Overview



Introduction


Torotel conducts substantially all of its business through its wholly owned subsidiary, Torotel Products.

Torotel specializes in the custom design and manufacture of a wide variety of precision magnetic components and electro-mechanical assemblies for use in military, commercial aerospace and industrial electronic applications. These products are used to modify and control electrical voltages and currents in electronic devices. Torotel sells these magnetic components and electro-mechanical assemblies to original equipment manufacturers, which use them in products such as:

? aircraft navigational equipment;

? digital control devices;

? airport runway lighting devices;



? medical equipment;

? avionics systems;

? radar systems;

? down-hole drilling;

? conventional missile guidance systems; and

? other aerospace and defense applications.

We believe the primary factors that drive our gross profit and net earnings are sales volume and product mix. The gross profits on mature products/programs and complex transformer devices tend to be higher than those that are still in the prototyping or early production stages and simpler inductor devices. As a result, in any given accounting period the mix of product shipments between higher and lower margin products has a significant impact on our gross profit and net earnings. Our operating plan continues to focus on expanding the product base beyond electronic components.

Torotel markets its components primarily through an internal sales force and independent manufacturers' representatives paid on a commission basis. As a result of the coronavirus (COVID-19) pandemic, we have implemented restrictions on travel, a reduction in sales conferences being attended and limitations on in-person meetings which is expected to decrease expenses relating to sales and may have an adverse effect on customer demand. These commissions are earned when a product is sold and/or shipped to a customer within the representative's assigned territory. Torotel also utilizes its engineering department in its direct sales efforts for the purpose of expanding its reach into new markets and/or customers.

The industry mix of Torotel's net sales in fiscal year 2020 was 58% defense, 39% commercial aerospace and 3% industrial compared to 58% defense, 37% commercial aerospace and 5% industrial in the fiscal year ended April 30, 2019 ("fiscal year 2019"). We believe the mix in the fiscal year ended April 30, 2020 ("fiscal year 2020") will remain weighted primarily towards defense. Approximately 96% of Torotel's sales during fiscal year 2020 were derived from domestic customers.





COVID-19 Impact


The COVID-19 pandemic, first identified in Wuhan, Hubei Province, China, continues to spread worldwide, causing weakened international economic conditions. Torotel is identified as an essential business as previously discussed within the "Business" section and we have been fully operating throughout the pandemic. Due to the concerns around the outbreak of COVID-19, we have implemented several new policies and procedures based on CDC recommendations. All of our employees who do not have critical functions requiring them to be on-site have been working remotely to lower the number of people within the facilities. For those employees required to work on-site, we have implemented new measures including increased distancing of workstations, closed access to common areas and meeting rooms, increased cleaning efforts, implemented face mask requirements, further restricted access to our premises by suppliers and customers, and



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other safety precautions. We expect to continue these changes for the foreseeable future. As a result of the pandemic, there is significant uncertainty around the U.S. and global economy, U.S. Department of Defense spending as a result of potential budget cuts, future customer demand, supply chain availability, oil price fluctuations, cash collections, and costs related to our changes to help ensure the safety and well-being of our employees. Late in the fourth quarter of fiscal 2020, we have experienced lower commercial aerospace sales as a result of COVID-19. Due to this change in sales and the significant uncertainties outlined above in April 2020, we applied for a loan under the Paycheck Protection Program (the "PPP") of the 2020 Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") administered by the Small Business Association. On April 15, 2020, Torotel received $1.9 million in PPP funds. We intend to use these funds from this loan only for the purposes included in the PPP, including payroll, employee benefits, rent, utilities and interest on certain finance agreements (See Liquidity and Capital Resources).

Business and Industry Considerations





Defense Markets


During fiscal year 2020 and fiscal year 2019, the amount of consolidated revenues derived from contracts with prime contractors of the U.S. Department of Defense (as previously defined, the "DoD") was approximately 58% for both periods. Our financial results in any period could be impacted substantially by spending cuts in the DoD budget and the funds appropriated for certain military programs.

Despite ongoing uncertainty and potential constraints associated with the DoD budget, we believe our overall defense business outlook remains favorable due to the present demand for the potted coil assembly and other existing orders from major defense contractors. As of April 30, 2020, our consolidated order backlog for the defense market was $19.4 million, which included approximately $13.4 million for the potted coil assembly.

Commercial Aerospace and Industrial Markets

We provide magnetic components and electro-mechanical assemblies for a variety of applications in the commercial aerospace and industrial markets. The primary demand drivers for these markets include commercial aircraft production orders, oil and gas drilling exploration activity, and general economic growth. Each of these could have an ongoing impact due to the effects of the pandemic on commercial aircraft production, oil prices and general economic turmoil and uncertainty. Producers of commercial aircraft have announced a decrease in the production of multiple models of aircraft. This reduction adversely impacted our commercial aerospace backlog and is expected to further impact our commercial aerospace business throughout fiscal year 2021. Other threats to our near-term and long-term market outlook in these markets include delays on the development and production of new commercial aircraft and competition from international suppliers. As of April 30, 2020, our consolidated order backlog for the aerospace and industrial markets was $3.7 million.





Business Outlook


Our backlog as of April 30, 2020 as compared to April 30, 2019 increased to $23.0 million from $14.7 million, a 56% increase. This increase was driven primarily by growth in new programs. We anticipate that net sales for fiscal year 2021 will remain consistent with fiscal year 2020. This is primarily due to an expectation that a reduction of net sales within the commercial aerospace industry, may be offset by growth within the defense industry orders for our products. We anticipate that 22% and 47% of our $23.0 million backlog as of April 30, 2020 is expected to ship and be converted to sales in the first quarter of fiscal 2021, and in the ensuing nine months of fiscal 2021, respectively. As noted previously, there are multiple uncertainties within our business associated with the COVID-19 pandemic; however, we believe that our large sales backlog and current defense industry opportunities will help maintain a positive business outlook.

Consolidated Results of Operations

The following management comments regarding Torotel's results of operations and outlook should be read in conjunction with the Consolidated Financial Statements included pursuant to Item 8 of this Annual Report.





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Net Sales







            Years ended April 30,                2020            2019
            Magnetic components              $ 14,090,000    $ 10,600,000
            Potted coil assembly                5,655,000       5,751,000
            Electro-mechanical assemblies       6,388,000       3,920,000
            Large transformers                          -         284,000
            Total                            $ 26,133,000    $ 20,555,000

Consolidated net sales in fiscal year 2020 increased $5,578,000, or 27%, as compared to fiscal year 2019, primarily due to higher demand for magnetic components and electro-mechanical assemblies. The increase was expected as there were increases in new commercial aerospace products and advances in production automation of our magnetic components.

Consolidated net sales in fiscal year 2019 increased $2,159,000, or 12%, as compared to fiscal year 2018, primarily due to higher demand for magnetic components and electro-mechanical assemblies along with the change in revenue recognition policy (described in Note 1). The change in revenue recognition policy caused and impact of $1,104,000 increase from fiscal year 2018 to fiscal year 2019. The increase was expected as a number of products had an increase in demand from customers.





Gross Profit





             Years ended April 30,              2020          2019
             Gross profit                  $  9,009,000    $ 6,964,000
             Gross profit % of net sales             34 %           34 %



Gross profit as a percentage of net sales in fiscal year 2020 remained consistent at 34% when compared to fiscal year 2019. The gross profit percentage for fiscal year 2020 increased primarily due to higher demand for magnetic components and electro-mechanical assemblies and lower manufacturing costs and scrap.

Gross profit as a percentage of net sales in fiscal year 2019 increased 8% as compared to fiscal year 2018. The gross profit percentage for fiscal year 2019 increased primarily due to higher demand for magnetic components and electro-mechanical assemblies, lower manufacturing costs and scrap, and the change in revenue recognition policy (described in Note 1). The change in the revenue recognition policy increased gross profit by $546,000 from fiscal year 2018 to fiscal year 2019.



Operating Expenses







          Years ended April 30,                     2020           2019
          Engineering                            $ 1,462,000    $ 1,316,000
          Selling, general and administrative      6,662,000      4,881,000
          Total                                  $ 8,124,000    $ 6,197,000

Engineering expense increased 11%, or $146,000, in fiscal year 2020 as compared to fiscal year 2019. This increase primarily resulted from the hiring of additional engineers to provide expanded technical capabilities.

Engineering expense increased 22%, or $234,000, in fiscal year 2019 as compared to fiscal year 2018. This increase primarily resulted from the hiring of additional engineers to provide expanded technical capabilities.



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Selling, general and administrative expenses increased 36%, or $1,781,000, in fiscal year 2020 as compared to fiscal year 2019. The increase for administrative expenses in fiscal year 2020 primarily resulted from incurring transactional fees relating to the potential acquisition of Torotel in fiscal year 2020. No transactional fees were incurred in fiscal year 2019.

Selling, general and administrative expenses decreased 2%, or $86,000, in fiscal year 2019 as compared to fiscal year 2018. The decrease resulted from a decrease in income tax expense.

Earnings (loss) from Operations











                Years ended April 30,        2020            2019
                Torotel Products         $   2,414,000    $ 1,296,000
                Torotel                    (1,529,000)      (529,000)
                Total                    $     885,000    $   767,000

For the reasons discussed in the Net Sales, Gross Profit, and Operating Expenses above, consolidated earnings from operations increased by $118,000, in fiscal year 2020 as compared to fiscal year 2019, and increased by $2,035,000, in fiscal year 2019 as compared to fiscal year 2018.



Other Earnings Items







                 Years ended April 30,           2020         2019
                 Income from operations        $ 885,000    $ 767,000
                 Interest expense                 96,000      112,000
                 Income before income taxes      789,000      655,000
                 Income tax expense               75,000       13,000
                 Net income                    $ 714,000    $ 642,000

Interest expense decreased by 14%, or $16,000, in fiscal year 2020 as compared to fiscal year 2019, primarily due to lower levels of outstanding indebtedness for most of the year. Income tax provision increased by $62,000 in fiscal year 2020 as compared to fiscal year 2019.

Interest expense increased by 51%, or $38,000, in fiscal year 2019 as compared to fiscal year 2018, primarily due to higher levels of outstanding indebtedness for most of the year. Income tax provision decreased by $668,000 in fiscal year 2019 as compared to fiscal year 2018, with our income tax provision for fiscal year 2018 being related primarily to tax reform that became effective in January 2018 and an increase in deferred tax asset valuation allowance in fiscal year 2018, with no corresponding tax provisions for fiscal year 2019.

We evaluate the appropriateness of our deferred income tax asset valuation allowance on a quarterly basis and continue to consider positive and negative trends in our industry that affect our determination. During the fourth quarter of fiscal year 2018, we determined we were no longer in a positive cumulative earnings position which is significant negative evidence indicating the need for a valuation allowance. As a result, we concluded it unlikely the full benefit of our deferred tax assets will more-likely-than-not be fully realized and our valuation allowance has been increased accordingly. Our evaluation in fiscal years 2020 and 2019 were consistent with our 2018 conclusions. See Note 6 in the consolidated financial statements for further details.





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Financial Condition and Liquidity





The following table highlights the funds available to us as of April 30, 2020
and 2019:







                                                                           2020          2019
Cash                                                                  $  2,263,000    $  58,000
Amount available under our equipment loan                                        -      196,000
Amount available under our 5.00% asset-based revolving line of credit    2,000,000      275,000
Total funds available                                                 $  4,263,000    $ 529,000


Operating Activities







                                                            2020           2019
  Net cash provided by (used in) operating activities    $ 1,804,000    $ (453,000)

The increase of $2,257,000 of net cash provided by operating activities between fiscal year 2020 and fiscal year 2019 is primarily due to increases in operating ROU assets, inventories and trade accounts payable.



Investing Activities







                                                     2020           2019
         Net cash used in investing activities    $ (507,000)    $ (150,000)

The increase of $357,000 of net cash used in investing activities during fiscal year 2020 as compared to fiscal year 2019 was due to an increase in capital expenditures in fiscal year 2020 as compared to fiscal year 2019. We expect capital expenditure spending will continue to increase during fiscal year 2021 as compared to fiscal year 2020.



Financing Activities









                                                         2020         2019
          Net cash provided by financing activities    $ 908,000    $ 86,000

The increase of $822,000 in net cash used in financing activities between fiscal year 2020 and fiscal year 2019 is due to an increase in loan proceeds during fiscal year 2020.

Liquidity and Capital Resources

Due to the above-mentioned pandemic-related challenges, we are proactively managing costs and finding new sources of revenue to offset the impact of the anticipated commercial aerospace downturn. We believe that maintaining our skilled workforce of production employees and engineers is vital to our continued success. Without the combination of the PPP loan and the expansion of our line of credit, we would have had to make significant cost structure changes to our operations beginning near the end of fiscal year 2020. We believe that the projected cash flow from operations, additional proceeds from PPP funding and available borrowings under existing financing arrangements that supplement our working capital needs, will enable us to meet our anticipated funding requirements for the foreseeable future, based on historical levels. Our asset-based revolving line of credit and guidance line of credit are scheduled to mature on October 19, 2020. We expect to renew each of the financing agreements, if deemed necessary. The increase in our cash position from the prior fiscal year is due to the $1,985,000 PPP funding. As of April 30, 2020, we had no funds drawn on the $2,000,000 asset-based revolving line of credit.

As of April 30, 2020 our total borrowing capacity is approximately $2,000,000, under our existing financing arrangements, plus $2,263,000 of cash on hand.



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Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements.





Critical Accounting Policies


The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect certain reported amounts and disclosures. Such judgments affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continuously evaluate our estimates and assumptions including those related to computing the carrying value of equipment, allowance for doubtful accounts receivable, the valuation allowance on deferred tax assets and the reserve for warranty costs. Accordingly, actual results could differ from those estimates, and such differences may be material. Any changes in estimates are recorded in the period in which they become known. As previously described in the "Information" section, there are several risks and uncertainties which could impact our estimates. Management continues to monitor the pandemic and adjust estimates as deemed appropriate.

The following is a summary of the most critical accounting policies used in the preparation of our consolidated financial statements.





Leases


The Company adopted the guidance of ASU No. 2016-02, Leases, ("ASC 842") as of May 1, 2019 using the modified retrospective transition approach with the cumulative effect recognized at the date of initial application. The comparative information in the prior year has not been adjusted and continues to be reported under ASC 840, Leases, which was the accounting standard in effect for that period. ASC 842 requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use model ("ROU") that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations and presentation of cash flows. See Note 4-Leases for the required disclosures of the nature, amount, timing, and uncertainty of cash flows arising from leases.





Revenue Recognition


We determine revenue recognition through the following steps:

1) Identification of the contract, or contracts, with a customer


    A contract with a customer exists when (i) the Company enters into an
    enforceable contract with a customer that defines each party's rights
    regarding the services to be transferred and identifies the payment terms
    related to these services, (ii) the contract has commercial substance and,
    (iii) the Company determines that collection of substantially all
    consideration for goods or services that are transferred is probable based
    on the customer's intent and ability to pay the promised consideration. The
    Company applies judgment in determining the customer's ability and intention
    to pay, which is based on a variety of factors including the customer's
    historical payment experience or, in the case of a new customer, published
    credit and financial information pertaining to the customer.


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2)  Identification of the performance obligations in the contract
    Performance obligations promised in a contract are identified based on the
    goods or services that will be transferred to the customer that are both
    capable of being distinct, whereby the customer can benefit from the service
    either on its own or together with other resources that are readily
    available from third parties or from the Company, and are distinct in the
    context of the contract, whereby the transfer of the goods or services are
    separately identifiable from other promises in the contract. To the extent a
    contract includes multiple promised goods or services, the Company must
    apply judgment to determine whether promised goods or services are capable
    of being distinct and distinct in the context of the contract. If these
    criteria are not met the promised goods or services are accounted for as a
    combined performance obligation.
3)  Determination of the transaction price
    The transaction price is determined based on the consideration to which the
    Company will be entitled in exchange for transferring goods or services to
    the customer. To the extent the transaction price includes variable
    consideration, the Company estimates the amount of variable consideration
    that should be included in the transaction price utilizing either the
    expected value method or the most likely amount method depending on the
    nature of the variable consideration. Variable consideration is included in
    the transaction price if, in the Company's judgment, it is probable that a
    significant future reversal of cumulative revenue under the contract will
    not occur. None of the Company's contracts as of April 30, 2020 contained a
    significant financing component. Determining the transaction price requires
    significant judgment, which is discussed by revenue category in further
    detail below.
4)  Allocation of the transaction price to the performance obligations in the
    contract
    If the contract contains a single performance obligation, the entire
    transaction price is allocated to the single performance obligation.
    However, if a series of distinct goods or services that are substantially
    the same qualifies as a single performance obligation in a contract with
    variable consideration, the Company must determine if the variable
    consideration is attributable to the entire contract or to a specific part
    of the contract. Contracts that contain multiple performance obligations
    require an allocation of the transaction price to each performance
    obligation based on a relative standalone selling price basis unless the
    transaction price is variable and meets the criteria to be allocated
    entirely to a performance obligation or to a distinct service that forms
    part of a single performance obligation. The Company determines standalone
    selling price based on the price at which the performance obligation is sold
    separately. If the standalone selling price is not observable through past
    transactions, the Company estimates the standalone selling price taking into
    account available information such as market conditions and internally
    approved pricing guidelines related to the performance obligations.
5)  Recognition of revenue when, or as, we satisfy a performance obligation
    The Company satisfies performance obligations either over time or at a point
    in time as discussed in further detail below. Revenue is recognized at the
    time the related performance obligation is satisfied by transferring a
    promised service to a customer.



Performance Obligations Satisfied Over Time

We recognize revenue on agreements for the sale of customized goods including magnetic components, consisting of transformers, inductors, reactors, chokes, toroidal coils, high voltage transformers, dry-type transformers and electro-mechanical assemblies for use in commercial aerospace and military electronics on an over time basis.

Commercial Aerospace and Defense Parts

Performance obligations under long-term agreements are considered to be under contract at the time that authorization to ship has been obtained from the customer, except for one long-term agreement which provides a contract for two specific parts if the ship date is within 21 days. Performance obligations under standalone purchase orders are considered to be under contract at the time that the purchase order is received. Parts manufactured for customers in our aerospace and defense product revenue stream must be built to certain



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specifications that are then qualified by the customer. Due to the proprietary nature of our custom-built products designed for a specific use by our aerospace and defense customers, control is considered to be with the customer as the products are finalized and placed into finished goods. Goods within this revenue stream do not provide simultaneous receipt and benefit to the customer. The goods are controlled by our customers once the finished parts are created. The customers prevent any alternative use of the asset and an enforceable right to payment does exist. We provide for potential losses on any of these agreements when it is probable that we will incur the loss.

Our billing terms for these over-time contracts vary, but are generally based on ship date. Control is transferred as products are completed and closed to finished goods.

Product fees and engineering and design services

For product fees along with engineering and design services, transfer of control is determined by the revenue stream of the associated product. Percentage-of-completion revenue recognition is utilized when revenue recognized exceeds the amount billed to the customer for any project-related services, utilizing labor as the input method.

Performance Obligations Satisfied at a Point in Time

We recognize revenue on agreements for the sale of customized goods including magnetic components, consisting of transformers, inductors, reactors, chokes, toroidal coils, high voltage transformers, dry-type transformers and electro-mechanical assemblies for use in the industrial and commercial market on point in time basis.

Industrial and Commercial Parts

Performance obligations under long-term agreements are considered to be under contract at the time that authorization to ship has been obtained from the customer. Performance obligations under standalone purchase orders are considered to be under contract at the time that the purchase order is received. For our commercial customers, control of the underlying product design is retained by Torotel, therefore the products are considered in our control until the moment of shipment. Also, upon shipment the customers have an obligation to pay for the asset and we have an enforceable right to payment. We provide for potential losses on any of these agreements when it is probable that we will incur the loss.

Our billing terms for these point in time sales are generally based on ship date. Control is transferred as products are shipped to the customers.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs do not have a material impact to the financial statements. No impairment losses were recognized in fiscal years 2020 and 2019 relating to receivables or contract assets arising from contracts with customers.

Allowance for Doubtful Accounts

Gross trade accounts receivable are offset with an allowance for doubtful accounts. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We review the allowance for doubtful accounts on a regular basis, and all past due balances are reviewed individually for collectability. Account balances are charged against the allowance when placed for collection. Recoveries of receivables previously written off are recorded when received. The majority of the customer accounts are considered past due after the invoice becomes older than the customer's normal credit terms. Interest is not charged on past due accounts. The allowance for doubtful accounts was $41,000 and $12,000 at the end of fiscal year 2020 and 2019, respectively.





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Inventories


Inventories are stated at the lower of cost or net realizable value. Cost is determined using a FIFO approximated weighted average costing method of valuation. Our industry is characterized by short-term customer commitments and changes in demand, as well as other market considerations. Provisions for obsolete and excess inventory are based on reviews of inventory usage, quantities on hand and latest product demand information from customers. Inventories are reviewed in detail utilizing a 12-month time horizon. Individual part numbers that have not had any usage or purchases in a 12-month time period and do not have any known usage requirements are categorized as obsolete; individual part numbers having more than a 12-month supply based on the current year's usage are categorized as excess. Once specific inventory has been identified as excess or obsolete, the cost of the identified inventory is fully reserved and the cost of the inventory is not recovered until it is sold. The reserve balance is analyzed for adequacy as part of the inventory review each quarter.





Income Taxes



Our annual tax rate is based on our income, statutory tax rates and tax planning opportunities available to us in the various jurisdictions in which we operate. Significant judgment is required in determining our annual tax rate and in evaluating our tax positions. An estimated effective tax rate for a year is applied to our quarterly operating results. In the event there is a significant or unusual item recognized in our quarterly operating results, the tax attributable to that item is separately calculated and recorded at the same time as that item. Tax law requires items to be included in our tax returns at different times than the items are reflected in our financial statements. As a result, our annual tax rate reflected in our financial statements is different than that reported in our tax returns (our cash tax rate). Some of these differences are permanent, such as expenses that are not deductible in our tax return, and some differences reverse over time, such as depreciation expense. These temporary differences create deferred tax assets and liabilities. Deferred tax assets generally represent items that can be used as a tax deduction or credit in our tax returns in future years for which we have already recorded the tax benefit in our income statement. We establish valuation allowances for our deferred tax assets if, based on the available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax liabilities generally represent tax expense recognized in our financial statements for which payment has been deferred, or expense for which we have already taken a deduction in our tax return but have not yet recognized as expense in our financial statements. The accounting for uncertainty in income taxes requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. If necessary, we record a liability for the difference between the benefit recognized and measured for financial statement purposes and the tax position taken or expected to be taken on our tax return. To the extent that our assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. If applicable in a given year, tax-related interest and penalties are classified as a component of income tax expense.

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