SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended September 30, 1999 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Ex-
change 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)
40 NORTH AVENUE, BURLINGTON, Massachusetts 01803
-----------------------------------------------------
(Address of Principal Executive Offices and Zip Code)
Registrant's Area Code and Telephone Number (781) 229 7896
Securities registered pursuant to Section 12(b) of the Act:
(Name of Exchange
(Title of Each Class) 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 re-
quired 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 reg-
istrant 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 state-
ments incorporated by reference in Part III of this Form 10-K or any amend-
ment to this form 10-K. [ ]
As of November 25, 1999, 3,115,306 common shares were outstanding, and the
aggregate market value of the common shares (based upon the closing price on
the American Stock Exchange) held by non-affiliates was approximately
$23,700,000.
Documents incorporated by reference: Portions of the Proxy Statement for An-
nual Meeting of Stockholders to be held January 26, 2000 are incorporated by
reference into Part III of this report.
1
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 5
EXECUTIVE OFFICERS OF THE REGISTRANT 5
PART II
5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS 6
6. SELECTED FINANCIAL DATA 6
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 7
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 8
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Balance Sheets 9
Consolidated Statements of Income 11
Consolidated Statements of Comprehensive Income 11
Consolidated Statements of Stockholders' Investment 12
Consolidated Statements of Cash Flows 14
Notes to Consolidated Financial Statements 16
Report of Independent Public Accountants 27
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 28
PART III
10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 28
11. EXECUTIVE COMPENSATION 28
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 28
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 28
PART IV
14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Exhibits 28
Financial statements and schedules 28
Form 8-K 28
Signatures of registrant and directors 31
SCHEDULES
II RESERVES 32
Schedules other than the one referred to above have been omitted as inappli-
cable or not required, or the information is included elsewhere in financial
statements or the notes thereto.
2
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 con-
trols business previously performed by Tech/Ops, Inc. (Tech/Ops). Through
wholly-owned subsidiaries located in the United States, England, and France,
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 equip-
ment. Through another subsidiary located in the United Kingdom, Tech/Ops
Sevcon manufactures special metallized film capacitors for electronics appli-
cations. These capacitors are used as components in the power electronics,
signalling and audio equipment markets. Approximately 94% of the Company's
revenues are derived from the controls business, with the remainder derived
from the capacitor business.
Marketing and sales
Sales are made primarily through a small full-time marketing staff. Sales in
the United States were $10,940,000, $11,321,000 and $10,012,000, in 1999,
1998 and 1997, respectively, which accounted for approximately 37%, 36% and
37%, respectively, of total sales. Approximately 53% of sales are made to 10
manufacturers of electric vehicles in the United States, Europe and the Far
East. Approximately 90% of the Company's sales are direct to end customers,
with 10% made to the Company's international dealer network.
Patents
Although the Company has applied for, and been granted, patents on two new
product ranges, the Company believes that its business is not significantly
dependent on patent protection. The Company is primarily dependent upon tech-
nical competence, the quality of its products, and its prompt and responsive
service performance.
Backlog
Tech/Ops Sevcon's backlog at September 30, 1999 was $4,261,000 compared to
$4,441,000 in September 1998, and $4,454,000 in September 1997.
Raw materials
Tech/Ops Sevcon's products require a wide variety of components and materi-
als. The Company has many sources for most of such components and materials
and produces certain of these items internally. The Company believes that its
sources and availability of its raw materials are adequate.
Competition
In the United States, the Company competes primarily with a division of the
General Electric Company, which has a significant share of the market and
with Curtis Instruments, Inc., a privately held company. Overseas, Tech/Ops
Sevcon has several international competitors, including General Electric Com-
3
pany and Curtis Instruments, as well as a number of small competitors that
operate only in local markets. In addition, several large manufacturers of
fork lift trucks make their own controls, although their product is generally
for internal use only. The Company differentiates itself from its competitors
principally by technical innovation and its willingness to customize products
for specific applications. The Company believes that it is one of the largest
independent suppliers of such devices outside of the United States.
Research and development
Tech/Ops Sevcon's technological expertise has been an important factor in its
growth. The Company regularly pursues product improvements to maintain its
technical position. Research and development expenditure amounted to
$2,176,000 in 1999 compared to $1,973,000 in 1998 and $1,798,000 in 1997. Ex-
penditure increased by 10% in 1999 mainly associated with new products and
customer projects.
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, 1999, the Company employed 252 full-time employees, of
whom 22 were in the United States, 222 were in the United Kingdom, 6 were in
France, and 2 were in the Far East. Tech/Ops Sevcon believes its relations
with its employees are good.
ITEM 2 PROPERTIES
A subsidiary of the Company leases approximately 12,000 square feet in Bur-
lington, Massachusetts, under a lease expiring in 2003, with both parties
able to give 12 months notice to terminate. The building is used for the de-
velopment, distribution and service of electronic controls, together with
sales and corporate offices. The United Kingdom electronic controls business
of Tech/Ops Sevcon is carried on in two adjacent buildings owned by it lo-
cated in Gateshead, England, containing 40,000 and 20,000 square feet of
space respectively. The land on which these buildings stand are held on
leases expiring in 2068 and 2121 respectively. 5,000 square feet of space is
also rented near Paris, France under a lease expiring in December 2000. The
capacitor subsidiary of the Company owns a 9,000 square foot building, built
in 1981, in Wrexham, Wales.
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 opera-
tions.
ITEM 3 LEGAL PROCEEDINGS
The Company is involved in various legal proceedings, but believes that these
matters will be resolved without a material effect on its financial position.
4
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
Name of Officer Age Position
- ----------------------------------------------------------------------------
Matthew Boyle 37 President & Chief Executive Officer
Paul A. McPartlin 54 Vice President & Chief Financial Officer
Paul B. Rosenberg 67 Treasurer
- ----------------------------------------------------------------------------
All officers serve until the next annual meeting and until their successors
are elected and qualified. All officers have served in their present posi-
tions for more than 5 years, except for Mr. Boyle who was appointed Vice
President and Chief Operating Officer on November 5, 1996 and President and
Chief Executive Officer on November 13, 1997. From 1994, until he joined the
Company in November 1996, Mr. Boyle was the General Manager of the Regu-
lateurs Europa business of GEC Alsthom in Colchester, England. Prior to that
Mr. Boyle was General Manager of the Scottish Strategic Business Unit of Hon-
eywell Control Systems Ltd. Mr. McPartlin has been the Financial Director of
the Company's UK operations for more than five years. Mr. Rosenberg is Presi-
dent and CEO of Tech/Ops Corporation, a consulting firm.
There are no family relationships between any director or executive officer
and any other director or executive officer of the Company.
PART II
ITEM 5 MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
The Common Stock of the Company is traded on the American Stock Exchange un-
der the symbol TO. A summary of the market prices of, and dividends paid on,
the Company's Common Stock is shown in the table on page 21 of the Company's
Annual Report to Shareholders for 1999 which is incorporated herein by refer-
ence. At November 25, 1999, there were approximately 370 shareholders of rec-
ord.
ITEM 6 SELECTED FINANCIAL DATA
A summary of selected financial data for the last ten years is shown on page
1 of the Company's Annual Report to Stockholders accompanying this report on
Form 10-K and incorporated herein by reference.
5
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
A) Results of Operations
1999 compared to 1998
Sales in fiscal 1999 were $29,654,000, a decrease of $1,865,000, or 6%, com-
pared to last year. Sales in the controls business declined by $1,393,000, or
5%. US controls sales were $381,000, or 3%, lower than last year and foreign
controls sales declined by $1,012,000,or 6%. The decline in US sales occurred
principally in the second half of the year and was due to overstocking at
some large customers and some short-term delays in the start-up and comple-
tion of new projects. The decrease in foreign controls sales was principally
due to product introduction delays and depressed conditions in our Far East
markets. Sales in our capacitor business of $1,770,000 were $472,000, or 21%,
lower than last year. This was mainly due to continued weakness in the mar-
kets served by ICW, our capacitor business.
Gross profit was 41% of sales in 1999 compared to 39% of sales in 1998. Gross
profit was $12,153,000, a decrease of $147,000, compared to 1998. The im-
provement in the gross profit percentage was mainly due to lower material
costs and improved manufacturing efficiency.
Selling, research and administrative expenses increased by $215,000, or 3%.
In the last half of fiscal 1999, following an internal review of its opera-
tions, the Company commenced a two year plan to reorganize and refocus manu-
facturing facilities based on their core competencies, reduce manufacturing
costs and continue to improve quality. In addition the Company plans to ex-
pand its world-wide sales presence and increase resources devoted to new
product introduction and development. During fiscal 1999 the Company incurred
costs associated with this plan of approximately $200,000 which were included
in selling, research and administrative expenses.
Operating income was $4,640,000, or 16% of sales, compared to $5,002,000,
also 16% of sales, in 1998. Operating income decreased by $362,000, or 7%.
Operating income in the controls business was $4,564,000, a decrease of
$114,000, or 2%. This decrease was principally due to lower sales and the
costs of the plan to reorganize and refocus the business. Operating income in
the capacitor business was $278,000, or 16% of sales, a decrease of $259,000
compared to last year, principally due to lower sales. Income before income
taxes was $4,703,000, a decrease of $382,000, or 8%. Income taxes were 34% of
pre-tax income in 1999 compared to 36% in 1998. The decrease in the average
tax rate was mainly due to a combination of lower foreign tax rates and in-
creased foreign tax credits. Net income was $3,125,000, a decrease of
$144,000, or 4%. Basic income per share was $1.00 in 1999 compared to $1.05
in 1998 and fully-diluted income per share was $1.00 in 1999 compared to
$1.04 in 1998.
The Company has considered the anticipated effects of new accounting stan-
dards and concluded that they would not be material.
The Company does not currently have any derivative instruments and does not
carry out hedging activities, therefore it does not anticipate any impact
arising from SFAS #133.
6
1998 compared to 1997
Sales in fiscal 1998 were an all-time record at $31,519,000, an increase of
$4,210,000, or 15%, compared to 1997. Price increases accounted for approxi-
mately $500,000 of the increase in sales, with the remaining 14% due to
higher physical volumes.
Sales in the United States increased by $1,309,000, or 13%, mainly due to in-
creased shipments to the fork lift truck and aerial lift markets. Market con-
ditions in the US mining market continued at a low level. In other markets,
mainly Europe and the Far East, which accounted for 64% of revenues, sales
increased by 17% mainly due to better conditions in the fork lift truck and
aerial lift markets. The economic turmoil in the Far East during 1998 had a
minimal impact on sales and profits as much of the Company's business with
customers headquartered there was destined for European markets. The markets
served by ICW Ltd., the capacitor business based in the UK, continued to be
difficult, with sales down by 7% compared to 1997.
Gross profit was 39% of sales compared to 35% in 1997, when the Company in-
curred a pretax charge of $600,000, which principally involved product modi-
fication costs and associated warranty expense. On a comparable basis, after
adjusting for the charge in 1997, gross profit increased by $2,084,000, from
37.4% to 39%. The main reason for the improvement in gross profit was im-
proved manufacturing efficiency in both material and labor unit costs. Sell-
ing, general and administrative expenses increased by $648,000, or 10%, which
was lower than the rate of growth in sales of 15%.
Operating income was $5,002,000, or 16% of sales, compared to $2,966,000, or
11% of sales in 1997. After adjusting for the impact of the $600,000 charge
in 1997, operating income increased by $1,436,000, or 40%, compared to an in-
crease in sales of 15%. Income before income taxes was $5,085,000, an in-
crease of 71% compared to 1997. On a comparable basis, after an adjustment
for the charge in 1997, income before income taxes increased by 43%. Income
taxes were 35.7% of pretax income compared to 36.2% in 1997. The decrease in
the tax rate was mainly due to lower foreign tax rates.
Net income was $3,269,000, an increase of 73% compared to 1997 when net in-
come was $1,891,000. On a comparable basis, after adjusting for the impact of
the $600,000 pretax charge in fiscal 1997, net income increased by 43% com-
pared to a 15% gain in sales. Basic income per share was $1.05 compared to
$.61 in 1997, an increase of 72%. Fully diluted income per share was $1.04
per share, compared to $.60 in fiscal 1997.
B) Liquidity and Capital Resources
Cash balances increased by $236,000 during fiscal 1999 to $3,675,000. However
short-term investments decreased by $549,000. Operating activities generated
$2,754,000 of cash which funded dividends of $2,238,000. Spending on prop-
erty, plant and equipment was $641,000, principally relating to new products
and improved manufacturing facilities.
The Company has, since January 1990, maintained a program of regular cash
dividends, which currently amounts to $561,000 per quarter. Tech/Ops Sevcon's
resources, in the opinion of management, are adequate for projected opera-
tions and capital spending programs, as well as continuation of the cash
dividend.
7
C) Year 2000 Issues
The Company has conducted a review of both its state of readiness with re-
spect to Year 2000 issues and that of its key suppliers and customers.
This review indicates that the Company's products do not include date-
sensitive technology and therefore do not present a Year 2000 exposure.
Conclusions from this review of the Company's internal systems, including In-
formation Technology (IT) and non IT systems, indicated certain issues re-
lated to Year 2000. The Company has resolved each of these issues at a cost
of approximately $45,000. The Company's circularization of both vendors and
customers indicates that there are no key vendors or customers who are not
compliant.
The Company's contingency planning to date has focused on cash availability
and both raw material and finished goods inventory planning to ensure that
the critical elements of the Company's operations will not be impacted by any
potential short-term disruption which may occur in January 2000.
Due to the nature of the Company's business, and based on the results of the
review performed to date, management does not believe that Year 2000 issues
will have a material effect on its results of operations, liquidity or finan-
cial condition.
This discussion of Year 2000 issues is based upon management's best estimates
of future events and conditions, and actual results could differ materially
from those currently projected. Specific factors that could adversely affect
the Company include failure by significant customers and suppliers to achieve
Year 2000 compliance and external forces that might generally affect busi-
ness, such as utility or transportation company Year 2000 compliance fail-
ures.
D) Impact of the Euro on Tech/Ops Sevcon
In January 1999 many European countries in which the Company does business
adopted the Euro as a common currency replacing the currencies of the indi-
vidual countries. There will be a three year transition period during which
the Euro will replace the French Franc as the functional currency of our
French subsidiary. This is not expected to have a material impact on the Com-
pany. Most of the Company's manufacturing activities take place in the UK
which has not announced plans to adopt the Euro.
In addition, it is anticipated that, as the Euro gains greater acceptance,
certain sales and expenses currently denominated in sterling are likely to
switch into Euros which will tend to increase the volatility of the Company's
revenues and income due to changes in foreign exchange rates. At the appro-
priate time the Company may undertake hedging activities to mitigate its po-
tential increased exposure to foreign exchange risk.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
8
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED BALANCE SHEETS
TECH/OPS SEVCON, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
September 30, 1999 and 1998 (in thousands of dollars)
- -----------------------------------------------------------------------------
ASSETS 1999 1998
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,675 $ 3,439
Short-term investments - 549
Receivables, net of allowances for doubtful accounts
of $174,000 in 1999 and $197,000 in 1998 5,566 6,091
Inventories 4,212 3,060
- -----------------------------------------------------------------------------
Total current assets 13,453 13,139
- -----------------------------------------------------------------------------
Property, plant and equipment, at cost:
Land and improvements 23 24
Buildings and improvements 2,083 2,092
Equipment 5,176 4,836
- -----------------------------------------------------------------------------
7,282 6,952
Less: accumulated depreciation and amortization 4,051 3,742
- -----------------------------------------------------------------------------
Net property, plant and equipment 3,231 3,210
- -----------------------------------------------------------------------------
Cost of purchased businesses in excess of net assets acquired 1,435 1,435
- -----------------------------------------------------------------------------
TOTAL ASSETS $18,119 $17,784
- -----------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' INVESTMENT
<S> <C> <C>
Current liabilities:
Accounts payable $ 2,650 $ 2,166
Dividend payable 561 559
Accrued compensation and related costs 1,116 1,203
Other accrued expenses 1,834 1,923
Accrued and deferred taxes on income 409 976
- -----------------------------------------------------------------------------
Total current liabilities 6,570 6,827
- -----------------------------------------------------------------------------
Deferred taxes on income 138 164
- -----------------------------------------------------------------------------
Commitments and contingencies (note 5)
- -----------------------------------------------------------------------------
9
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
3,115,306 shares in 1999 and 3,107,873 in 1998 312 311
Premium paid in on common stock 3,924 3,848
Retained earnings 7,811 6,970
Cumulative translation adjustment (636) (336)
- -----------------------------------------------------------------------------
Total stockholders' investment $11,411 $10,793
- -----------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $18,119 $17,784
- -----------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
10
CONSOLIDATED STATEMENTS OF INCOME
TECH/OPS SEVCON, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
For the Years ended September 30, 1999, 1998 and 1997 (in thousands except
per share data)
- -----------------------------------------------------------------------------
1999 1998 1997
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $29,654 $31,519 $27,309
- -----------------------------------------------------------------------------
Costs and expenses:
Cost of sales 17,501 19,219 17,693
Selling, research and administrative 7,513 7,298 6,650
- -----------------------------------------------------------------------------
25,014 26,517 24,343
- -----------------------------------------------------------------------------
Operating income 4,640 5,002 2,966
Interest expense (6) (39) (44)
Interest income 110 104 85
Other income (expense), net (41) 18 (39)
- -----------------------------------------------------------------------------
Income before income taxes 4,703 5,085 2,968
Income taxes (1,578) (1,816) (1,077)
- -----------------------------------------------------------------------------
Net income $ 3,125 $ 3,269 $ 1,891
- -----------------------------------------------------------------------------
Basic income per share $ 1.00 $ 1.05 $ .61
- -----------------------------------------------------------------------------
Fully-diluted income per share $ 1.00 $ 1.04 $ .60
- -----------------------------------------------------------------------------
</TABLE>
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
TECH/OPS SEVCON, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
For the Years ended September 30, 1999, 1998 and 1997 (in thousands of dol-
lars)
- -----------------------------------------------------------------------------
1999 1998 1997
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Net income $ 3,125 $ 3,269 $ 1,891
Foreign currency translation adjustment (300) 298 (54)
- -----------------------------------------------------------------------------
Comprehensive income $ 2,825 $ 3,567 $ 1,837
- -----------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
11
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
TECH/OPS SEVCON, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
For the Years ended September 30, 1997, 1998 and 1999 (in thousands of dol-
lars)
- -----------------------------------------------------------------------------
Premium
paid Cumulative Total
in on trans- stock-
Common Treasury common Retained lation holders'
stock stock stock earnings adjustment investment
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance September 30,
1996 $ 310 $(122) $3,716 $5,787 $(580) $9,111
Net income - - - 1,891 - 1,891
Dividends ($.60
per share) - - - (1,854) - (1,854)
Currency
translation
adjustment - - - - (54) (54)
Tax benefit
on exercise of
stock options - - 17 - - 17
Exercise of
stock options - 37 (3) (38) - (4)
- -----------------------------------------------------------------------------
Balance September 30,
1997 310 (85) 3,730 5,786 (634) 9,107
- -----------------------------------------------------------------------------
Net income - - - 3,269 - 3,269
Dividends ($.63
per share) - - - (1,954) - (1,954)
Currency
translation
adjustment - - - - 298 298
Tax benefit
on exercise of
stock options - - 87 - - 87
Exercise of
stock options 1 85 31 (131) - (14)
- -----------------------------------------------------------------------------
Balance September 30,
1998 311 - 3,848 6,970 (336) 10,793
- -----------------------------------------------------------------------------
12
Net income - - - 3,125 - 3,125
Dividends ($.72
per share) - - - (2,240) - (2,240)
Currency
translation
adjustment - - - - (300) (300)
Tax benefit
on exercise of
stock options - - 36 - - 36
Exercise of
stock options 1 - 40 (44) - (3)
- -----------------------------------------------------------------------------
Balance September 30,
1999 $ 312 $ - $3,924 $7,811 $(636) $11,411
- -----------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
13
CONSOLIDATED STATEMENTS OF CASH FLOWS
TECH/OPS SEVCON, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
For the Years ended September 30, 1999, 1998 and 1997 (in thousands of dol-
lars)
- -----------------------------------------------------------------------------
1999 1998 1997
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Net cash flow from operating activities:
Net income $ 3,125 $ 3,269 $ 1,891
Adjustments to reconcile net income to net cash
from operating activities:
Depreciation and amortization 505 530 354
Deferred tax provision (26) 8 (5)
Increase (decrease) in cash resulting from
changes in operating assets and liabilities:
Receivables 525 (454) (251)
Inventories (1,152) 66 502
Accounts payable 484 396 (51)
Accrued compensation and expenses (176) 432 406
Accrued and deferred taxes on income (531) 581 (302)
Other assets - 6 11
- -----------------------------------------------------------------------------
Net cash generated from operating activities 2,754 4,834 2,555
- -----------------------------------------------------------------------------
Cash flow used by investing activities:
Acquisition of property, plant and equipment (641) (993) (1,673)
Acquisition and disposal of short-term investments 549 (549) -
- -----------------------------------------------------------------------------
Net cash used by investing activities (92) (1,542) (1,673)
- -----------------------------------------------------------------------------
Cash flow used by financing activities:
Purchase of common stock (49) (106) (31)
Exercise of stock options 46 91 28
Proceeds of long-term debt - - 704
Repayments of long-term debt - (513) (201)
Dividends paid (2,238) (1,858) (1,854)
- -----------------------------------------------------------------------------
Net cash used by financing activities (2,241) (2,386) (1,354)
- -----------------------------------------------------------------------------
Effect of exchange rate changes on cash (185) 172 (53)
- -----------------------------------------------------------------------------
Net increase (decrease) in cash 236 1,078 (525)
Beginning balance - cash and cash equivalents 3,439 2,361 2,886
- -----------------------------------------------------------------------------
Ending balance - cash and cash equivalents $ 3,675 $ 3,439 $ 2,361
- -----------------------------------------------------------------------------
14
Supplemental disclosure of cash flow information:
Cash paid for income taxes $ 2,026 $ 1,281 $ 1,348
Cash paid for interest $ 6 $ 39 $ 44
- -----------------------------------------------------------------------------
Supplemental disclosure of non-cash financing activity:
Dividend declared $ 561 $ 559 $ 463
- -----------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
15
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, and Sevcon SA. All material intercompany transactions have been
eliminated.
The amount by which the cost of purchased businesses included in the accompa-
nying financial statements exceeded the fair value of net assets at the date
of acquisition has been charged to "cost of purchased businesses in excess of
net assets acquired". The Company assesses the carrying value of this asset
whenever events or changes in circumstances indicate that this value has di-
minished. The Company considers the future profitability of the business in
assessing the value of this asset. The excess related to acquisitions initi-
ated prior to November 1, 1970 ($1,435,000) is not being amortized, since in
the opinion of management there has been no diminution in the value of the
excess related to these acquisitions. The excess related to subsequent acqui-
sitions has been fully amortized.
B. Revenue recognition
The Company recognizes revenue upon shipment of its products. The Company's
only post shipment obligation relates to warranty in the normal course of
business for which adequate ongoing reserves are maintained.
C. Research and development
The cost of research and development programs is charged against income as
incurred and amounted to approximately $2,176,000 in 1999, $1,973,000 in 1998
and $1,798,000 in 1997. This expense is included in selling, research and ad-
ministrative expense in the income statement.
D. Depreciation and maintenance
Plant and equipment are depreciated on a straight-line basis over their esti-
mated useful lives, which are primarily fifty years for buildings and seven
years for equipment. Maintenance and repairs are charged to expense and re-
newals and betterments are capitalized.
E. Income taxes
Tech/Ops Sevcon files tax returns in the respective countries in which it op-
erates. The Company accounts for income taxes in accordance with Financial
Accounting Standards Board Statement #109 (SFAS #109). Under SFAS #109, the
financial statements reflect the current and deferred tax consequences of all
events recognized in the financial statements or tax returns.
F. Inventories
Inventories are priced at the lower of cost or market. Inventory costs in-
clude materials, direct labor and manufacturing overhead, are relieved from
inventory on a first-in, first-out basis and are comprised of:
16
<TABLE>
<CAPTION>
(in thousands of dollars)
- -----------------------------------------------------------------------------
1999 1998
- -----------------------------------------------------------------------------
<S> <C> <C>
Raw materials $ 2,080 $ 1,702
Work-in-process 1,112 713
Finished goods 1,020 645
- -----------------------------------------------------------------------------
$ 4,212 $ 3,060
- -----------------------------------------------------------------------------
</TABLE>
G. Translation of foreign currencies
Tech/Ops Sevcon translates the assets and liabilities of its foreign subsidi-
aries at the current rate of exchange, and income statement accounts at the
average exchange rates in effect during the period. Gains or losses from for-
eign currency translation are credited or charged to cumulative translation
adjustment included in the statement of comprehensive income and in stock-
holders' investment in the balance sheet. Foreign currency transaction gains
and losses are included in costs and expenses.
H. 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 maturi-
ties 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 de-
posit, US Treasury bills and short-term bank deposits in Europe.
I. Earnings per share
Basic and fully-diluted net income per common share for the three years ended
September 30, 1999 are calculated as follows:
<TABLE>
<CAPTION>
(in thousands except per share date)
- -----------------------------------------------------------------------------
1999 1998 1997
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
Net income $ 3,125 $ 3,269 $ 1,891
Weighted average shares outstanding 3,110 3,099 3,091
Basic income per share $ 1.00 $ 1.05 $ .61
- -----------------------------------------------------------------------------
Options outstanding - common stock equivalents 26 40 46
Average common and common equivalent shares
outstanding 3,136 3,139 3,137
Fully-diluted income per share $ 1.00 $ 1.04 $ .60
- -----------------------------------------------------------------------------
</TABLE>
17
J. Use of estimates in the preparation of financial statements
The presentation of financial statements in conformity with generally ac-
cepted accounting principles requires management to make estimates and as-
sumptions that affect the reported amounts of assets and liabilities and dis-
closures of contingent assets and liabilities as of the date of the financial
statements and the reported amounts of income and expenses during the report-
ing periods. Operating results in the future could vary from the amounts de-
rived from management's estimates and assumptions.
K. Fair value of financial instruments
The Company's financial instruments consist mainly of cash and cash equiva-
lents, short-term investments, accounts receivable and accounts payable. The
carrying amount of these financial instruments as of September 30, 1999, ap-
proximate fair value due to the short term nature of these instruments.
(2) CAPITAL STOCK
Tech/Ops Sevcon, Inc. has two classes of capital stock, preferred and common.
There are authorized 1,000,000 shares of preferred stock, $.10 par value and
8,000,000 shares of common stock, $.10 par value.
In connection with the exercise of employee stock options, the Company repur-
chased the following "mature" shares from employees 1997 - 2,300; 1998 -
7,511; 1999 - 3,992. The shares repurchased in 1999 were retired.
(3) STOCK-BASED COMPENSATION PLANS
There were 79,000 shares reserved under the Company's 1996 Equity Incentive
Plan at September 30, 1999. Options for 20,000 shares were granted in Novem-
ber 1998 at market price on the date of grant. Subsequently 10,000 of these
options were cancelled.
Recipients of grants or options must execute a standard form of non-
competition agreement. Options granted are exercisable at a price not less
than fair market value on the date of grant. This plan also provides for the
grant of Stock Appreciation Rights (SARs), either separately, or in relation
to options granted, and for the grant of bonus shares. No SARs or bonus
shares have been granted.
In January 1998 the stockholders approved the 1998 Directors Option Plan re-
serving 50,000 shares for issue under the plan. Options for a total of 30,000
shares were granted to 6 directors at market price on January 28, 1998, and
options for a further 5,000 shares were granted to one newly elected director
at market price on September 21, 1999.
SFAS #123 defines a fair value based method of accounting for employee stock
options or similar equity instruments and encourages all entities to adopt
that method of accounting. However, it also allows an entity to continue to
measure compensation costs using the method of accounting proscribed by APB
#25. The Company has elected to account for its stock based compensation
plans under APB #25, under which no compensation cost has been recognized.
Had compensation cost for these plans been determined consistent with SFAS
#123, the Company's net income and earnings per share would have equalled the
following pro forma amounts:
18
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
(in thousands of dollars except per share data)
1999 1998 1997
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Net income As reported $ 3,125 $ 3,269 $ 1,891
Pro forma 3,080 3,231 1,881
Basic net income per share As reported $ 1.00 $ 1.05 $ .61
Pro forma $ .99 $ 1.04 $ .61
Fully-diluted net income per share As reported $ 1.00 $ 1.05 $ .60
Pro forma $ .98 $ 1.03 $ .60
- -----------------------------------------------------------------------------
</TABLE>
The effects of applying SFAS #123 in this pro forma disclosure are not in-
dicative of future amounts. SFAS #123 does not apply to awards prior to fis-
cal 1996 and additional awards in future years are anticipated.
Option transactions under the plans for the three years ended September 30,
1999 were as follows:
<TABLE>
<CAPTION>
Weighted
Shares average
under exercise
option price
- -----------------------------------------------------------------------------
<S> <C> <C>
Outstanding at September 30, 1996 72,977 $ 4.57
Granted in 1997 20,000 14.31
Exercised in 1997 (6,000) 4.63
- -----------------------------------------------------------------------------
Outstanding at September 30, 1997 86,977 6.81
Granted in 1998 50,000 14.61
Exercised in 1998 (22,152) 4.11
- -----------------------------------------------------------------------------
Outstanding at September 30, 1998 114,825 10.73
Granted in 1999 25,000 13.28
Cancelled in 1999 (10,000) 13.97
Exercised in 1999 (10,825) 4.24
- -----------------------------------------------------------------------------
Outstanding at September 30, 1999 119,000 $11.61
Exercisable at September 30, 1999 43,000 $ 6.96
- -----------------------------------------------------------------------------
Weighted average fair value of options granted in 1999 $ 4.90
- -----------------------------------------------------------------------------
</TABLE>
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted average
assumptions used for the three grants in 1999: risk-free interest rate of 6%;
expected dividend yield of 4.2%; expected life of 7 years; expected volatil-
ity of 50%. For options outstanding at September 30, 1999 the exercise prices
were between $4.97 and $15.19 with a weighted average remaining contractual
life of 6.6 years.
19
(4) INCOME TAXES
The domestic and foreign components of income before income taxes are as fol-
lows:
<TABLE>
<CAPTION>
(in thousands of dollars)
- -----------------------------------------------------------------------------
1999 1998 1997
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Domestic $ 839 $1,271 $ 493
Foreign 3,864 3,814 2,475
- -----------------------------------------------------------------------------
$4,703 $5,085 $2,968
- -----------------------------------------------------------------------------
</TABLE>
The components of the provision for income taxes for the years ended Septem-
ber 30, 1999, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
(in thousands of dollars)
- -----------------------------------------------------------------------------
1999
- -----------------------------------------------------------------------------
Current Deferred Total
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Federal $ 299 $ 11 $ 310
State 91 3 94
Foreign 1,169 5 1,174
- -----------------------------------------------------------------------------
$ 1,559 $ 19 $ 1,578
- -----------------------------------------------------------------------------
1998
- -----------------------------------------------------------------------------
Current Deferred Total
- -----------------------------------------------------------------------------
Federal $ 430 $ 7 $ 437
State 142 2 144
Foreign 1,215 20 1,235
- -----------------------------------------------------------------------------
$ 1,787 $ 29 $ 1,816
- -----------------------------------------------------------------------------
1997
- -----------------------------------------------------------------------------
Current Deferred Total
- -----------------------------------------------------------------------------
Federal $ 195 $ (18) $ 177
State 87 (6) 81
Foreign 837 (18) 819
- -----------------------------------------------------------------------------
$ 1,119 $ (42) $ 1,077
- -----------------------------------------------------------------------------
</TABLE>
20
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 in-
come before income taxes. The following is a summary of the major items af-
fecting the provision:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
(in thousands of dollars)
- -----------------------------------------------------------------------------
1999 1998 1997
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Statutory Federal income tax rate rate 34% 34% 34%
Computed tax provision at statutory rate $1,599 $1,729 $1,009
Increases (decreases) resulting from:
Foreign tax rate differentials (60) (35) 4
State taxes net of federal tax benefit 62 95 53
Foreign tax credits and other (23) 27 11
- -----------------------------------------------------------------------------
Income tax provision in the Statement of Income $1,578 $1,816 $1,077
- -----------------------------------------------------------------------------
</TABLE>
Deferred income taxes result from temporary differences in reporting transac-
tions for financial reporting and tax purposes. The significant items com-
prising the domestic and foreign deferred tax accounts at September 30, 1999
and 1998 are as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
(in thousands of dollars)
- -----------------------------------------------------------------------------
1999
- -----------------------------------------------------------------------------
Domestic Foreign Foreign
current current long-term
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Assets:
Pension accruals $ 247 $ - $ -
Inventory basis differences 35 41 -
Warranty reserves 50 - -
Other (net) 90 21 -
- -----------------------------------------------------------------------------
422 62 -
Liabilities:
Prepaid pension - (62) -
Property basis differences - - (138)
- -----------------------------------------------------------------------------
Net asset (liability) 422 - (138)
Valuation allowance (292) - -
- -----------------------------------------------------------------------------
Net deferred tax asset (liability) $ 130 $ - $ (138)
- -----------------------------------------------------------------------------
21
1998
- -----------------------------------------------------------------------------
Domestic Foreign Foreign
current current long-term
- -----------------------------------------------------------------------------
Assets:
Pension accruals $ 240 $ - $ -
Inventory basis differences 32 29 -
Warranty reserves 45 - -
Foreign tax credit carry forwards 110 - -
Other (net) 105 45 -
- -----------------------------------------------------------------------------
532 74 -
Liabilities:
Prepaid pension - (65) -
Property basis differences - - (164)
- -----------------------------------------------------------------------------
Net asset (liability) 532 9 (164)
Valuation allowance (402) - -
- -----------------------------------------------------------------------------
Net deferred tax asset (liability) $ 130 $ 9 $ (164)
- -----------------------------------------------------------------------------
</TABLE>
The valuation allowance is provided when it is probable that some portion of
the deferred tax asset will not be realized.
(5) COMMITMENTS AND CONTINGENCIES
Tech/Ops Sevcon is involved in various legal proceedings but believes that it
is remote that the outcome will be material to operations.
Tech/Ops Sevcon has entered into a consulting agreement, which expires on De-
cember 31, 1999, with a company owned by two of its directors. Under the
terms of the agreement, the annual cost of these services will not exceed
$100,000. This cost covers the provision of the corporate office of the Com-
pany, administrative support services and a payment of $30,000 per year to
Mr. Rosenberg for his services as the Company's Treasurer.
In connection with the transfer in 1988 of the electronic controls business
from Tech/Ops, Inc. (Tech/Ops), the former parent company, Tech/Ops Sevcon
entered into a Liability Assumption and Sharing Agreement with Tech/Ops and
another former subsidiary of Tech/Ops. Liabilities incurred and expensed in
connection with this agreement have not been significant.
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 maximum liability based on the cost of buying deferred annuities
at September 30, 1999 was $241,000.
22
Minimum rental commitments under all non-cancelable leases are as follows for
the years ended September 30; 2000 - $193,000; 2001 - $30,000; 2002 -
$21,000; 2003 - $21,000; 2004 - $21,000 and $1,312,000 thereafter. Net rent-
als of certain land, buildings and equipment charged to expense were $201,000
in 1999, $177,000 in 1998, and $175,000 in 1997.
(6) EMPLOYEE BENEFIT PLANS
Tech/Ops Sevcon has defined benefit plans covering the majority of its US and
UK employees. There is also a small defined contribution plan. The following
table sets forth the estimated funded status of these defined benefit plans
and the amounts recognized by Tech/Ops Sevcon.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
(in thousands of dollars)
- -----------------------------------------------------------------------------
1999 1998
- -----------------------------------------------------------------------------
<S> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of year $ 7,665 $ 6,554
Service cost 511 441
Interest cost 521 453
Plan Participants Contributions 184 150
Actuarial (gain) loss (136) 325
Benefits paid (1,059) (562)
Foreign Currency Exchange Rate Changes (201) 304
- -----------------------------------------------------------------------------
Benefit obligation at end of year 7,485 7,665
- -----------------------------------------------------------------------------
Change in plan assets:
Fair value of plan assets at beginning of year 7,572 7,011
Actual return on plan assets 1,182 535
Employer Contributions 184 123
Plan Participants Contributions 184 150
Benefits paid (1,059) (562)
Foreign Currency Exchange Rate Changes (196) 315
- -----------------------------------------------------------------------------
Fair value of plan assets at end of year 7,867 7,572
- -----------------------------------------------------------------------------
Funded status 382 (92)
Unrecognized transition obligation (asset) (158) (214)
Unrecognized net actuarial (gain) loss (620) 149
- -----------------------------------------------------------------------------
Accrued benefit cost $ (396) $ (157)
- -----------------------------------------------------------------------------
</TABLE>
23
The Tech/Ops Sevcon net pension cost included the following components as de-
fined by SFAS #132.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
(in thousands of dollars)
- -----------------------------------------------------------------------------
1999 1998 1997
<S> <C> <C> <C>
Components of net periodic benefit cost:
Service cost $ 511 $ 438 $ 306
Interest cost 521 450 465
Expected return on plan assets (555) (516) (626)
Amortization of transition obligation (49) (50) 72
Recognized net actuarial loss (12) (6) -
- -----------------------------------------------------------------------------
Net periodic benefit cost $ 416 $ 316 $ 217
- -----------------------------------------------------------------------------
Net cost of defined contribution plans $ 26 $ 17 $ 17
- -----------------------------------------------------------------------------
</TABLE>
Plan assets include marketable equity securities, corporate and government
debt securities, deferred annuities, cash and other short-term investments.
The average discount rate and rate of increase in future compensation levels
used in determining the actuarial present value of the projected benefit ob-
ligation were 7.5% and 5.5%, respectively, and the expected long-term rate of
return on assets was 8.0% in 1999, 1998 and 1997.
(7) SEGMENT INFORMATION
The Company has two reportable segments: electronic controls and capacitors.
The electronic controls segment produces control systems for battery powered
vehicles. The capacitor segment produces electronic components for sale to
electronic equipment manufacturers. Each segment has its own management team,
manufacturing facilities and sales force.
The accounting policies of the segments are the same as those described in
note 1. Inter-segment sales are accounted for at current market prices. The
Company evaluates the performance of each segment principally based on oper-
ating income. The Company does not allocate income taxes, interest income and
expense or foreign currency translation gains and losses to segments. Infor-
mation concerning operations of these businesses is as follows:
24
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
(in thousands of dollars)
- -----------------------------------------------------------------------------
1999
- -----------------------------------------------------------------------------
Controls Capacitors Corporate Total
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales to external customers $27,884 $ 1,770 - $29,654
Inter-segment revenues - 174 - 174
Operating income 4,564 278 (202) 4,640
Depreciation and amortization 418 87 - 505
Identifiable assets 15,258 1,334 1,527 18,119
Capital expenditure 607 34 - 641
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
1998
- -----------------------------------------------------------------------------
Controls Capacitors Corporate Total
- -----------------------------------------------------------------------------
Sales to external customers $29,277 $ 2,242 $ - $31,519
Inter-segment revenues - 183 - 183
Operating income 4,678 537 (282) 5,002
Depreciation and amortization 490 40 - 530
Identifiable assets 14,351 1,523 1,910 17,784
Capital expenditure 922 71 - 993
- -----------------------------------------------------------------------------
1997
- -----------------------------------------------------------------------------
Controls Capacitors Corporate Total
- -----------------------------------------------------------------------------
Sales to external customers $24,930 $ 2,379 $ - $27,309
Inter-segment revenues - 246 - 246
Operating income 2,746 600 (380) 2,966
Depreciation and amortization 309 45 - 354
Identifiable assets 13,173 1,417 595 15,185
Capital expenditure 1,659 14 - 1,673
- -----------------------------------------------------------------------------
</TABLE>
The Company has businesses located in the USA, the United Kingdom and France.
The analysis of revenues set out below is by the location of the business
selling the products rather than by destination of the products.
25
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
(in thousands of dollars)
- -----------------------------------------------------------------------------
1999 1998 1997
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Sales:
US sales $10,940 $11,321 $10,012
Foreign sales:
United Kingdom 13,363 15,374 13,534
France 5,351 4,824 3,763
- -----------------------------------------------------------------------------
Total Foreign 18,714 20,198 17,297
- -----------------------------------------------------------------------------
Total sales $29,654 $31,519 $27,309
- -----------------------------------------------------------------------------
Long-lived assets:
USA $ 1,621 $ 1,571 $ 1,536
United Kingdom 2,991 3,039 2,465
France 54 35 54
- -----------------------------------------------------------------------------
Total $ 4,666 $ 4,645 $ 4,055
- -----------------------------------------------------------------------------
</TABLE>
The business located in the USA services customers in North and South Amer-
ica. The business located in France services customers in France, Spain, Por-
tugal, Belgium and North Africa. The businesses located in the United Kingdom
service customers in the rest of the world, principally Europe and the Far
East.
Tech/Ops Sevcon's largest customer accounted for 8.9% of sales in 1999, 9.9%
in 1998 and 9.4% in 1997.
26
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Tech/Ops Sevcon, Inc.:
We have audited the accompanying consolidated balance sheets of Tech/Ops
Sevcon, Inc. (a Delaware Corporation) as of September 30, 1999 and 1998, and
the related consolidated statements of income, comprehensive income, stock-
holder's investment, and cash flows for each of the three years in the period
ended September 30, 1999. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based upon our audits.
We conducted our audits in accordance with generally accepted auditing stan-
dards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of mate-
rial misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant esti-
mates made by management, as well as evaluating the overall financial state-
ment presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tech/Ops Sevcon, Inc. as of
September 30, 1999 and 1998, and the results of its operations and cash flows
for each of the three years in the period ended September 30, 1999 in confor-
mity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic finan-
cial statements taken as a whole. The schedule listed in the index of finan-
cial statements is presented for purposes of complying with the Securities
and Exchange Commission's rules and is not part of the basic financial state-
ments. This schedule has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, fairly
states, in all material respects, the financial data required to be set forth
therein in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
November 1, 1999
27
Item 9 Changes in and Disagreements with Accountants on Accounting and Finan-
cial Disclosure
None.
Part III
Item 10 Directors and Executive Officers of the Registrant
The response to this item is contained in part under the caption "Executive
Officers of the Registrant" in Part I hereof and the remainder is incorpo-
rated by reference from the discussion responsive thereto under the caption
"Election of Directors" in the Company's Proxy Statement for the 2000 An-
nual Meeting of Stockholders.
Item 11 Executive Compensation
This information is incorporated by reference from the information under the
captions "Election of Directors - Director Compensation," "Executive Com-
pensation," "Compensation Committee Report" and "Performance Graph" in
the Company's Proxy Statement for the 2000 Annual Meeting of Stockholders.
Item 12 Security Ownership of Certain Beneficial Owners and Management
This information is incorporated by reference from the information under the
captions "Beneficial Ownership of Common Stock" and "Election of Direc-
tors" in the Company's Proxy Statement for the 2000 Annual Meeting of Stock-
holders.
Item 13 Certain Relationships and Related Transactions
This information is incorporated by reference from the information under the
caption "Election of Directors" in the Company's Proxy Statement relating
to the 2000 Annual Meeting of Stockholders.
Part IV
Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Exhibits
The exhibits filed as part of this Form 10-K are listed on the Exhibit Index
below.
(b) Financial statements and schedule
The financial statements and financial statement schedule listed under Item 8
in the index following the cover page are filed as part of this Annual Report
on Form 10-K.
(c) Form 8-K
None filed during the quarter ended September 30, 1999.
28
INDEX TO EXHIBITS
*(3)(a) Certificate of Incorporation of the registrant (incorporated by ref-
erence to Exhibit (3)(a) to Annual Report for the fiscal year ended
September 30, 1994).
*(3)(b) By-laws of the registrant (incorporated by reference to Exhibit
(3)(b) to Annual Report for the fiscal year ended September 30, 1994).
*(4)(a) Specimen common stock of registrant (incorporated by reference to
Exhibit (4)(a) to Annual Report for the fiscal year ended September
30, 1994).
*(10)(a) Tech/Ops Sevcon, Inc. 1996 Equity Incentive Plan (incorporated by
reference to Exhibit 99.1 to the Registrant's Registration Statement
on form S-8 File No. 333-02113).
*(10)(b) Corporate Services Agreement dated September 22, 1994 between
Tech/Ops Corporation and the registrant (incorporated by reference
to Exhibit (10)(c) to Annual Report for the fiscal year ended
September 30, 1994).
*(10)(c) Liability Assumption and Sharing Agreement dated January 4, 1988
among Tech/Ops, Inc., Tech/Ops Landauer, Inc., and the registrant
(incorporated by reference to Exhibit (10)(d) to Annual Report for
the fiscal year ended September 30, 1994).
*(10)(d) 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)(e) Board resolution terminating Directors' Retirement Plan (incorpo-
rated by reference to Exhibit (10)(e) to Annual Report for the
fiscal year ended September 30, 1997).
*(10)(f) 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).
(13)(a) Portions of the 1999 Tech/Ops Sevcon, Inc. Annual Report relating to
market prices of, and dividends paid on, registrant's common stock
incorporated by reference into Part 2 of this Form 10-K.
(13)(b) Portions of the 1999 Tech/Ops Sevcon, Inc. Annual Report relating to
selected financial data incorporated by reference into Part 2 of
this Form 10-K.
(21) Subsidiaries of the registrant.
29
(23) Consent of Arthur Andersen LLP.
(27) Financial Data Schedule.
*Indicates exhibit previously filed and incorporated by reference. Exhibits
filed with periodic reports were filed under File No. 1-9789.
Executive Compensation Plans and Arrangements:
Exhibits (10)(a), (10)(b), (10)(d), (10)(e) and (10)(f) are management con-
tracts or compensatory plans or arrangements in which the executive officers
or directors of the registrant participate.
30
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Ex-
change 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 10, 1999
Matthew Boyle
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this re-
port has been signed below by the following persons on behalf of the regis-
trant and in the capacities and on the dates indicated:
Signature Title Date
/s/ Matthew Boyle President, Chief Executive December 10, 1999
- ----------------- Officer and Director
Matthew Boyle (Principal Executive Officer)
/s/ Paul A. McPartlin Vice President and Chief December 10, 1999
- --------------------- Financial Officer
Paul A. McPartlin (Principal Financial and
Accounting Officer)
/s/ Gideon Argov Director December 10, 1999
- ----------------
Gideon Argov
/s/ Paul B. Rosenberg Director December 10, 1999
- ---------------------
Paul B. Rosenberg
/s/ Herbert Roth, Jr. Director December 10, 1999
- --------------------
Herbert Roth, Jr.
/s/ Marvin G. Schorr Director December 10, 1999
- --------------------
Marvin G. Schorr
/s/ Bernard F. Start Director December 10, 1999
- --------------------
Bernard F. Start
/s/ David Steadman Director December 10, 1999
- ------------------
David Steadman
/s/ C. Vincent Vappi Director December 10, 1999
- --------------------
C. Vincent Vappi
31
QUARTERLY FINANCIAL DATA (UNAUDITED)
TECH/OPS SEVCON, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
Selected quarterly financial data for fiscal years 1999 and 1998 is set out
below:
(in thousands except per share data)
- -----------------------------------------------------------------------------
First Second Third Fourth Total
Quarter Quarter Quarter Quarter Year
- -----------------------------------------------------------------------------
1999 Quarters
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net sales $ 8,004 $ 8,005 $ 7,802 $ 5,843 $29,654
Gross profit 3,264 3,352 3,234 2,303 12,153
Operating income 1,375 1,466 1,197 602 4,640
Net income 930 959 774 462 3,125
- -----------------------------------------------------------------------------
Basic income per share $ .30 $ .31 $ .25 $ .15 $ 1.00
- -----------------------------------------------------------------------------
Fully-diluted income per share $ .30 $ .31 $ .25 $ .15 $ 1.00
- -----------------------------------------------------------------------------
Cash dividends per share $ .18 $ .18 $ .18 $ .18 $ .72
- -----------------------------------------------------------------------------
Common stock price per share
- High $ 14.75 $ 18.50 $ 15.25 $ 14.50 $ 18.50
- Low 12.25 13.13 11.19 9.88 9.88
- -----------------------------------------------------------------------------
1998 Quarters
- -----------------------------------------------------------------------------
Net sales $ 7,049 $ 8,625 $ 8,472 $ 7,373 $31,519
Gross profit 2,787 3,376 3,321 2,816 12,300
Operating income 959 1,460 1,519 1,064 5,002
Net income 605 930 1,002 732 3,269
- -----------------------------------------------------------------------------
Basic income per share $ .20 $ .30 $ .32 $ .24 $ 1.05
- -----------------------------------------------------------------------------
Fully-diluted income per share $ .19 $ .30 $ .32 $ .23 $ 1.04
- -----------------------------------------------------------------------------
Cash dividends per share $ .15 $ .15 $ .15 $ .18 $ .63
- -----------------------------------------------------------------------------
Common stock price per share
- High $ 14.50 $ 15.63 $ 17.75 $ 16.19 $ 17.75
- Low 11.50 12.75 14.75 10.81 10.81
- -----------------------------------------------------------------------------
</TABLE>
32
SCHEDULE II
TECH/OPS SEVCON, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
Reserves for the three years ended September 30, 1999
(in thousands of dollars)
- -----------------------------------------------------------------------------
Additions
Balance charged to Deductions Balance
at beginning costs from at close
of year & expenses reserves of year
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
For the year ended September 30, 1999:
Allowance for doubtful accounts $ 197 $ - $ (23)(a) $ 174
- -----------------------------------------------------------------------------
For the year ended September 30, 1998:
Allowance for doubtful accounts $ 158 $ 43 $ (4)(b) $ 197
- -----------------------------------------------------------------------------
For the year ended September 30, 1997:
Allowance for doubtful accounts $ 150 $ 32 $ (24)(c) $ 158
- -----------------------------------------------------------------------------
</TABLE>
(a) Write off of uncollectible accounts $2; accounts collected $16; transla-
tion adjustment $5
(b) Write off of uncollectible accounts $4
(c) Write off of uncollectible accounts $24
33
Exhibit 13 (a)
TECH/OP SEVCON, INC.
Summary of the Market Prices of, and Dividends Paid on,
the Company's Common Stock
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 in the
table below. At November 25, 1999, there were approximately 370
shareholders of record, plus approximately 1,000 additional share-
holders whose securities are held in "street" name.
<TABLE>
<CAPTION>
First Second Third Fourth Total
Quarter Quarter Quarter Quarter Year
<S> <C> <C> <C> <C> <C>
Fiscal 1999
High $14.75 $18.50 $15.25 $14.50 $18.50
Low $12.25 $13.13 $11.19 $ 9.88 $ 9.88
Dividend $ .18 $ .18 $ .18 $ .18 $ .72
First Second Third Fourth Total
Quarter Quarter Quarter Quarter Year
Fiscal 1998
High $14.50 $15.63 $17.75 $16.19 $17.75
Low $11.50 $12.75 $14.75 $10.81 $10.81
Dividend $ .15 $ .15 $ .15 $ .18 $ .63
</TABLE
34
Exhibit 13 (b)
TECH/OP SEVCON, INC.
Selected Financial Data
A summary of selected financial data for the last five years is
shown in the table below:
</TABLE>
<TABLE>
<CAPTION>
For the five years ended September 30: (in 000's except per share
data)
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net sales $29,654 $31,519 $27,309 $27,197 $22,431
Operating income 4,640 5,002 2,966 4,570 3,695
Net income 3,125 3,269 1,891 3,036 2,580
Basic income per share(a) $ 1.00 $ 1.05 $ .61 $ .97 $ .81
Cash dividends per share(a) $ .72 $ .63 $ .60 $ .525 $ .425
Average shares issued(a) 3,110 3,099 3,091 3,145 3,171
Stockholders' investment $11,411 $10,793 $ 9,107 $ 9,111 $ 8,125
Return on stockholders'investment 29.0% 35.9% 20.8% 37.4% 39.7%
Total assets $18,119 $17,784 $15,185 $14,645 $12,981
Long-term debt $ - $ - $ 278 $ - $ -
</TABLE
(a) Restated to reflect a two-for-one stock split effective August
28, 1995.
35
Exhibit 21
TECH/OP SEVCON, INC.
Subsidiaries of the Registrant
Percentage of voting
State or other securities owned by its
jurisdiction of immediate parent at
Name organization September 30, 1999
==== ============ ==================
Sevcon, Inc. Delaware 100 %
Sevcon Ltd. United Kingdom 100 %
Tech/Ops Sevcon Ltd. United Kingdom 100 % (A)
Industrial Capacitors
(Wrexham) Ltd. United Kingdom 100 % (A)
ICW Capacitors Ltd. United Kingdom 100 % (B)
Sevcon S. A. France 100 %
(A) Owned by Sevcon Ltd.
(B) Owned by Industrial Capacitors (Wrexham) Ltd.
36
Exhibit 23
TECH/OP SEVCON, INC.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 10-K, into the
Company's previously filed Registration Statements on Form S-8
(File No. 33-42960 and No. 333-02113).
/s/ Arthur Andersen LLP
-------------------
ARTHUR ANDERSEN LLP
Boston, Massachusetts
December 29, 1999
37
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> SEP-30-1999
<CASH> 3,675
<SECURITIES> 0
<RECEIVABLES> 5,740
<ALLOWANCES> (174)
<INVENTORY> 4,212
<CURRENT-ASSETS> 13,453
<PP&E> 7,282
<DEPRECIATION> (4,051)
<TOTAL-ASSETS> 18,119
<CURRENT-LIABILITIES> 6,570
<BONDS> 0
0
0
<COMMON> 312
<OTHER-SE> 11,099
<TOTAL-LIABILITY-AND-EQUITY> 18,119
<SALES> 29,654
<TOTAL-REVENUES> 29,654
<CGS> 17,501
<TOTAL-COSTS> 25,014
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (6)
<INCOME-PRETAX> 4,703
<INCOME-TAX> (1,578)
<INCOME-CONTINUING> 3,125
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,125
<EPS-BASIC> 1.00
<EPS-DILUTED> 1.00
</TABLE>
