In the financial review that follows, we discuss our results of operations, financial condition and certain other information. This discussion should be read in conjunction with our consolidated financial statements as ofSeptember 24, 2021 , and related notes, as reported in Item 1 of this Quarterly Report. 17
-------------------------------------------------------------------------------- Some of the statements in this Quarterly Report on Form 10-Q are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include the Company's description of plans and objectives for future operations and assumptions behind those plans. The words "anticipates," "believes," "intends," "estimates," and "expects," or similar anticipatory expressions, usually identify forward-looking statements. In addition, goals established by the Company should not be viewed as guarantees or promises of future performance. There can be no assurance the Company will be successful in achieving its goals. In addition to the assumptions and information referred to specifically in the forward-looking statements, other factors, including but not limited to those factors discussed under Item 1A, Risk Factors, of the Company's Annual Report filed on Form 10-K forJune 30, 2021 , as supplemented in this Quarterly Report, could cause actual results to be materially different from what is expressed or implied in any forward-looking statement. Results of Operations (In thousands) Quarter Ended September 24, 2021 % of Net September 25, 2020 % of Net Net sales $ 47,761 $ 46,179 Cost of goods sold 34,314 36,476 Gross profit 13,447 28.2 % 9,703 21.0 % Marketing, engineering and administrative expenses 13,091 27.4 % 12,445 26.9 % Restructuring of operations 48 0.1 % 405 0.9 % Other operating income (2,939 ) -6.2 % - 0.0 % Income (loss) from operations $ 3,247 6.8 % $ (3,147 ) -6.8 %
Comparison of the First Quarter of Fiscal 2022 with the First Quarter of Fiscal 2021
Net sales for the first quarter increased 3.4%, or$1.6 million , to$47.6 million from$46.2 million in the same quarter a year ago. While the Company has experienced improving conditions across most of its markets following the severe impact of the COVID-19 pandemic in fiscal 2021, the North American oil and gas market demand for new units remains depressed. The Company's ability to ship product has been hampered by a variety of supply chain challenges. These include supplier capacity constraints, extended supplier lead times and a global shortage of shipping containers. Global shipments of industrial products improved 13.1% from the prior year, while shipments of marine and propulsion products improved slightly (1.8%) and off-highway transmission demand was essentially flat with the prior year first quarter. The North American region enjoyed the most significant sales improvement ($2.6 million or 18.2%) due to generally improving market conditions and increased aftermarket demand in the North American energy market. The European region saw a modest increase ($0.3 million or 1.8%), with project delays and supply chain challenges hampering volume. Sales into theAsia Pacific region decreased slightly ($1.2 million or 9.1%) due to the lingering effects of COVID-19 in the region, partially offset by a continued strong pleasure craft market inAustralia . Currency translation had a favorable impact on first quarter fiscal 2022 sales compared to the first quarter of the prior year totaling$0.5 million primarily due to the strengthening of the euro and Australian dollar against theU.S. dollar. Sales at our manufacturing segment increased 8.1%, or$3.1 million , versus the same quarter last year. TheU.S. manufacturing operations experienced a 17.0%, or$3.3 million , increase in sales versus the first fiscal quarter of 2021, with recovering markets following the significant impact of the COVID-19 pandemic, partially offset by the supply chain challenges noted above. The Company's operation inthe Netherlands was down$0.7 million (7.9%) compared to the first fiscal quarter of 2021, with many boat construction projects being delayed due to the COVID-19 crisis. The Company's Belgian operation saw an increase compared to the prior year first quarter (4.3% or$0.2 million ), with a positive translation effect combining with improved European market conditions. Similarly, the Company's Italian manufacturing operations, also benefiting from some positive exchange impact and an improving European market, were up$0.1 million (1.0%) compared to the first quarter of fiscal 2021. The Company's Swiss manufacturing operation, which supplies customized propellers for the global mega yacht and patrol boat markets, was up$0.3 million (31.1%) compared to the prior year first quarter. 18
-------------------------------------------------------------------------------- Our distribution segment experienced a decrease in sales of$2.0 million (8.8%) compared to the first quarter of fiscal 2021. The Company's Asian distribution operations inSingapore ,China andJapan were down 20.3% from the prior year on softer demand for commercial marine and patrol craft products in the region driven by the persistent impact of the COVID-19 pandemic in the region, along with global supply chain challenges. The Company'sNorth America distribution operation saw a slight decrease of 0.7%, while the Company's European distribution operation saw a decrease of$1.0 million (22.1%) primarily due to supply chain challenges in the region. The Company's distribution operation inAustralia , which provides boat accessories, propulsion and marine transmission systems for the pleasure craft market, saw continued growth (22.0% increase from the prior year first fiscal quarter), on improving pleasure craft marine market trends in the region. Gross profit as a percentage of sales for the first quarter of fiscal 2022 improved to 28.2%, compared to 21.0% for the same period last year. The current quarter result reflects the benefit of an Employee Retention Credit ("ERC", part of various COVID-19 relief programs provided by theU.S. government) of$1.3 million recorded at the Company's domestic operation, along with the incremental benefit of a NOW subsidy (COVID-19 relief program inthe Netherlands ) of$0.3 million and the favorable impact of a correction to the Company's warranty reserve ($0.5 million ). In addition, the quarter benefited from a favorable product mix profile ($0.8 million ) and the impact of improved volume ($0.4 million ). For the fiscal 2022 first quarter, marketing, engineering and administrative ("ME&A") expenses, as a percentage of sales, were 27.4%, compared to 26.9% for the fiscal 2021 first quarter. ME&A expenses increased$0.6 million (5.2%) versus the same period last fiscal year. The increase in ME&A spending for the quarter was comprised of increases to domestic salaries and benefits ($0.5 million ), the accrual for the global bonus program ($0.5 million ) and a slight currency translation impact ($0.1 million ). These decreases were partially offset by the favorable impact of the Employee Retention Credit ($0.5 million ). The Company incurred minor restructuring charges during the first quarter of fiscal 2022, primarily associated with ongoing cost reduction actions at its European operations and actions to adjust the cost structure at the Company's domestic operation. The Company continues to focus on actively managing its cost structure and reducing fixed costs in light of the ongoing market challenges. The Company recorded other operating income of$2.9 million associated with the gain on the sale of the Company's facility inSwitzerland . The building was sold for approximately$9.1 million . Interest expense decreased to$0.5 million in the first quarter of fiscal 2022, compared to$0.6 million for the first quarter of the prior fiscal year. This decrease reflects a lower average borrowing level for the first quarter of fiscal 2022.
Other expense of
The fiscal 2022 first quarter effective tax rate was 16.2% compared to 19.1% in the prior fiscal year first quarter. The current year rate was impacted by the fact that the domestic entity recognized a full valuation allowance in the fourth quarter of fiscal 2021, resulting in limited recognition of tax expense.
Financial Condition, Liquidity and Capital Resources
Comparison between
As of
Cash increased by$9.8 million to$22.1 million as ofSeptember 24, 2021 , versus$12.3 million as ofJune 30, 2021 . As ofSeptember 24, 2021 , the majority of the cash is at the Company's overseas operations inEurope ($14.5 million ) andAsia-Pacific ($5.2 million ). In accordance with the terms of the extended forbearance agreement with BMO, as described below, the Company will be repatriating approximately$7.0 million of the cash currently held inEurope during fiscal 2022. Trade receivables of$34.8 million were down$4.7 million , or approximately 11.8%, when compared to last fiscal year-end. The impact of foreign currency translation was to decrease accounts receivable by$0.3 million versusJune 30, 2021 . As a percent of sales, trade receivables finished at 72.9% in the first quarter of fiscal 2022 compared to 69.0% for the comparable period in fiscal 2021 and 59.6% for the fourth quarter of fiscal 2021. 19 -------------------------------------------------------------------------------- Inventories increased by$6.1 million , or 5.3%, versusJune 30, 2021 to$121.1 million . The impact of foreign currency translation was to decrease inventories by$0.8 million versusJune 30, 2021 . The remaining increase was seen primarily at the Company's operations in North American ($2.4 million ),the Netherlands ($0.5 million ),Italy ($0.4 ), andBelgium ($0.3 ).These increases were primarily driven by an imbalance in the supply chain, resulting in excess inventory waiting for missing components to finish assembly, or waiting for customers to accept shipment. The remaining increase is due to additional inventory in transit, as the global supply chain has slowed significantly in recent quarters. On a consolidated basis, as ofSeptember 24, 2021 , the Company's backlog of orders to be shipped over the next six months approximates$86.1 million , compared to$70.3 million atJune 30, 2021 and$69.4 million atSeptember 25, 2020 . As a percentage of six-month backlog, inventory has decreased from 163% atJune 30, 2021 to 141% atSeptember 24, 2021 . Net property, plant and equipment decreased$1.1 million (2.5%) to$44.3 million versus$45.5 million atJune 30, 2021 . The Company had capital spending of$0.8 million in the quarter, offset by a favorable exchange impact ($0.2 million ) and depreciation ($1.7 million ). Capital spending occurring in the first quarter was primarily related to maintenance capital. In total, the Company expects to invest between$9 and$11 million in capital assets in fiscal 2022. The Company continues to review its capital plans based on overall market conditions and availability of capital, and may make changes to its capital plans accordingly. The Company's capital program is focused on modernizing key core manufacturing, assembly and testing processes and improving efficiencies at its facilities around the world. Accounts payable as ofSeptember 24, 2021 of$29.4 million was down$1.6 million , or 5.3%, fromJune 30, 2021 . The impact of foreign currency translation was to reduce accounts payable by$0.2 million versusJune 30, 2021 . The remaining decrease is primarily related to the reduced purchasing activities in light of reduced volume in the quarter. Total borrowings and long-term debt as ofSeptember 24, 2021 decreased$0.2 million to$31.9 million versus$32.1 million atJune 30, 2021 . During the first quarter, the Company reported positive free cash flow of$10.7 million (defined as operating cash flow less acquisitions of fixed assets), which includes the sale of the Swiss facility for$9.1 million . The Company ended the quarter with total debt, net of cash, of$9.8 million , compared to$19.7 million atJune 30, 2021 , for a net improvement of$9.9 million . Total equity increased$1.0 million , or 0.7%, to$131.6 million as ofSeptember 24, 2021 . The net profit during the first quarter increased equity by$1.9 million , offset by an unfavorable foreign currency translation of$1.9 million . The net change in common stock and treasury stock resulting from the accounting for stock-based compensation increased equity by$0.2 million . The net remaining increase in equity of$0.8 million primarily represents the amortization of net actuarial loss and prior service cost on the Company's defined benefit pension plans, along with the unrealized gain on cash flow hedges. OnJune 29, 2018 , the Company entered into a Credit Agreement (the "Credit Agreement") withBMO Harris Bank N.A . ("BMO") that provided for the assignment and assumption of the previously existing loans between the Company and Bank of Montreal (the "2016 Credit Agreement") and subsequent amendments into a term loan (the "Term Loan") and revolving credit loans (each a "Revolving Loan" and, collectively, the "Revolving Loans," and, together with the Term Loan, the "Loans"). Pursuant to the Credit Agreement, BMO agreed to make the Term Loan to the Company in a principal amount not to exceed$35.0 million and the Company may, from time to time prior to the maturity date, enter into Revolving Loans in amounts not to exceed, in the aggregate,$50.0 million (the "Revolving Credit Commitment"). The Credit Agreement also allows the Company to obtain Letters of Credit from BMO, which if drawn upon by the beneficiary thereof and paid by BMO, would become Revolving Loans. Under the Credit Agreement, the Company may not pay cash dividends on its common stock in excess of$3.0 million in any fiscal year. OnMarch 4, 2019 , the Company entered into a second amendment (the "Second Amendment") to the Credit Agreement. The Second Amendment reduced the principal amount of the term loan commitment under the Credit Agreement from$35.0 million to$20.0 million . In connection with the Second Amendment, the Company issued an amended and restated term note in the amount of$20.0 million to the Bank, which amended the original$35.0 million note provided under the Credit Agreement. Prior to entering into the Second Amendment, the outstanding principal amount of the term loan (the "Term Loan") under the Credit Agreement was$10.8 million . On the date of the Second Amendment, the Bank made an additional advance on the Term Loan to the Company in the amount of$9.2 million . The Second Amendment also extended the maturity date of the Term Loan fromJanuary 2, 2020 toMarch 4, 2026 , and added a requirement that the Company make principal installments of$0.5 million per quarter starting with the quarter endingJune 30, 2019 . The Second Amendment also reduced the applicable margin for purposes of determining the interest rate applicable to the Term Loan. Previously, the applicable margin was 3.00%, which was added to the Monthly Reset LIBOR Rate or the Adjusted LIBOR, as applicable. Under the Second Amendment, the applicable margin was between 1.375% and 2.375%, depending on the Company's total funded debt to EBITDA ratio. 20
-------------------------------------------------------------------------------- The Second Amendment also adjusted certain financial covenants made by the Company under the Credit Agreement. Specifically, the Company covenanted (i) not to allow its total funded debt to EBITDA ratio to be greater than 3.00 to 1.00 (the cap had previously been 3.50 to 1.00 for quarters ending on or beforeSeptember 30, 2019 and 3.25 to 1.00 for quarters ending on or aboutDecember 31, 2019 throughSeptember 30, 2020 ), and (ii) that its tangible net worth will not be less than$100.0 million plus 50% of net income for each fiscal year ending on and afterJune 30, 2019 for which net income is a positive number (the$100.0 million figure had previously been$70.0 million ). OnJanuary 28, 2020 , the Company entered into a third amendment (the "Third Amendment") to the Credit Agreement. The Third Amendment restated the financial covenant provisions related to the maximum allowable ratio of total funded debt to EBITDA from 3.00 to 1.00 to 4.00 to 1.00 for the quarter endedDecember 27, 2019 , 5.00 to 1.00 for the quarter endingMarch 27, 2020 , 4.00 to 1.00 for the quarter endingJune 30, 2020 , 3.50 to 1.00 for the quarter endingSeptember 25, 2020 and 3.00 to 1.00 for quarters ending on or afterDecember 25, 2020 . For purposes of determining EBITDA, the Third Amendment added back extraordinary expenses (not to exceed$3.9 million ) related to the previously reported isolated product performance issue on one of the Company's oil and gas transmission models at certain installations. Under the Third Amendment, the applicable margin for revolving loans, letters of credit, and term loans was between 1.25% and 3.375%, depending on the Company's total funded debt to EBITDA ratio. OnJuly 22, 2020 , the Company entered into a fifth amendment (the "Fifth Amendment") to the Credit Agreement that amends the Credit Agreement dated as ofJune 29, 2018 , as amended between the Company and BMO. The Fifth Amendment reduced BMO's Revolving Credit Commitment from$50.0 million to$45.0 million . The Fifth Amendment also gives the Company the option to make interest-only payments on the Term Loan for quarterly payments occurring onSeptember 30, 2020 andDecember 31, 2020 , and limits the Company's Capital Expenditures for the fiscal year endingJune 30, 2021 to$10.0 million .
The Fifth Amendment provides the Company with relief from its Total Funded Debt
to EBITDA ratio financial covenant under the Credit Agreement through (and
including) the earlier of
? The "Applicable Margin" to be applied to Revolving Loans, the Term Loan, and
the Commitment/Facility Fee will be increased to 3.25%, 3.875%, and 0.20%,
respectively.
? The Company may not make certain restricted payments (specifically, cash
dividends, distributions, purchases, redemptions or other acquisitions of or
with respect to shares of its common stock or other common equity interests).
? The Company must maintain liquidity (as defined in the Fifth Amendment) of at
least$15.0 million .
? The Company must maintain minimum EBITDA of at least (1)
fiscal quarter ending
about
ending on or about
quarters ending on or about
fiscal quarters endingJune 30, 2021 . For purposes of the minimum EBITDA covenant and the Total Funded Debt to EBITDA ratio, the Fifth Amendment clarified that EBITDA shall exclude any gain that is realized on the forgiveness of the Small Business Administration Paycheck Protection Program loan that the Company previously received. The Fifth Amendment also changed the definition of "LIBOR" (used in calculating interest on Eurodollar Loans), "Monthly Reset LIBOR Rate" (used in calculating interest on LIBOR Loans), and "LIBOR Quoted Rate" (used in the definition of "Base Rate," which is used in calculating interest on Letters of Credit that are drawn upon and not timely reimbursed). The Company also entered into a Deposit Account Control Agreement with the Bank, reflecting the Bank's security interest in deposit accounts the Company maintains with the Bank. Under the Fifth Amendment, the Bank may not provide a notice of exclusive control of a deposit account (thereby obtaining exclusive control of the account) prior to the occurrence or existence of a Default or an Event of Default under the Credit Agreement or otherwise upon the occurrence or existence of an event or condition that would, but for the passage of time or the giving of notice, constitute a Default or an Event of Default under the Credit Agreement. 21
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On
The Company entered into the Forbearance Agreement because the Company was not in compliance with its financial covenant to maintain a minimum EBITDA of at least$2.5 million for the three fiscal quarters ended as ofDecember 25, 2020 . In the Forbearance Agreement, the Bank agreed to forbear from exercising its rights and remedies against the Company under the Credit Agreement with respect to the Company's noncompliance with the minimum EBITDA covenant during the period (the "Forbearance Period") commencingJanuary 27, 2021 and ending on the earlier of (i)September 30, 2021 , and (ii) the date on which a default under the Forbearance Agreement or Credit Agreement occurs. During the Forbearance Period, the Bank may continue to honor requests of the Company for draws on the revolving note provided by the Bank under the Credit Agreement, except that the revolving credit commitment is reduced from$45.0 million to$42.5 million during the Forbearance Period. The Forbearance Agreement also added to the Company's financial reporting requirements under the Credit Agreement by requiring the Company to provide the Bank with monthly forecasts of the Company's financial statements, and monthly reports on the Company's six-month backlog. OnSeptember 30, 2021 , the Company entered into a First Amended and Restated Forbearance Agreement and Amendment No. 7 to Credit Agreement (the "Amended and Restated Forbearance Agreement") that further amends the Credit Agreement. The Amended and Restated Forbearance Agreement extends the Forbearance Period throughFebruary 28, 2022 , or if earlier, through the date on which a default under the Amended and Restated Forbearance Agreement or Credit Agreement occurs. During the extended Forbearance Period, the Bank will continue to forbear from exercising its rights and remedies against the Company under the Credit Agreement with respect to the Company's noncompliance with its minimum EBITDA covenant. The Amended and Restated Forbearance Agreement also makes certain adjustments to the Credit Agreement, including:
? Permitting the Company to sell its manufacturing facility in Novazzano,
net cash proceeds of approximately
? Requiring the Company to promptly repatriate approximately
net cash proceeds from the Rolla Disposition (the "Rolla Repatriation"), and
to apply$1,000,000 of such net cash proceeds to the Term Loan and the remainder to the Revolving Loans under the Credit Agreement.
? Upon completion of the Rolla Repatriation: (1) reducing the portion of the
Borrowing Base that is based on eligible inventory from the lesser of
Revolving Credit Commitment from a maximum of
$40,000,000 . When the Forbearance Period ends, the Bank's forbearance under the Forbearance Agreement will cease, and the Company is subject to a maximum Total Funded Debt to EBITDA ratio financial covenant of 3.00 to 1.00. Further, upon an event of default and upon notice from the Bank, the Company's obligations under the Loan Documents would be accelerated and become due at the default rate, and the Bank may exercise its rights and remedies under the Credit Agreement for any occurrence and continuation of default under the Credit Agreement. For the quarter endedSeptember 24, 2021 , as a result of the Forbearance Agreement, the Company was not required to meet the minimum EBITDA financial covenant. The Company expects to be in compliance with the terms of the Credit Agreement following the Forbearance Period, and therefore continues to classify its debt as long term.
The Company remains in compliance with its liquidity and other covenants, and has agreed to provide additional financial reports to BMO.
Borrowings under the Credit Agreement are secured by substantially all of the Company's personal property, including accounts receivable, inventory, machinery and equipment, and intellectual property. The Company has also pledged 100% of its equity interests in certain domestic subsidiaries and 65% of its equity interests in certain foreign subsidiaries. The Company also entered into a Collateral Assignment of Rights under Purchase Agreement for its acquisition of Veth Propulsion. To effect these security interests, the Company entered into various amendment and assignment agreements that consent to the assignment of certain agreements previously entered into between the Company and the Bank of Montreal in connection with the 2016 Credit Agreement. The Company also amended and assigned to BMO a Negative Pledge Agreement that it has previously entered into with Bank of Montreal, pursuant to which it agreed not to sell, lease or otherwise encumber real estate that it owns except as permitted by the Credit Agreement and the Negative Pledge Agreement. 22 -------------------------------------------------------------------------------- Upon the occurrence of an Event of Default, BMO may take the following actions upon written notice to the Company: (1) terminate its remaining obligations under the Credit Agreement; (2) declare all amounts outstanding under the Credit Agreement to be immediately due and payable; and (3) demand the Company to immediately Cash Collateralize L/C Obligations in an amount equal to 105% of the aggregate L/C Obligations or a greater amount if BMO determines a greater amount is necessary. If such Event of Default is due to the Company's bankruptcy, BMO may take the three actions listed above without notice to the Company. There are no material off-balance-sheet arrangements, and the Company continues to have sufficient liquidity for near-term needs. The Company had approximately$26.9 million of available borrowings under the Credit Agreement as ofSeptember 24, 2021 . The Company expects to continue to generate enough cash from operations, and have sufficient capacity under its credit facilities to meet its operating and investing needs. As ofSeptember 24, 2021 , the Company also had cash of$22.1 million , primarily at its overseas operations. These funds, with some restrictions and tax implications, are available for repatriation as deemed necessary by the Company. In accordance with the terms of the extended forbearance agreement with our bank, as described above, the Company will be repatriating approximately$7.0 million of the cash currently held inEurope during fiscal 2022. In fiscal 2022, the Company expects to contribute$0.7 million to its defined benefit pension plans, the minimum contribution required. Net working capital increased$0.9 million , or 0.8%, during the first quarter of fiscal 2022, and the current ratio remained flat at 2.4 for bothSeptember 24, 2021 andJune 30, 2021 . The increase in net working capital was primarily driven by an increase in cash and inventory, partially offset by reductions in trade receivables and assets held for sale. The Company expects capital expenditures to be approximately$9 million -$11 million in fiscal 2022. These anticipated expenditures reflect the Company's plans to invest in modern equipment and facilities, its global sourcing program and new products.
Management believes that available cash, the BMO credit facility, and potential access to debt markets will be adequate to fund the Company's capital requirements for the foreseeable future.
The Company has approximately$0.8 million of unrecognized tax benefits, including related interest and penalties, as ofSeptember 24, 2021 , which, if recognized, would favorably impact the effective tax rate. See Note H, Income Taxes, of the Condensed Consolidated Financial Statements for disclosures surrounding uncertain income tax positions. The Company maintains defined benefit pension plans for some of its operations inthe United States andEurope . The Company has established the Benefits Committee (a non-Board management committee) to oversee the operations and administration of the defined benefit plans. The Company estimates that fiscal 2022 contributions to all defined benefit plans will total$0.7 million . As ofSeptember 24, 2021 ,$0.2 million in contributions have been made. New Accounting Releases
See Note A, Basis of Presentation, to the condensed consolidated financial statements for a discussion of recently issued accounting standards.
Critical Accounting Policies The preparation of this Quarterly Report requires management's judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.
The Company's critical accounting policies are described in Item 7 of the
Company's Annual Report filed on Form 10-K for
23
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