 12,000 shares of restricted stock to six
non-employee directors which will vest on the day before the 2006 annual
meeting, provided that the grantee remains a director of the Company, or as
determined by the Compensation Committee. The estimated fair value of the
stock on the date of grant was $85,000 based on the fair market value of the
stock on date of issue. Due to the short-term vesting period no forfeitures
have been estimated. This amount was credited to common stock and paid in
surplus and the $85,000 was recorded as "Unearned compensation on restricted
stock", a deduction from stockholders equity. The unearned compensation is
being charged to income on a straight line basis over the one year period
during which the forfeiture conditions lapse. The charge to income for non-
employee directors' restricted stock grants in fiscal 2005 was $57,000 and
there will be a further charge to income in fiscal 2006 of $28,000.
During the restriction period, five years for employees and one year for
non-employee directors, ownership of unvested shares cannot be transferred.
Restricted stock has the same cash dividend and voting rights as other
common stock and is considered to be currently issued and outstanding. For
the purposes of calculating average issued shares for earnings per share
these shares are only considered to be outstanding when the forfeiture
conditions lapse and the shares vest.
Restricted stock transactions under the plans for the three years ended
September 30, 2005 were as follows:
(in thousands of shares)
- ----------------------------------------------------------------------------
2005 2004 2003
- ----------------------------------------------------------------------------
Beginning Balance - - -
Granted to employees - 5 year vesting 35 - -
Granted to non-employee directors - 1 year vesting 12 - -
- ---------------------------------------------------------------------------
Ending Balance 47 - -
- ---------------------------------------------------------------------------
Weighted-average fair value for shares granted
during the year $ 5.68 $ - $ -
- ---------------------------------------------------------------------------
(4) INCOME TAXES
The domestic and foreign components of income before income taxes are as
follows:
(in thousands of dollars)
- ----------------------------------------------------------------------------
2005 2004 2003
- ----------------------------------------------------------------------------
Domestic $ 1 $ 5 $(497)
Foreign 950 913 625
- ----------------------------------------------------------------------------
$ 951 $ 918 $ 128
- ----------------------------------------------------------------------------
The components of the provision / (benefit) for income taxes for the years
ended September 30, 2005, 2004 and 2003 are as follows:
(in thousands of dollars)
- ----------------------------------------------------------------------------
2005
- ----------------------------------------------------------------------------
Current Deferred Total
Federal $ 24 $ (32) $ (8)
State 7 8 15
Foreign 338 (35) 303
- ----------------------------------------------------------------------------
$ 369 $ (59) $ 310
- ----------------------------------------------------------------------------
2004
- ----------------------------------------------------------------------------
Current Deferred Total
Federal $ 26 $ (25) $ 1
State 21 (5) 16
Foreign 299 (9) 290
- ----------------------------------------------------------------------------
$ 346 $ (39) $ 307
- ----------------------------------------------------------------------------
2003
- ----------------------------------------------------------------------------
Current Deferred Total
Federal $ - $ (151) $ (151)
State 5 (31) (26)
Foreign 241 (19) 222
- ----------------------------------------------------------------------------
$ 246 $ (201) $ 45
- ----------------------------------------------------------------------------
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)
- ----------------------------------------------------------------------------
2005 2004 2003
- ----------------------------------------------------------------------------
Statutory Federal income tax rate 34% 34% 34%
Computed tax provision at statutory rate $ 323 $ 312 $ 44
Increases (decreases) resulting from:
Foreign tax rate differentials (20) (28) (23)
State taxes net of federal tax benefit (7) 1 (17)
Change in deferred tax valuation allowance 7 (15) -
Foreign tax credits and other 7 37 41
- ----------------------------------------------------------------------------
Income tax provision in the Statement of Income $ 310 $ 307 $ 45
- ----------------------------------------------------------------------------
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date. A valuation
allowance is provided for deferred tax assets if it is more likely than not
that these items will either expire before the Company is able to realize
the benefit, or that future deductibility is uncertain. The significant
items comprising the domestic and foreign deferred tax accounts at September
30, 2005 and 2004 are as follows:
(in thousands of dollars)
- ----------------------------------------------------------------------------
2005
- ----------------------------------------------------------------------------
Domestic Foreign Foreign
current current long-term
- ----------------------------------------------------------------------------
Assets:
Pension accruals (prepaid) $ 274 $ 22 $ -
Inventory basis differences 49 30 -
Warranty reserves 42 - -
Foreign tax credit carry forwards 150 - -
Other (net) 126 1 -
- ----------------------------------------------------------------------------
641 53 -
Liabilities:
Property basis differences - - (33)
- ----------------------------------------------------------------------------
Net asset (liability) 641 53 (33)
Valuation allowance (131) - -
- ----------------------------------------------------------------------------
Net deferred tax asset (liability) $ 510 $ 53 $ (33)
- ----------------------------------------------------------------------------
2004
- ----------------------------------------------------------------------------
Domestic Foreign Foreign
current current long-term
- ----------------------------------------------------------------------------
Assets:
Pension accruals (prepaid) $ 252 $ (8) $ -
Inventory basis differences 105 31 -
Warranty reserves 47 - -
Foreign tax credit carry forwards 181 - -
Other (net) 103 29 -
- ----------------------------------------------------------------------------
688 52 -
Liabilities:
Property basis differences - - (61)
- ----------------------------------------------------------------------------
Net asset (liability) 688 52 (61)
Valuation allowance (205) - -
- ----------------------------------------------------------------------------
Net deferred tax asset (liability) $ 483 $ 52 $ (61)
- ----------------------------------------------------------------------------
(5) ACCRUED EXPENSES
The analysis of accrued expenses at September 30, 2005 and 2004, showing
separately any items in excess of 5% of total current liabilities, was as
follows:
(in thousands of dollars)
- ----------------------------------------------------------------------------
2005 2004
- ----------------------------------------------------------------------------
Accrued compensation and related costs $ 1,101 $ 979
Warranty reserves 364 386
Other accrued expenses 1,220 1,176
- ----------------------------------------------------------------------------
$ 2,685 $ 2,541
- ----------------------------------------------------------------------------
(6) COMMITMENTS AND CONTINGENCIES
In fiscal 2002 the Company received a demand for repayment of an alleged
preference payment of $180,000 received from a customer in the 90 days prior
to their filing for protection under Chapter 11 during fiscal 2000. At the
time this customer filed for Chapter 11 protection it owed the Company
$50,000 and this amount was fully reserved in the fiscal 2000 financial
statements. The Company settled this claim in October 2005 and the cost of
settlement of $90,000 was fully reserved at September 30, 2005.
Tech/Ops Sevcon is involved in various other legal proceedings in the
ordinary course of business but believes that it is remote that the outcome
will be material to operations.
The Company maintains a directors' retirement plan which provides for
certain retirement benefits to non-employee directors. Effective January
1997 the plan was frozen and no further benefits are being accrued. While
the cost of the plan has been fully charged to expense, the plan is not
separately funded. The estimated maximum liability which has been recorded
based on the cost of buying deferred annuities at September 30, 2005 was
$204,000.
Minimum rental commitments under all non-cancelable leases are as follows
for the years ended September 30: 2006 - $207,000; 2007 - $204,000; 2008 -
$195,000; 2009 - $195,000; 2010 - $195,000 and $1,658,000 thereafter. Net
rentals of certain land, buildings and equipment charged to expense were
$214,000 in 2005, $207,000 in 2004, and $195,000 in 2003.
The UK subsidiaries of the Company have given to a bank a security interest
in all of their assets as security for overdraft facilities of $1,991,000.
There were no amounts outstanding on the overdraft facilities at September
30, 2005 or 2004.
(7) EMPLOYEE BENEFIT PLANS
Tech/Ops Sevcon has defined benefit plans covering the majority of its US
and UK employees. There is also a small defined contribution plan. The
following table sets forth the estimated funded status of these defined
benefit plans and the amounts recognized by Tech/Ops Sevcon. The Company
uses a September 30 measurement date for its pension plans.
(in thousands of dollars)
- ----------------------------------------------------------------------------
2005 2004
- ----------------------------------------------------------------------------
Change in benefit obligation:
Benefit obligation at beginning of year $14,418 $12,486
Service cost 419 446
Interest cost 867 844
Plan participants contributions 234 199
Actuarial (gain) loss 514 (487)
Benefits paid (252) (38)
Foreign currency exchange rate changes (290) 968
- ----------------------------------------------------------------------------
Benefit obligation at end of year 15,910 14,418
- ----------------------------------------------------------------------------
Change in plan assets:
Fair value of plan assets at beginning of year 12,899 10,797
Return on plan assets 1,148 555
Employer contributions 444 518
Plan participants contributions 234 199
Benefits paid (252) (38)
Foreign currency exchange rate changes (263) 868
- ----------------------------------------------------------------------------
Fair value of plan assets at end of year 14,210 12,899
- ----------------------------------------------------------------------------
(in thousands of dollars)
- ----------------------------------------------------------------------------
2005 2004
- ----------------------------------------------------------------------------
Funded status (1,700) (1,519)
Unrecognized transition obligation (asset) (3) (5)
Unrecognized prior service cost 593 661
Unrecognized net actuarial (gain) loss 629 462
- ----------------------------------------------------------------------------
Accrued benefit cost $ (481) $ (401)
- ----------------------------------------------------------------------------
The Tech/Ops Sevcon net pension cost included the following components as
defined by SFAS #132.
(in thousands of dollars)
- ----------------------------------------------------------------------------
2005 2004 2003
- ----------------------------------------------------------------------------
Components of net periodic benefit cost:
Service cost $ 434 $ 443 $ 432
Interest cost 901 840 773
Expected return on plan assets (845) (844) (775)
Amortization of transition obligation (2) (2) (2)
Amortization of prior service cost 55 54 49
Recognized net actuarial gain (loss) - - -
- ----------------------------------------------------------------------------
Net periodic benefit cost $ 543 $ 491 $ 477
- ----------------------------------------------------------------------------
Net cost of defined contribution plans $ 29 $ 28 $ 27
- ----------------------------------------------------------------------------
The weighted average assumptions used to determine plan obligations and net
periodic benefit cost for the years ended September 30, 2005 and 2004 were
as set out below:
- ----------------------------------------------------------------------------
2005 2004
- ----------------------------------------------------------------------------
Plan obligations:
Discount rate 5.80% 6.02%
Rate of compensation increase 3.93% 4.23%
Net periodic benefit cost:
Discount rate 6.02% 6.25%
Expected long term return on plan assets 6.05% 6.43%
Rate of compensation increase 4.23% 4.30%
- ----------------------------------------------------------------------------
The reductions in these assumptions reflect actuarial advice and changing
market conditions and experience.
The weighted average asset allocations by asset category are set out below
for both the UK and US plans:
- ----------------------------------------------------------------------------
(percentage of total assets)
- ----------------------------------------------------------------------------
2005 2004
- ----------------------------------------------------------------------------
US Plan UK Plan Total US Plan UK Plan Total
Equity securities 40% 30% 31% 44% 32% 33%
Debt securities 56% 49% 50% 54% 45% 46%
Real estate - 18% 16% - 20% 18%
Other 4% 3% 3% 2% 3% 3%
- ----------------------------------------------------------------------------
Total 100% 100% 100% 100% 100% 100%
- ----------------------------------------------------------------------------
For the US plan the target asset allocations are 40% - 45% equity securities
and 55% - 60% debt securities. The UK plan is invested in an insurance
company with-profits unit fund which holds various investments as decided by
the insurance company's fund manager, who is responsible for the asset
allocation within the fund. The asset allocations of the insurance company
with-profits units are included in the table above.
The overall expected long-term rate of return on plan assets has been based
on the expected returns on equities, bonds and real estate based broadly on
the current asset allocation, with a small reduction in the expected rate to
reflect the conservative nature of the distributions from the insurance
company with profits unit fund.
The following benefit payments, which reflect future service, as
appropriate, are expected to be paid:
(in thousands of dollars)
- ----------------------------------------------------------------------------
2006 $ 49
2007 98
2008 128
2009 164
2010 238
2011 - 2015 2,425
- ----------------------------------------------------------------------------
In fiscal 2006 it is estimated that the Company will make contributions to
the plans of $564,000, and that there will be employee contributions to the
UK plan of $246,000.
(8) 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)
- ----------------------------------------------------------------------------
2005
- ----------------------------------------------------------------------------
Controls Capacitors Corporate Total
- ----------------------------------------------------------------------------
Sales to external customers $30,009 $ 1,666 $ - $31,675
Inter-segment revenues - 199 - 199
Operating income 1,343 32 (376) 999
Depreciation and amortization 611 50 - 661
Identifiable assets 14,948 951 547 16,446
Capital expenditures 536 35 - 571
- ----------------------------------------------------------------------------
2004
- ----------------------------------------------------------------------------
Controls Capacitors Corporate Total
- ----------------------------------------------------------------------------
Sales to external customers $27,101 $ 2,049 $ - $29,150
Inter-segment revenues - 218 - 218
Operating income 974 295 (297) 972
Depreciation and amortization 580 50 - 630
Identifiable assets 14,938 1,026 644 16,608
Capital expenditures 612 16 - 628
- ----------------------------------------------------------------------------
2003
- ----------------------------------------------------------------------------
Controls Capacitors Corporate Total
- ----------------------------------------------------------------------------
Sales to external customers $20,730 $ 2,383 $ - $23,113
Inter-segment revenues - 326 - 326
Operating income (53) 476 (272) 151
Depreciation and amortization 531 44 - 575
Identifiable assets 12,039 1,238 507 13,784
Capital expenditures 549 15 - 564
- ----------------------------------------------------------------------------
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)
- ----------------------------------------------------------------------------
2005 2004 2003
- ----------------------------------------------------------------------------
Sales:-
US sales $12,893 $10,577 $ 8,141
Foreign sales:
United Kingdom 9,477 13,529 11,687
France 9,305 5,044 3,274
Korea - - 11
- ----------------------------------------------------------------------------
Total Foreign 18,782 18,573 14,972
- ----------------------------------------------------------------------------
Total sales $31,675 $29,150 $23,113
- ----------------------------------------------------------------------------
Long-lived assets:
USA $ 1,543 $ 1,571 $ 1,571
United Kingdom 2,866 2,970 2,740
France 51 71 46
Korea 11 8 4
- ----------------------------------------------------------------------------
Total $ 4,471 $ 4,620 $ 4,361
- ----------------------------------------------------------------------------
The business located in the United States services customers in North and
South America. The business located in France services customers in France,
Spain, Portugal, Belgium, Germany, Netherlands and North Africa. The
business located in Korea supports customers in Asia, however, sales to
these customers are made from the United Kingdom. The businesses located in
the United Kingdom service customers in the rest of the world, principally
Europe and the Far East. During the past two fiscal years the responsibility
for dealing with two large customers in Europe was transferred from the
United Kingdom to the French subsidiary which accounted for approximately
50% of the decrease in United Kingdom sales in 2005.
In fiscal 2005 Tech/Ops Sevcon's largest customer accounted for 16% of sales
and for 20% of receivables. In 2004 the largest customer accounted for 11%
of sales and 13% of receivables. In 2003 the largest customer accounted for
10% of sales and 5% of receivables.
Report of Independent Registered Public Accounting Firm
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, 2005 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.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express
no such opinion. 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 financial position of Tech/Ops
Sevcon, Inc. and subsidiaries as of September 30, 2005 and the results of
their operations and their cash flows for the year then ended in conformity
with accounting principles generally accepted in the United States of
America.
We have also audited Schedule II for the year ended September, 2005. In
our opinion, this schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all
material respects, the information therein.
/s/ Vitale, Caturano & Company, Ltd.
Boston, Massachusetts
December 2, 2005
Report of Independent Registered Public Accounting Firm
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, 2004 and the related
consolidated statements of income, comprehensive income, stockholders'
investment and cash flows for each of the two years in the period ended
September 30, 2004. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express
no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Tech/Ops
Sevcon, Inc. and subsidiaries as of September 30, 2004 and the results of
their operations and their cash flows for each of the two years in the
period ended September 30, 2004 in conformity with accounting principles
generally accepted in the United States of America.
We have also audited Schedule II for each of the two years in the
period ended September 30, 2004. In our opinion, this schedule, when
considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly, in all material respects, the information
therein.
/s/ Grant Thornton LLP
Boston, Massachusetts
December 3, 2004
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Selected quarterly financial data for fiscal years 2005 and 2004 is set out
below:
(in thousands except per share data)
- ----------------------------------------------------------------------------
First Second Third Fourth Total
Quarter Quarter Quarter Quarter Year
- ----------------------------------------------------------------------------
2005 Quarters
- ----------------------------------------------------------------------------
Net sales $ 7,542 $ 8,094 $ 8,453 $ 7,586 $31,675
Gross profit 2,842 3,126 3,160 2,908 12,036
Operating income 20 285 381 313 999
Net income 20 172 216 233 641
- ----------------------------------------------------------------------------
Basic income per share * $ .01 $ .05 $ .07 $ .07 $ .21
- ----------------------------------------------------------------------------
Diluted income per share $ .01 $ .05 $ .07 $ .07 $ .20
- ----------------------------------------------------------------------------
2004 Quarters
- ----------------------------------------------------------------------------
Net sales $ 6,466 $ 7,273 $ 7,486 $ 7,925 $29,150
Gross profit 2,608 2,985 2,961 2,991 11,545
Operating income 173 280 121 398 972
Net income 81 142 103 285 611
- ----------------------------------------------------------------------------
Basic income per share $ .03 $ .05 $ .03 $ .09 $ .20
- ----------------------------------------------------------------------------
Diluted income per share * $ .03 $ .05 $ .03 $ .09 $ .19
- ----------------------------------------------------------------------------
* The sum of quarterly basic income per share in 2005 and the sum of
quarterly diluted income per share in 2004 is $.01 different from the annual
diluted income per share due to roundings.
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
In 2005, the Audit Committee of the Board of Directors reviewed the
Company's independent auditors as part of its ongoing efforts to reduce
operating costs and expenses. As a result, on September 1, 2005, the Audit
Committee voted to replace Grant Thornton LLP with Vitale, Caturano &
Company, Ltd. (VCC) as the Company's independent registered public
accounting firm, effective immediately. The Company's Audit Committee
selected VCC based, among other things, on the fee estimates provided by VCC
and the closure by Grant Thornton UK LLP of its office in Newcastle, near
the Company's UK facilities. The Company expects to lower its audit costs as
a result of the change in accounting firms.
ITEM 9 A CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. The Company's
principal executive officer and principal financial officer, after
evaluating the effectiveness of the Company's "disclosure controls and
procedures" (as defined in Securities Exchange Act of 1934 Rule 13a-15(e))
have concluded that, as of September 30, 2005, the disclosure controls and
procedures were effective and designed to ensure that the information
required to be disclosed in the reports filed or submitted by the Company
under the Securities Exchange Act of 1934 is recorded, processed, summarized
and reported within the requisite time periods.
(b) Changes in internal control over financial reporting. The Company's
principal executive officer and principal financial officer have identified
no change in the Company's "internal control over financial reporting" (as
defined in Securities Exchange Act of 1934 Rule 13a-15(f)) that occurred
during the fourth quarter of fiscal 2005 that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The requisite information regarding the Company's directors, executive
officers and audit committee members is contained in part under the caption
"Executive Officers of the Registrant" in Part I hereof and the remainder is
incorporated by reference from the discussion responsive thereto under the
captions "Election of Directors" and "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Company's Proxy Statement for the 2006 Annual
Meeting of Stockholders.
We have adopted a Code of Ethics for Senior Officers that applies to our
chief executive officer, chief financial officer, and controllers. We have
also adopted a Code of Conduct and Ethics that applies to all of our
employees, including, but not limited to, our chief executive officer, chief
financial officer, and controllers. A copy of either Code is available
without charge upon request from the Chief Financial Officer at Tech/Ops
Sevcon, Inc., 155 Northboro Road, Southborough, MA 01772. If we make any
substantive amendments to the Code of Ethics for Senior Officers or grant
any waiver from a provision of such Code, or if we make any substantive
amendment to a provision of the Code of Conduct that applies to our chief
executive officer, chief financial officer or controller, or if we grant any
waiver from a provision of such Code for any such persons we will disclose
the nature of such amendment or waiver in a report on Form 8-K.
ITEM 11 EXECUTIVE COMPENSATION
This information is incorporated by reference from the information under the
captions "Election of Directors - Director Compensation," "Executive
Compensation," "Compensation Committee Report" and "Performance Graph" in
the Company's Proxy Statement for the 2006 Annual Meeting of Stockholders.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The requisite information concerning security ownership is incorporated by
reference from the information responsive thereto under the captions
"Beneficial Ownership of Common Stock" and "Election of Directors" in the
Company's Proxy Statement for the 2006 Annual Meeting of Stockholders.
The following table sets out the status of shares authorized for issuance
under equity compensation plans at September 30, 2005.
- ----------------------------------------------------------------------------
Plan Category Number of Weighted- Number of Number of
securities average securities securities
to be exercise remaining remaining
issued upon price of available available
exercise of outstanding for future for future
outstanding options, issuance issuance
options warrants under equity under equity
warrants and rights compensation compensation
and rights plans plans
(excluding (excluding
securities securities
reflected in reflected in
column (a))at column (a))at
beginning of end of year
year
- ----------------------------------------------------------------------------
(a) (b) (c) (d)
- ----------------------------------------------------------------------------
Equity compensation
plans approved by
security holders:
1996 Equity
Incentive Plan 157,000 $ 8.62 141,000 100,000
1998 Director Stock
Option Plan 25,000 $13.23 - -
- ----------------------------------------------------------------------------
Sub Total 182,000 $ 9.42 141,000 100,000
- ----------------------------------------------------------------------------
Equity compensation
plans not approved
by security holders - - - -
- ----------------------------------------------------------------------------
Total 182,000 $ 9.42 141,000 100,000
- ----------------------------------------------------------------------------
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information (if any) is incorporated by reference from the discussion
responsive thereto under the caption "Election of Directors" in the
Company's Proxy Statement relating to the 2005 Annual Meeting of
Stockholders.
ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES
This information is incorporated by reference from the discussion responsive
thereto under the caption "Auditors" in the Company's Proxy Statement
relating to the 2006 Annual Meeting of Stockholders.
PART IV
ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Financial statements and schedule
The financial statements and financial statement schedule listed under
Item 8 in the index following the cover page are filed as part of this
Annual Report on Form 10-K.
(b) Exhibits
The exhibits filed as part of this Annual Report on Form 10-K are
listed on the Exhibit Index below.
INDEX TO EXHIBITS
*(3)(a)Certificate of Incorporation of the registrant (incorporated by
reference to Exhibit (3)(a) to Quarterly Report on Form 10-Q for the
quarter ended July 3, 2004).
*(3)(b)By-laws of the registrant (incorporated by reference to Exhibit
(3)(b) to Quarterly Report on Form 10-Q for the quarter ended June
30, 2000).
*(4)(a)Specimen common stock of registrant (incorporated by reference to
Exhibit (4)(a) to Annual Report for the fiscal year ended September
30, 1994).
*(10)(a)Tech/Ops Sevcon, Inc. 1996 Equity Incentive Plan (incorporated by
reference to the Registrant's 2004 Proxy Statement filed on December
29, 2003).
*(10)(b)Form of Option for 1996 Equity Incentive Plan (incorporated by
reference to Exhibit (10)(b) to Annual Report for the fiscal year
ended September 30, 2002).
*(10)(c)Form of Restricted Stock Agreement for employees for 1996 Equity
Incentive Plan (incorporated by reference to Exhibit (10)(c) to
Annual Report for the fiscal year ended September 30, 2004).
*(10)(d)Form of Restricted Stock Agreement for non-employee directors for
1996 Equity Incentive Plan (incorporated by reference to Exhibit
(10)(d) to Annual Report for the fiscal year ended September 30,
2004).
*(10)(e)Form of Indemnification Agreement dated January 4, 1988 between the
registrant and each of its directors (incorporated by reference to
Exhibit (10)(e) to Annual Report for the fiscal year ended September
30, 1994).
*(10)(f)Directors' Retirement Plan (incorporated by reference to Exhibit
(10)(b) to Annual Report for the fiscal year ended September 30,
1990).
*(10)(g)Board resolution terminating Directors' Retirement Plan
(incorporated by reference to Exhibit (10)(e) to Annual Report for
the fiscal year ended September 30, 1997).
*(10)(h)Tech/Ops Sevcon, Inc. 1998 Director Stock Option Plan (incorporated
by reference to Exhibit 10 to Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998).
*(10)(i)Summary of Director and Executive Officer Non-Plan Compensation
(filed herewith).
*(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 Vitale Caturano & Company, Ltd. (filed herewith).
Consent of Grant Thornton LLP (filed herewith).
(31.1) Certification of Principal Executive Officer pursuant to section 302
of the Sarbanes-Oxley Act of 2002. (Filed herewith)
(31.2) Certification of Principal Financial Officer pursuant to section 302
of the Sarbanes-Oxley Act of 2002. (Filed herewith)
(32.1) Certification of Principal Executive Officer and Principal Financial
Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
(Furnished herewith)
*Indicates exhibit previously filed and incorporated by reference. Exhibits
filed with periodic reports were filed under File No. 1-9789.
Executive Compensation Plans and Arrangements:
Exhibits (10)(a) - (i) are management contracts or compensatory plans or
arrangements in which the executive officers or directors of the registrant
participate.
A copy of these exhibits may be obtained on the SEC's EDGAR database (at
www.sec.gov) or will be furnished without charge to any stockholder upon
written request to Tech/Ops Sevcon, Inc. attention Paul A. McPartlin, Chief
Financial Officer, 155 Northboro Road, Southborough MA 01772, Telephone:
(581) 281 5510.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
TECH/OPS SEVCON, INC.
By /s/ Matthew Boyle December 14, 2005
Matthew Boyle
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
- ----------------------------------------------------------------------------
/s/ Matthew Boyle President, Chief Executive December 14, 2005
- ----------------- Officer and Director
Matthew Boyle (Principal Executive Officer)
/s/ Paul A. McPartlin Vice President, Treasurer December 14, 2005
- --------------------- and Chief Financial Officer
Paul A. McPartlin (Principal Financial and
Accounting Officer)
/s/ Maarten D. Hemsley Director December 14, 2005
- ----------------------
Maarten D. Hemsley
/s/ Paul B. Rosenberg Director December 14, 2005
- ---------------------
Paul B. Rosenberg
/s/ Marvin G. Schorr Director December 14, 2005
- -------------------
Marvin G. Schorr
/s/ Bernard F. Start Director December 14, 2005
- --------------------
Bernard F. Start
/s/ David R. A. Steadman Director December 14, 2005
- ------------------------
David R. A. Steadman
/s/ Paul O. Stump Director December 14, 2005
- --------------------
Paul O. Stump
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Matthew Boyle, certify that:
1. I have reviewed this Annual Report on Form 10-K of Tech/Ops Sevcon,
Inc.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's fourth fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: December 14, 2005
/s/ Matthew Boyle
Matthew Boyle
President and Chief Executive Officer
EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Paul A. McPartlin, certify that:
1. I have reviewed this Annual Report on Form 10-K of Tech/Ops Sevcon,
Inc.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's fourth fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: December 14, 2005
/s/ Paul A. McPartlin
Paul A. McPartlin
Chief Financial and Accounting Officer
EXHIBIT 32.1
Certification of Periodic Financial Report
Pursuant to 18 U.S.C. Section 1350
Each of the undersigned officers of Tech/Ops Sevcon, Inc. (the "Company")
certifies, under the standards set forth in and solely for the purposes of
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, that the Annual Report on Form 10-K of the Company for
the year ended September 30, 2005 fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
information contained in that Form 10-K fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Dated: December 14, 2005
/s/ Matthew Boyle
Matthew Boyle
Chief Executive Officer
Dated: December 14, 2005
/s/ Paul A. McPartlin
Paul A. McPartlin
Chief Financial Officer
SCHEDULE II
TECH/OPS SEVCON, INC. AND SUBSIDIARIES
Reserves for the three years ended September 30, 2005
(in thousands of dollars)
- ----------------------------------------------------------------------------
Allowance for doubtful accounts 2005 2004 2003
- ----------------------------------------------------------------------------
Balance at beginning of year 192 245 306
Additions charged to costs and expense 73 27 24
Deductions from reserves:
Accounts collected (8) (56) -
Write off of uncollectible accounts (111) (34) (91)
Foreign currency translation adjustment (2) 10 6
- ---------------------------------------------------------------------------
Balance at end of year 144 192 245
- ---------------------------------------------------------------------------
Exhibit 10(i)
Summary of Director and Executive Officer Non-Plan Compensation
Non-Employee Directors
Non-employee directors of the Company are each paid $16,000 per year for
their services. The Chairmen of the Board of Directors and of the Audit
Committee, Compensation Committee, and Nominating and Governance Committee
of the Board each receive an additional $3,000 per year.
Executive Officers
The annual salaries of the executive officers for 2006 are as follows:
Matthew Boyle, President and Chief Executive Officer --
British Pounds 136,000
Paul A. McPartlin, Vice President, Chief Financial Officer and Treasurer
-- British Pounds 85,000
Annual cash bonuses will be determined at the end of the year.
* * * * *
Further information about compensation of directors and executive officers
is found in the Company's proxy statements on file with the Commission, as
well as in periodic Form 8-K filings by the Company.
Exhibit 23
Consent of Independent Registered Public Accounting Firm
As independent registered public accountants, we hereby consent to the
incorporation of our report, dated December 2, 2005, with respect to
the consolidated balance sheets of Tech/Ops Sevcon, Inc. as of
September 30, 2005, and the related consolidated statements of income,
comprehensive income, stockholders' investment and cash flows for the
year ended September 30, 2005, included in this Form 10-K, into the
Company's previously filed Registration Statements on Form S-8 (File
No. 33-42960, File No. 333-02113, File No. 333-61229, and File No. 333-
104785).
/s/ Vitale Caturano & Company, Ltd.
Boston, Massachusetts
December 22, 2005
Consent of Independent Registered Public Accounting Firm
We have issued our report dated December 3, 2004, accompanying
the consolidated financial statements and schedule in the Annual
Report of Tech/Ops Sevcon, Inc. on Form 10-K as of September 30,
2004 and for each of the two years in the period ended September
30, 2004. We hereby consent to the inclusion of said report in
the Form 10-K for the year ended September 30, 2005 for Tech/Ops
Sevcon, Inc. We hereby consent to the incorporation by
reference of said report in the Registration Statements of
Tech/Ops Sevcon, Inc. on Forms S-8 (File No. 33-42960, File No.
333-02113, File No. 333-61229, and File No. 333-104785).
/s/ Grant Thornton LLP
Boston, Massachusetts
December 22, 2005