Overview

Torotel, Inc. ("Torotel") conducts substantially all of its business primarily through its wholly owned subsidiary, Torotel Products, Inc. ("Torotel Products"). The terms "we," "us," "our," and the "Company" as used herein include Torotel and all of its subsidiaries, including Torotel Products, unless the context otherwise requires. Torotel specializes in the custom design and manufacture of a wide variety of precision magnetic components consisting of transformers, inductors, reactors, chokes, toroidal coils, high voltage transformers, dry-type transformers 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 products to original equipment manufacturers, which use them in applications 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 the customers that accounted for Torotel's net sales for the first three months of the fiscal year ending April 30, 2021 ("fiscal year 2021") was 81% defense, 15% commercial aerospace, and 4% industrial compared to 60% defense, 38% commercial aerospace, and 2% industrial for the same period in the fiscal year ending April 30, 2020 ("fiscal year 2020"). Approximately 97% of Torotel's sales during the first three months of fiscal year 2021 have been derived from domestic customers.

Torotel is an approved source for magnetic components used in numerous military and commercial aerospace systems, which means Torotel is automatically solicited for any procurement needs for such applications. The magnetic components manufactured by Torotel are sold primarily in the United States, and most sales are awarded on a competitive bid basis. The markets in which Torotel competes are highly competitive. A substantial number of companies sell components of the type manufactured and sold by Torotel. In addition, Torotel sells to a number of customers who have the capability of manufacturing their own electronic components. The principal methods of competition for electronic products in the markets served by Torotel include, among other factors, price, on-time delivery performance, lead times, customized product engineering and technical support, marketing capabilities, quality assurance, manufacturing efficiency, and existing relationships with customers' engineers. While we believe magnetic components are generally not susceptible



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to rapid technological change, Torotel's sales, which do not represent a significant share of the industry's market, are susceptible to decline given the competitive nature of the market.





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 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. 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 believe we have used 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 the first three months of fiscal years 2021 and 2020 the amount of consolidated revenues derived from contracts with prime contractors of the U.S. Department of Defense ("DoD") was approximately 81% and 60% respectively. As a result, our financial results in any period could be impacted substantially by spending cuts or increases in the DoD budget and the funds appropriated for certain military programs.

Despite ongoing uncertainty 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 July 31, 2020, our consolidated order backlog for the defense market was nearly $17.2 million, which included $11.3 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 has 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 include delays on the development and production of new commercial aircraft and competition from international suppliers. As of July 31, 2020, our consolidated order backlog for the aerospace and industrial markets was $3.3 million.





Business Outlook


Our backlog as of July 31, 2020 as compared to July 31, 2019 increased from $12.9 million to $20.5 million, a 58% increase. This was due primarily to an increase in the potted coil assembly orders. We anticipate that net sales for



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fiscal year 2021 will remain consistent with fiscal year 2020 primarily due to an expectation that a reduction of net sales within the commercial aerospace industry; may be partially offset by sales growth within the defense industry.

We anticipate that 67% of our $20.5 million backlog as of July 31, 2020 is expected to ship and be converted to sales in fiscal year 2021. As noted previously, there are multiple uncertainties within our business associated with the COVID-19 pandemic; however, we anticipate that our large sales backlog and current defense industry opportunities will help maintain our current 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 Condensed Financial Statements and Notes to the Consolidated Condensed Financial Statements included in Part I, Item 1 of this Quarterly Report.

This discussion and analysis of the results of operations include the operations of Torotel and its subsidiary Torotel Products as of July 31, 2020.

Net Sales




                                                  Three Months Ended
                                           July 31, 2020      July 31, 2019
         Magnetic components              $     3,963,000    $     3,254,000
         Potted coil assembly                   1,735,000          1,519,000
         Electro-mechanical assemblies            321,000          1,573,000
         Total                            $     6,019,000    $     6,346,000

Consolidated net sales in the three months ended July 31, 2020 decreased 5%, or $327,000, compared to the three months ended July 31, 2019. Consolidated net sales decreased primarily because of decreased demand in electro-mechanical assemblies due largely to the impacts of the pandemic on the aerospace industry.






Gross Profit




                                               Three Months Ended
                                          July 31, 2020     July 31, 2019
         Gross profit                  $      2,339,000    $     2,393,000
         Gross profit % of net sales                 39 %               38 %



Consolidated gross profit decreased by 2%, or $54,000, in the three ended July 31, 2020 compared to the three months ended July 31, 2019. Consolidated gross profit decreased primarily due to decreased demand in electro-mechanical assemblies due largely to the impacts of the pandemic on the aerospace industry.






Operating Expenses








                                                     Three Months Ended
                                              July 31, 2020      July 31, 2019
      Engineering                            $       351,000    $       388,000
      Selling, general and administrative          1,363,000          1,423,000
      Total                                  $     1,714,000    $     1,811,000

Engineering expenses decreased 10%, or $37,000, in the three months ended July 31, 2020 compared to the three months ended July 31, 2019. The decrease in the three month period primarily resulted from a decrease in headcount and a decrease in travel expenses.



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Selling, general and administrative expenses decreased 4%, or $60,000, in the three months ended July 31, 2020 compared to the three months ended July 31, 2019. The decrease primarily resulted from a decrease in headcount.

Earnings (loss) from Operations










                                            Three Months Ended
                                     July 31, 2020      July 31, 2019
                Torotel Products    $       790,000    $       765,000
                Torotel                   (165,000)          (183,000)
                Total               $       625,000    $       582,000




For the reasons discussed under each of the Gross Profit and Operating Expenses
headings above, consolidated earnings from operations increased by $43,000, for
the three months ended July 31, 2020 when compared to the three months ended
July 31, 2019.



Other Earnings Items






                                        Three Months Ended
                                 July 31, 2020      July 31, 2019
Income from operations          $       625,000    $       582,000
Interest expense                         23,000             27,000
Income before income taxes              602,000            555,000
Income tax expense (benefit)          (128,000)            111,000
Net income                      $       730,000    $       444,000

We anticipate that our effective income tax rate for fiscal year ending April 30, 2021 will be 26.5%. For additional discussion related to Income Taxes, see Note 7 of Notes to the Consolidated Financial Statements.

Financial Condition and Liquidity





Cash generated by operations together with the borrowing under our lines of
credit are our primary sources of liquidity. The following table highlights the
sources of liquidity available to us as of July 31, 2020 compared to July 31,
2019.






                                                                   July 31,
                                                               2020           2019
Cash                                                      $  2,017,000    $   353,000
Amount available under our 5.00% asset-based revolving
line of credit                                               1,101,000        864,000
Total funds available                                     $  3,118,000    $ 1,217,000




Operating Activities



The following table compares net cash provided by (used in) operating activities
during the three months ended July 31, 2020 compared to the three months ended
July 31, 2019.






                                                                  Three Months Ended
                                                           July 31, 2020      July 31, 2019

Net cash provided by (used in) operating activities $ (1,080,000) $ 774,000






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Net cash provided by operating activities decreased by $1,854,000 during the three months ended July 31, 2020 versus the comparable period of the 2020 fiscal year primarily due to an increase in trade receivables and a decrease in trade accounts payable.





Investing Activities






                                                      Three Months Ended
                                               July 31, 2020      July 31, 2019
     Net cash used in investing activities    $      (41,000)    $     (116,000)

The decrease of $75,000 in net cash used in investing activities during the three months ended July 31, 2020 compared to the comparable period of fiscal year 2020 was due to lower capital expenditures. We expect capital expenditure spending to rise moderately during the remainder of fiscal year 2021 which is consistent with the anticipated needs of our business.





Financing Activities






                                                                  Three Months Ended
                                                           July 31, 2020      July 31, 2019

Net cash provided by (used in) financing activities $ 875,000 $ (363,000)

The increase of $1,238,000 in net cash provided by financing activities during the three months ended July 31, 2020 from the comparable period in fiscal year 2020 is due primarily to proceeds from the asset-based revolving line of credit in fiscal year 2021.

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 July 31, 2020, we had $899,000 funds drawn on the $2,000,000 asset-based revolving line of credit. As of July 31, 2020 our total borrowing capacity is approximately $1,101,000, under our existing financing arrangements, plus $2,017,000 of cash on hand.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements.





Critical Accounting Policies


We discuss our critical accounting policies and estimates in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," in our Annual Report on Form 10-K for the year ended April 30, 2020 filed with the SEC on July 28, 2020. We have made no significant change in our critical accounting policies since April 30, 2020.





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