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 controller 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 equipment. Through another subsidiary located in the United Kingdom, Tech/Ops Sevcon manufactures special metalized film capacitors for electronics applications.
Marketing and sales
Sales are made primarily through a small full-time marketing staff. Sales in the United States were $11,425,000, $8,685,000 and $6,116,000, in 1996, 1995 and 1994, respectively, which accounted for approximately 42%, 39%, and 39%, respectively, of total sales. Approximately 48% of controller sales are made to ten manufacturers of such equipment in the United States, Europe and the Far East.
Patents
The Company believes that its business is not dependent on patent protection. Rather, it is primarily dependent upon the Company's technical competence, the quality of its products, and its prompt and responsive service performance. However, the rights to inventions of employees working for Tech/Ops Sevcon are assigned to the Company.
Backlog
Tech/Ops Sevcon's backlog at September 30, 1996 was $4,045,000 compared to $3,391,000 in September 1995, and $2,429,000 in September 1994. Backlog increased by $654,000, or 19%, during fiscal 1996. The increase in backlog was mainly due to higher current business levels.
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. 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. Overseas, Tech/Ops Sevcon has several international competitors, including General Electric Company, 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 controllers, although their product is
generally for internal use only. 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 $1,579,000 in 1996 compared to $1,381,000 in 1995 and $1,096,000 in 1994. Expenditure increased by 14% in 1996 and 26% in 1995.
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, 1996, the Company employed 263 full-time employees, of whom 33 were in the United States, 222 were in the United Kingdom, 6 were in France, and two were in the Far East. Tech/Ops Sevcon believes its relations with its employees are good.
ITEM 2.
ITEM 2. PROPERTIES
A subsidiary of the Company leases approximately 12,000 square feet in Burlington, Massachusetts, under a lease expiring in 1998, with two five- year options thereafter. The building is used for the manufacture of electronic controllers, together with sales and service offices. The United Kingdom electronic controller business of Tech/Ops Sevcon is carried on in a building owned by it located in Gateshead, England, containing 40,000 square feet of space. The land on which this building stands is held on a lease expiring in 2068. In October 1996, a 125 year lease was acquired for a newly constructed 20,000 square foot building in Gateshead, England, adjacent to the existing building. 5,000 square feet of space is also rented near Paris, France under a lease expiring in 1997. 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 operations.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in various legal proceedings, but believes that these matters will be resolved without a material effect on its financial position.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
Name of Officer Age Position - --------------------------------------------------------------------------- Bernard F. Start 58 President and Chief Executive Officer Matthew Boyle 34 Vice President and Chief Operating Officer Paul A. McPartlin 51 Vice President & Chief Financial Officer Paul B. Rosenberg 64 Treasurer - ---------------------------------------------------------------------------
All officers have served in their present positions for more than five years, except for Mr. Boyle who was appointed Vice President and Chief Operating Officer on November 5, 1996. Mr. Start was Managing Director of the electronic controller business of the Company's predecessor, Tech/Ops, Inc., since 1977 before becoming President of the Company. From 1994 until he joined the Company in November 1996, Mr. Boyle was the General Manager of the Regulateurs Europa business of GEC Alsthom in Colchester, England. Prior to that, Mr. Boyle was General Manager of the Scottish Strategic Business Unit of Honeywell Control Systems, Ltd.
Mr. McPartlin has been the Financial Director of the Company's UK operations for more than five years. Mr. Rosenberg is President and CEO of Tech/Ops Corporation, and was Vice President - Finance and Administration and Treasurer of Tech/Ops, Inc. for more than five years.
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.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The Common Stock of the Company is traded on the American Stock Exchange under the symbol TO. A summary of the market prices of, and dividends paid on, the Company's common stock is shown in the table below. All prices have been restated to reflect a two-for-one stock split effective August 28, 1995. At November 20, 1996, there were approximately 600 shareholders of record.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
(a) Restated to reflect two for one stock split effective August 28, 1995.
(b) In September 1996, the Company increased its regular quarterly dividend from $.125 per share to $.15 per share. In September 1995, the Company increased its regular quarterly dividend from $.10 per share to $.125 per share. In September 1994, the dividend was raised, on a restated basis, from $.0625 per share to $.10 per share.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
A) Results of Operations
1996 compared to 1995
Sales increased by $4,766,000, or 21%, to $27,197,000. This sales increase arose from improved market conditions, particularly in the USA, the expansion of sales to the aerial lift industry and new business gains. Sales in the USA increased by $2,740,000, or 32%. In other markets, mainly Europe and the Far East, which accounted for 58% of sales, there was a 15% sales increase. Currency fluctuations did not have a significant impact on sales in 1996. The effect of price increases on fiscal 1996 sales was approximately 5%.
Gross profit was 40.3% of sales in 1996 compared to 41.5% in 1995. The decrease in gross profit was due to start-up costs of new products, increased material costs and higher warranty costs. Gross profit was $1,633,000 higher than last year. Selling, general and administrative expenses increased by $758,000, or 13%, in 1996, mainly due to higher
volumes. Operating income increased by $875,000, or 24%, to $4,570,000. This increase was due to higher sales.
In fiscal 1996, income before income taxes was 21% ahead of the previous year at $4,570,000. Income taxes were 34% of pre-tax income compared to 31% last year. The higher average tax rate was due to lower tax credits in 1996 and because a higher proportion of the Company's profits that were earned in the USA where average tax rates are higher. Net income increased by $456,000, or 18%. Income per share was $.97 compared to $.81 last year, an increase of 20%. Average shares outstanding decreased by 1% mainly as a result of stock repurchases, partially offset by the exercise of employee stock options.
1995 compared to 1994
Sales increased by $6,596,000, or 42%, to $22,431,000. This sales increase arose from improved worldwide market conditions, the expansion of sales to the aerial lift industry and new business gains. Sales in the USA increased by $2,529,000, or 42%. In other markets, mainly Europe and the Far East, which accounted for 61% of sales, there was a 41% sales increase. Currency fluctuations did not have a significant impact on sales in 1995. The effect of price increases on fiscal 1995 sales was less than 2%. However, increased material costs late in the fiscal year resulted in the Company increasing its selling prices, applicable mainly to fiscal year 1996.
Gross profit was 42% of sales in both 1995 and 1994. As a result of increased volumes, gross profit was $2,616,000 higher than last year. Selling, general and administrative expenses increased by $906,000, or 19%, in 1995. Within this, spending on research and development increased by 26% to $1,381,000. Operating income increased by $1,710,000, or 86%, to $3,695,000. This increase was due to both higher sales and control of operating expense levels.
Income before income taxes in 1995 was $3,764,000, an increase of 86%. Income taxes were 31% of pre-tax income compared to 33% last year. The decrease in the average tax rate was mainly because a greater proportion of the Company's profits were earned in foreign countries which have lower tax rates than the USA. Net income increased by $1,230,000, or 91%, to $2,580,000. Income per share was $.81 compared to $.44 last year, an increase of 84%. Average shares outstanding increased by 2% mainly as a result of stock options.
B) Liquidity and capital resources
Cash balances increased by $194,000 during 1996 to $2,886,000. Dividends paid during fiscal 1996 amounted to $1,534,000. Stock repurchases and option activity resulted in a net cash outflow of $684,000. Operating activities generated $2,172,000, and $229,000 was spent on capital equipment. The increase in receivables reflected business levels in the fourth quarter. Inventories increased by $665,000, or 22%, mainly due to higher volumes.
The Company purchased in October 1996 a new manufacturing building in the UK at a cost of $1,172,000. In connection with this, the Company has arranged a 3 year term loan of $688,000. The Company has, since January 1990, maintained a program of regular cash dividends. The regular quarterly cash dividend, which currently amounts to $463,000 per quarter, was increased in September 1996 by 20% to $.15 per share. Tech/Ops Sevcon's resources, in the opinion of management, are adequate for projected operations and capital spending programs, as well as continuation of the cash dividend.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED BALANCE SHEETS TECH/OPS SEVCON, INC. AND SUBSIDIARIES
STOCKHOLDERS' INVESTMENT
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF INCOME TECH/OPS SEVCON, INC. AND SUBSIDIARIES
(a) Restated to reflect two-for-one stock split effective August 28, 1995.
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT TECH/OPS SEVCON, INC. AND SUBSIDIARIES
(a) Restated to reflect two-for-one stock split effective August 28,1995 and change in par value effective January 27,1993.
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS TECH/OPS SEVCON, INC. AND SUBSIDIARIES
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, and Sevcon SA. All material intercompany transactions have been eliminated.
The amount by which the cost of purchased businesses included in the accompanying financial statements exceeded the fair value of net assets at the date of acquisition has been charged to "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 diminished. The Company considers the future profitability of the business in assessing the value of this asset. The excess related to acquisitions initiated prior to November 1, 1970 ($1,435,000) is not being amortized, since in the opinion of management there has been no diminution in the value of the excess related to these acquisitions. The excess related to subsequent acquisitions has been fully amortized.
During 1995,, the Financial Accounting Standards Board issued SFAS #123 which 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 APB #25. The Company has elected to account for its stock-based compensation plans under APB #25.
B. Research and development
The cost of research and development programs is charged against income as incurred and amounted to approximately $1,579,000 in 1996, $1,381,000 in 1995, and $1,096,000 in 1994.
C. Depreciation and maintenance
Plant and equipment are depreciated on a straight-line basis over their estimated useful lives, which are primarily fifty years for buildings and seven years for equipment. Maintenance and repairs are charged to expense and renewals and betterments are capitalized.
D. Inventories
Inventories are priced at the lower of cost or market. Inventory costs include materials, direct labor and manufacturing overhead, are relieved from inventory on a first-in, first-out basis and comprised of:
E. Income taxes
Tech/Ops Sevcon files tax returns in the respective countries in which it operates. The Company accounts for income taxes in accordance with Financial Accounting Standards Board Statement #109 (FAS 109). Under FAS 109, the financial statements reflect the current and deferred tax consequences of all events recognized in the financial statements or tax returns.
F. 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 stockholders' investment in the balance sheet. Foreign currency transaction gains and losses are included in costs and expenses.
G. Cash equivalents
The Company considers all highly liquid investments with a maturity of 90 days or less to be cash equivalents. Such investments are generally money market funds, bank certificates of deposit, US Treasury bills and short-term bank deposits in Europe.
H. Use of estimates in preparation of financial statements.
The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting periods. Operating results in the future could vary from the amounts derived from management's estimates and assumptions.
I. Fair value of financial instruments
The Company's financial instruments consist mainly of cash and cash equivalents, accounts receivable and accounts payable. The carrying amount of these financial instruments as of September 30, 1996, approximate fair value due to the short term nature of these instruments.
(2) CAPITAL STOCK
All references to shares of common stock have been restated to reflect a two-for-one stock split, in the form of a stock dividend, effective August 28, 1995 and the change in par value effective January 27, 1993.
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. In January 1996, the number of authorized shares of common stock, $.10 par value, was increased from 4,000,000 to 8,000,000.
In the year ended September 30, 1996, the Company purchased 52,500 shares for treasury stock at a total cost of $529,000. No such shares were purchased in 1995 or 1994.
In January 1996, stockholders approved the Company's 1996 Equity Incentive Plan which superseded the Company's 1987 Key Employee Stock Bonus & Option Plan. There were 29,000 shares remaining available for award under the Company's 1987 plan and an additional 100,000 shares were approved by the stockholders, making a total number of shares available for award under the 1996 plan of 129,000. No awards have yet been made under the 1996 plan. 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, either separately, or in relation to options granted, and for the grant of bonus shares. No stock appreciation rights or bonus shares have been granted. Option transactions under the plan for the three years ended September 30, 1996 were as follows:
In connection with the exercise of employee stock options, the Company repurchased from employees 1,336 shares in 1994, 28,777 shares in 1995, and 25,466 shares in 1996.
(3) INCOME TAXES
The domestic and foreign components of income before income taxes are as follows:
The components of the provision for income taxes for the years ended September 30, 1996, 1995 and 1994 are as follows:
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:
Deferred income taxes result from temporary differences in reporting transactions for financial reporting and tax purposes. The significant items comprising the domestic and foreign deferred tax accounts at September 30, 1996 and 1995 are as follows:
(4) COMMITMENTS AND CONTINGENCIES
Tech/Ops Sevcon is involved in various legal proceedings but believes that it is only remotely likely that the outcome will be material to operations.
In September 1996, a UK subsidiary entered into an agreement to purchase a 125 year lease of a newly constructed 20,000 square foot manufacturing facility adjacent to its present building, at a total cost of $1,172,000. The purchase of this lease was completed during October 1996 and in connection with this, a three-year term loan of $688,000 was obtained in the UK. The loan is repayable by equal monthly installments.
Tech/Ops Sevcon has entered into an agreement with its President which provides that, in the event of termination of employment, within two years after a change in control of Tech/Ops Sevcon not approved by the Board of Directors, such officer would receive benefits of up to an amount approximating twice annual compensation (as defined). In addition, the Company has entered into agreements with six senior employees which provide that, in the event of a change in control of Tech/Ops Sevcon, such employees would be entitled to continuation of their compensation for periods of up to 30 months.
Tech/Ops Sevcon has entered into a consulting agreement, which expires on December 31, 1998, 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 Company, administrative support services and a payment of $30,000 per year to Mr. Rosenberg.
In connection with the transfer in 1988 of the electronic controller 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. 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, 1996 was $213,000.
Minimum rental commitments under all non-cancelable leases are as follows for the years ended September 30: 1997 - $177,000; 1998 - $61,000; 1999 - $61,000; 2000 - $61,000; 2001 - $30,000, and $1,297,000 thereafter. Net rentals of certain land, buildings and equipment charged to expense were $176,000 in 1996, $177,000 in 1995, and $170,000 in 1994.
(5) 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 funded status of these defined benefit plans and the amounts recognized by Tech/Ops Sevcon in accordance with SFAS #87.
The Tech/Ops Sevcon net pension cost included the following components as defined by SFAS #87.
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 obligation were 7.9% and 5.9%, respectively, and the expected long-term rate of return on assets was 8.0% in 1996, 1995 and 1994.
(6) SEGMENT INFORMATION AND FOREIGN OPERATIONS
Tech/Ops Sevcon's largest customer accounted for 9% of sales in 1996, 10% in 1995, and 12% in 1994.
Domestic and foreign revenues are composed of sales to unaffiliated customers, with intercompany sales eliminated. Pretax net income for US and foreign segments is stated before unallocated corporate expense.
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, 1996 and 1995, and the related consolidated statements of income, stockholders' investment, and cash flows for each of the three years in the period ended September 30, 1996. 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 standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tech/Ops Sevcon, Inc. as of September 30, 1996 and 1995, and the results of its operations and cash flows for each of the three years in the period ended September 30, 1996 in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule listed in the index of financial statements is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly states, in all material respects, the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP Boston, Massachusetts November 5, 1996
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
This information is incorporated by reference from the information under the caption "Election of Directors" in the Company's Proxy Statement relating to the 1997 Annual Meeting of Stockholders.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
This information is incorporated by reference from the information under the captions "Election of Directors - Director Compensation" and "Executive Compensation" in the Company's Proxy Statement relating to the 1997 Annual Meeting of Stockholders.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
This information is incorporated by reference from the information under the caption "Share Ownership" in the Company's Proxy Statement relating to the 1997 Annual Meeting of Stockholders.
ITEM 13.
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 1997 Annual Meeting of Stockholders.
PART IV
ITEM 14.
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 in the index on page 2 are filed as part of this Annual Report on Form 10-K.
(c) Form 8-K
None filed during the quarter ended September 30, 1996.
INDEX TO EXHIBITS
(3)(a) Certificate of Incorporation of the registrant (incorporated by reference to Exhibit (3)(a) to Annual Report for the fiscal year ended September 30, 1994).
(3)(b) By-laws of the registrant (incorporated by reference to Exhibit (3)(b) to 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. 1966 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)*Severance Agreement dated December 22, 1987 between Bernard F. Start and the registrant (incorporated by reference to Exhibit (10)(b) to Annual Report for the fiscal year ended September 30, 1994).
(10)(c)*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)(d) 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)(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)(f) to Annual Report for the fiscal year ended September 30, 1990).
(11) Calculation of earnings per share and weighted average shares outstanding.
(22) Subsidiaries of the registrant (incorporated by reference to Exhibit (22) to Annual Report for the fiscal year ended September 30, 1993).
(23) Consent of Arthur Andersen LLP.
(27) Financial Data Schedule (EDGAR Filing only).
* Indicates management contract and compensatory plans and arrangements in which the executive officers or directors of the registrant participate.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TECH/OPS SEVCON, INC.
By /s/ Bernard F. Start December 12, 1996 ----------------------- Bernard F. Start 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/ Bernard F. Start President, Chief Executive December 12, 1996 - -------------------- Officer and Director Bernard F. Start (Principal Executive Officer)
/s/ Paul A. McPartlin Vice President & Chief December 12, 1996 - --------------------- Financial Officer Paul A. McPartlin (Principal Financial and Accounting Officer)
/s/ Milton C. Lauenstein Director December 12, 1996 - ------------------------ Milton C. Lauenstein
/s/ Harold C. Mayer, Jr. Director December 12, 1996 - ------------------------ Harold C. Mayer, Jr.
/s/ Paul B. Rosenberg Director December 12, 1996 - --------------------- Paul B. Rosenberg
/s/ Herbert Roth, Jr. Director December 12, 1996 - --------------------- Herbert Roth, Jr.
/s/ Marvin G. Schorr Director December 12, 1996 - -------------------- Marvin G. Schorr
/s/ C. Vincent Vappi Director December 12, 1996 - -------------------- C. Vincent Vappi
QUARTERLY FINANCIAL DATA (UNAUDITED) TECH/OPS SEVCON, INC. AND SUBSIDIARIES
(a) Restated to reflect a two-for-one stock split effective August 28, 1995.
TECH/OPS SEVCON, INC. AND SUBSIDIARIES SCHEDULE II
(a) Accounts collected $5; write-off of uncollectible accounts $2 (b) Accounts collected $29 (c) Write-off of uncollectible accounts $16; accounts collected $20
TECH/OPS SEVCON, INC. EXHIBIT 11
TECH/OPS SEVCON, INC. EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorp- oration 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. 33-02113.
ARTHUR ANDERSEN LLP
Boston, Massachusetts December 27, 1996