NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Torotel, Inc. ("Torotel") conducts business primarily through its wholly owned subsidiary, Torotel Products, Inc. ("Torotel Products"). The terms “we,” “us,” “our,” and the “Company” as used in these notes 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 aerospace, industrial and military electronics.
Principles of Consolidation
The consolidated financial statements include the accounts of Torotel and its wholly owned subsidiary, Torotel Products. All significant inter-company accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Significant estimates used in preparing these consolidated financial statements include those assumed in computing the valuation allowance of inventory, the allowance for doubtful accounts receivable, the valuation allowance on deferred income tax assets, and the reserve for warranty costs. Accordingly, actual results could differ from those estimates. Any changes in estimates are recorded in the period in which they become known.
Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and accounts receivable. We grant unsecured credit to most of our customers. We do not believe that we are exposed to any extraordinary credit risk as a result of this policy. Cash balances did not exceed federally insured limits at April 30, 2019. At other various times and at April 30, 2018, cash balances exceeded federally insured limits. We have not experienced any losses in the cash accounts and we do not believe we are exposed to any significant credit risk with respect to our cash.
Fair Value of Financial Instruments
The carrying amounts of certain financial instruments, including cash, trade receivables and trade accounts payable approximate fair value due to their short maturities. As of April 30, 2019 and 2018, the amount of our long-term debt approximates fair value based on the present value of estimated future cash flows using a discount rate commensurate with a borrowing rate available to us.
Revenue Recognition
Under ASC 605 – For the Year ended April 30, 2018
Revenue is recognized when a fixed price contract or purchase order exists; delivery has occurred; and collection is reasonably assured. Selling terms are generally FOB Shipping Point so we consider our products delivered once they have been shipped and title and risk of loss have been transferred.
Under ASC 606 – For the Year ended April 30, 2019
In May 2014, the FASB issued ASU No. 2014-09,
Revenue from Contracts with Customers (Topic 606) (ASC 606)
. ASU 2014-09 supersedes the revenue recognition requirements in
Revenue Recognition (Topic 605)
, and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new
revenue recognition standard also requires disclosures that sufficiently describe the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. This ASU was amended by ASU No. 2015-14, issued in August 2015, which deferred the original effective date by one year; the effective date of this ASU is for fiscal years, and interim reporting periods within those years, beginning after December 15, 2017, using one of two retrospective application methods. In addition, the FASB issued other amendments during 2016 to ASC 606, which include implementation guidance to principal versus agent considerations, guidance to identifying performance obligations and licensing guidance and other narrow scope improvements. The Company adopted this new guidance on May 1, 2018 using the modified retrospective application method. As part of the Company's implementation plan for this new standard, the Company assessed the impact of these new standards on its business processes, business and accounting systems, and consolidated financial statements and related disclosures by evaluating the terms and conditions of samples of both standard and non-standard contracts across the Company's in-scope business segments in light of the new standards. Specifically, the Company recognized the cumulative effect of initially applying the new revenue standard as a decrease to the opening balance of accumulated deficit of $102,000 as of May 1, 2018. See Note 3 – Revenue for further details. We determine revenue recognition through the following steps:
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1)
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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)
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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.
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3)
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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, 2019 contained a significant financing component. Determining the transaction price requires significant judgment, which is discussed by revenue category in further detail below.
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4)
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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.
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5)
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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.
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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. 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 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 year 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 credit terms. Interest is not charged on past due accounts. The allowance for doubtful accounts as of both April 30, 2019 and 2018 was $12,000.
Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is determined using a FIFO approximated weighted average cost 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. The reserve for inventory as of April 30, 2019 and 2018 was $332,000 and $364,000, respectively.
Property, Plant and Equipment
Property, plant and equipment are carried at cost. Depreciation and amortization are provided in amounts sufficient to relate the costs of depreciable assets to operations primarily using the straight-line method over estimated useful lives of three to ten years for equipment and three and a half to twenty years for buildings and improvements.
Cash
For purposes of the consolidated statements of cash flows, we consider all short-term investments and demand deposits purchased with original maturity dates of three months or less to be cash.
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 statement of operations. 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.
Advertising Costs
Advertising costs are expensed as incurred. For the year ended April 30, 2019 there were no advertising costs. For the year ended April 30, 2018 advertising costs were $22,000.
Warranty Costs
We maintain a reserve for estimated warranty costs associated with products returned from customers. A limited warranty is provided for a period of one year which requires us to repair or replace defective products at no cost to the customer. The warranty reserve is based on historical experience and reflects management's best estimate of probable liability under the product warranties.
Share-Based Compensation
We have a share-based compensation plan that provides for awards of restricted stock, which is described more fully in Note 8 of the Notes to the Consolidated Financial Statements. We account for the share-based compensation plan in accordance with authoritative guidance under which the estimated fair value of share-based awards granted under our share-based compensation plan is recognized as compensation expense over the vesting period of the award.
Recently Issued Accounting Pronouncements
In February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842)
, which replaced or superseded ASC Topic 840,
Leases
, and is intended to increase the transparency and comparability of accounting for lease transactions. ASU 2016-02 requires most leases to be recognized on the balance sheet as lessees will need to recognize a right-of-use asset and a lease liability for virtually all leases with a term longer than twelve months. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For
income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting remains similar to the current model. Targeted improvements were made to lessor accounting to align, where necessary, with certain changes to the lessee model and the new revenue recognition standard. The ASU will require both quantitative and qualitative disclosures regarding key information about leasing arrangements. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, and the Company adopted the standard effective May 1, 2019. The Company elected the optional transition method that applies the new lease requirements through a cumulative-effect adjustment in the period of adoption. Based on the results of our preliminary evaluation, the most significant impact is expected to relate to the recognition of right-of-use assets and lease liabilities on the Company's condensed consolidated balance sheets for long-term operating leases and is expected to be material in the first quarter of fiscal year 2020. We have implemented a project plan where contracts and assets are being reviewed for identifying leases under the new standard, evaluating the components of the lease, determining the initial recognition of each lease liability and right-of-use asset, and presentation based on the classification of the lease as an operating or finance lease. The potential impact on our consolidated financial statements is largely based on the present value of future minimum lease payments, the amount of which will depend upon the population of leases in effect at the date of adoption. Future minimum lease payments totaled $3,456,000 as of April 30, 2019, as disclosed in Note 6 – Commitments and Contingencies. Torotel believes the impact to the financial statements will result in recognition of additional right of use assets and lease liabilities between $2,183,000 and $2,683,000. Any differences between the recognition of the right of use asset and the lease liability will be recorded as an adjustment to retained earnings.
NOTE 2—INVENTORIES
The following table summarizes the components of inventories, as of April 30 of each year:
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2019
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2018
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Raw materials
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$
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1,723,000
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$
|
1,278,000
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Work in process
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|
1,052,000
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635,000
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Finished goods
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279,000
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449,000
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$
|
3,054,000
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$
|
2,362,000
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NOTE 3—REVENUE
As described in Note 1, Torotel adopted Topic 606 on May 1, 2018.
The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of the Company's goods and services and will provide financial statement readers with enhanced disclosures as shown below.
Impacts on Consolidated Financial Statements
The following table summarizes the cumulative effect of the changes to our consolidated balance sheet as of May 1, 2018 from the adoption of ASC 606:
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Adjustments due to
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April 30, 2018
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ASC 606
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May 1, 2018
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Assets
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Contract assets
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$
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—
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$
|
102,000
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$
|
102,000
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Equity
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Accumulated deficit
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$
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(8,743,000)
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$
|
102,000
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$
|
(8,641,000)
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In accordance with the new revenue recognition requirements relative to the revenue recognition requirements under ASC 605, the disclosure of the impact of adoption on our consolidated balance sheet, consolidated statement of operations, and consolidated statement of cash flows as of and for the year ended April 30, 2019 was as follows:
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Balances Without Adoption
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of ASC 606
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Effect of Change
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As Reported
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as of April 30, 2019
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Higher/(Lower)
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Balance Sheet
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Contract assets
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$
|
1,104,000
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$
|
—
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|
$
|
1,104,000
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Inventories
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3,054,000
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3,612,000
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(558,000)
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Accumulated deficit
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(7,999,000)
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(7,453,000)
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(546,000)
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Balances Without Adoption
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of ASC 606 for the
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Effect of Change
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As Reported
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year ended April 30, 2019
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Higher/(Lower)
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Statement of Operations
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Net sales
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$
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20,555,000
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|
$
|
19,451,000
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|
$
|
1,104,000
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Cost of goods sold
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13,591,000
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|
|
13,033,000
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|
|
558,000
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Gross profit
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|
|
6,964,000
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|
|
6,418,000
|
|
|
546,000
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Income from operations
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|
767,000
|
|
|
221,000
|
|
|
546,000
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Income before income tax expense
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|
655,000
|
|
|
109,000
|
|
|
546,000
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|
Net income
|
|
|
642,000
|
|
|
96,000
|
|
|
546,000
|
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Statement of Cash Flows
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Net income
|
|
$
|
642,000
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|
$
|
96,000
|
|
$
|
546,000
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Contract assets
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|
|
(1,002,000)
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|
|
—
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|
|
(1,002,000)
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Inventories
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(692,000)
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|
|
(1,250,000)
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|
558,000
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Net cash used in operating activities
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(453,000)
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|
|
(453,000)
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—
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Disaggregation of Revenue
The following tables summarize revenue from contracts with customers for the fiscal year ended April 30, 2019.
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Balances Without Adoption
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|
|
|
|
|
|
|
|
of ASC 606 for the
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Effect of Change
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As Reported
|
|
year ended April 30, 2019
|
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Higher/(Lower)
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Markets
|
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Commercial Aerospace
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|
$
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7,690,000
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|
$
|
7,616,000
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|
$
|
74,000
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Defense
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|
11,849,000
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|
|
10,822,000
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|
|
1,027,000
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Industrial
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|
|
1,016,000
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|
|
1,013,000
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|
|
3,000
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Total consolidated net sales
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$
|
20,555,000
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|
$
|
19,451,000
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|
$
|
1,104,000
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Balances Without Adoption
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|
|
|
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|
|
|
|
of ASC 606 for the
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Effect of Change
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As Reported
|
|
year ended April 30, 2019
|
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Higher/(Lower)
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Product Line
|
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Magnetic components
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$
|
10,600,000
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$
|
10,197,000
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$
|
403,000
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|
Potted coil assembly
|
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|
5,751,000
|
|
|
5,094,000
|
|
|
657,000
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Electro-mechanical assemblies
|
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3,920,000
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|
|
3,876,000
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|
44,000
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|
Large transformers
|
|
|
284,000
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|
|
284,000
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|
|
—
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Total consolidated net sales
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$
|
20,555,000
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|
$
|
19,451,000
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|
$
|
1,104,000
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|
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Balances Without Adoption
|
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|
|
|
|
|
|
|
|
of ASC 606 for the
|
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Effect of Change
|
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|
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As Reported
|
|
year ended April 30, 2019
|
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Higher/(Lower)
|
|
Geography
|
|
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|
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Domestic
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$
|
18,472,000
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|
$
|
17,392,000
|
|
$
|
1,080,000
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Foreign
|
|
|
2,083,000
|
|
|
2,059,000
|
|
|
24,000
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|
Total consolidated net sales
|
|
$
|
20,555,000
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|
$
|
19,451,000
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|
$
|
1,104,000
|
Contract balances
All receivable balances relate to customer contracts entered into during the fiscal year 2019. We have no contract liabilities other than customer deposits which represent prepaid consideration for contracts with customers. There have been no significant adjustments to contract asset balances related to contract modifications. We have certain customers totaling revenue of $4,301,000 with variable payment terms related to discounts in the amount of $32,000 in fiscal year 2019.
Remaining performance obligation
As of April 30, 2019, the aggregate amount of the contracted revenues allocated to our unsatisfied (or partially unsatisfied) performance obligations was $4,591,000. The balance of unsatisfied performance obligations excludes contracts with original maturities of one year or less. We expect to recognize revenue as we satisfy our remaining performance obligations. Total remaining performance obligation to be recognized in fiscal year 2020 is expected to be $4,571,000. Total remaining performance obligation to be recognized in fiscal year 2021 is expected to be $20,000.
NOTE 4—FINANCING AGREEMENTS
Torotel Products had a financing agreement (the “previous financing agreement”) with Commerce Bank, N.A. that provided for a revolving line of credit, a guidance line of credit, and a real estate term loan. Torotel was the guarantor to all promissory notes under the previous financing agreement. On October 19, 2018, the debt that was outstanding under the previous financing agreement was fully repaid and extinguished, with an aggregate payoff amount of approximately $1,625,000 and an immaterial early prepayment fee.
On October 19, 2018, Torotel entered into three new business loan agreements (the “financing agreements”) with Cornerstone Bank (the “Bank”). The financing agreements provide for an asset-backed revolving line of credit, a guidance
line of credit, and a real estate term loan. A summary of the notes issued under the financing agreements and debt outstanding as of April 30, 2018 and April 30, 2019 is provided below:
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|
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|
|
|
|
|
|
2019
|
|
|
2018
|
|
6.25% asset-based revolving line of credit with a maturity date of October 19, 2019
|
|
$
|
975,000
|
|
$
|
-
|
|
6.25% guidance line of credit with a maturity date of October 19, 2019
|
|
|
54,000
|
|
|
-
|
|
5.35% mortgage note payable in monthly installments of $5,573, including interest, with final payment of $690,829 due October 19, 2023
|
|
|
795,000
|
|
|
-
|
|
Capital lease obligations (see Note 6)
|
|
|
98,000
|
|
|
170,000
|
|
4.05% mortgage note payable in monthly installments of $4,873, including interest, with final payment of $349,000 due January 27, 2019*
|
|
|
-
|
|
|
373,000
|
|
4.00% working capital line of credit with a maturity date of October 20, 2018*
|
|
|
-
|
|
|
751,000
|
|
4.00% building line of credit with a maturity date of October 20, 2018*
|
|
|
-
|
|
|
465,000
|
|
Borrowings under an equipment financing line of credit:
|
|
|
|
|
|
|
|
4.75% note payable in monthly installments of $2,269, including interest, with final payment made on May 27, 2018*
|
|
|
-
|
|
|
2,000
|
|
4.05% note payable in monthly installments of $3,680, including interest, with final payment due January 10, 2020*
|
|
|
-
|
|
|
75,000
|
|
Total long-term debt
|
|
|
1,922,000
|
|
|
1,836,000
|
|
Less current installments
|
|
|
1,121,000
|
|
|
1,706,000
|
|
Long-term debt, excluding current installments
|
|
$
|
801,000
|
|
$
|
130,000
|
* Represents amounts previously due under the previous financing agreement that were repaid in full in October 2018.
The asset-based revolving line of credit is intended to be used for working capital purposes and has a capacity of $1,250,000. The asset-based revolving line of credit is renewable annually upon mutual agreement of Torotel and the Bank. The associated interest rate is equal to the greater of the floating Cornerstone Bank Corporate Base Rate (6.25% as of April 30, 2019) or a floor of 5%. Monthly repayments of interest only are required under the asset-based revolving line of credit promissory note with the principal due at maturity. The borrowing base of the revolving line of credit is limited to 80% of eligible accounts receivable, plus 50% of eligible inventory, plus 80% of eligible equipment. This asset-based revolving line of credit is cross collateralized and cross defaulted with all other financing agreements of Torotel with the Bank. Pursuant to a Commercial Security Agreement dated October 19, 2018, between Torotel and the Bank (the “Commercial Security Agreement”), which was entered into in connection with the financing agreements, the asset-based revolving line of credit is secured by a first lien on all business assets of Torotel. Under the revolving line of credit, if the aggregate principal amount of the outstanding advances exceeds the applicable borrowing base, Torotel must pay the Bank an amount equal to the difference between the outstanding principal balance of the revolving line of credit and the borrowing base.
The equipment note is a guidance line of credit to be used for equipment purchases and has a capacity of $250,000 with a 12-month term that is renewable annually upon mutual agreement of Torotel and the Bank. Monthly repayments of interest are required, with principal due at maturity. The associated advance rate is equal to the greater of the floating Cornerstone Bank Corporate Base Rate (currently 6.25%) or a floor of 5% (as listed above). Monthly repayments of interest only are required, with the principal due at maturity. This note is cross collateralized and cross defaulted with all other financing agreements of Torotel and is secured by a purchase money security interest in the assets purchased as well as a first lien on all business assets of Torotel. Upon execution of the agreement, Torotel received initial advances of $54,000 under the guidance line of credit.
The real estate term loan is in the principal amount of $815,000 and has a 5-year term with a 20-year amortization period, with the balance at maturity on October 19, 2023. The associated interest rate is fixed at 5.35%. Monthly repayments of approximately $5,573, consisting of both interest and principal, are required. The final payment of approximately $690,829 is due on the maturity date. This real estate term loan is cross collateralized and cross defaulted
with the other financing agreements. The real estate term loan is secured by a first lien priority real estate mortgage on the property located at 620 North Lindenwood Drive in Olathe, Kansas pursuant to the Commercial Security Agreement.
The financing agreements contain customary representations, warranties, and covenants of Torotel for the benefit of the Bank, as well as customary default provisions. Other than the borrowing base limitations under the asset-based revolving line of credit, none of the financing agreements requires Torotel to comply with any financial covenants. Prepayments are allowed without penalty under all of the financing agreements.
The amount of long-term debt maturities by year is as follows:
|
|
|
|
|
|
|
Year Ending April 30,
|
|
Amount
|
|
|
2020
|
|
$
|
1,121,000
|
|
|
2021
|
|
|
47,000
|
|
|
2022
|
|
|
23,000
|
|
|
2023
|
|
|
25,000
|
|
|
2024
|
|
|
706,000
|
|
|
|
|
$
|
1,922,000
|
|
Irrevocable Standby Letter of Credit
Under the terms of a lease amendment for its manufacturing facility located in Olathe, Kansas (see Note 6), Torotel provided the landlord an irrevocable standby letter of credit in the original amount of $300,000 as additional security. The balance under the letter of credit will automatically reduce in accordance with the below schedule if not drawn upon:
|
|
|
|
|
|
|
Date of Reduction
|
|
Amount of Reduction
|
|
Balance of Letter of Credit
|
|
January 1, 2020
|
$
|
75,000
|
$
|
225,000
|
|
January 1, 2021
|
|
75,000
|
|
150,000
|
|
January 1, 2022
|
|
75,000
|
|
75,000
|
|
January 1, 2023
|
|
75,000
|
|
-
|
NOTE 5—INCOME TAXES
The components of the provision (benefit) for income taxes are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
|
Current tax expense (benefit)
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
(34,000)
|
|
$
|
—
|
|
|
State
|
|
|
13,000
|
|
|
2,000
|
|
|
|
|
|
(21,000)
|
|
|
2,000
|
|
|
Deferred tax expense
|
|
|
|
|
|
|
|
|
Federal
|
|
|
34,000
|
|
|
612,000
|
|
|
State
|
|
|
—
|
|
|
67,000
|
|
|
|
|
|
34,000
|
|
|
679,000
|
|
|
Total income tax provision
|
|
$
|
13,000
|
|
$
|
681,000
|
|
The provision for income taxes reflected in the consolidated statements of operations differs from the amounts computed at the federal statutory tax rates.
The principal differences between our statutory income tax expense and the effective provision for income taxes are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
|
Computed tax expense at statutory rates
|
|
$
|
137,000
|
|
$
|
(405,000)
|
|
|
Permanent differences
|
|
|
6,000
|
|
|
11,000
|
|
|
State tax and credits
|
|
|
56,000
|
|
|
(49,000)
|
|
|
Adjustments required by change in method of accounting as a result of adopting ASC 606
|
|
|
31,000
|
|
|
—
|
|
|
Return to provision
|
|
|
—
|
|
|
6,000
|
|
|
Impact of federal rate change
|
|
|
—
|
|
|
467,000
|
|
|
Increase (decrease) in valuation allowance
|
|
|
(217,000)
|
|
|
651,000
|
|
|
|
|
$
|
13,000
|
|
$
|
681,000
|
|
We have available as benefits to reduce future income taxes, subject to applicable limitations, estimated federal net operating loss carryforward amounts as described below.
|
|
|
|
|
|
|
|
|
Net Operating Loss
|
|
|
Year of Expiration
|
|
Carryforwards
|
|
|
2037
|
|
$
|
48,000
|
|
|
2038
|
|
|
909,000
|
|
|
|
|
$
|
957,000
|
|
The following table summarizes the components of the net deferred income tax asset:
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
|
Net operating loss carryforwards
|
|
$
|
226,000
|
|
$
|
574,000
|
|
|
Inventory valuation reserve
|
|
|
89,000
|
|
|
98,000
|
|
|
Loss on equity and impairment in investee
|
|
|
301,000
|
|
|
301,000
|
|
|
Tax credit carryforward
|
|
|
34,000
|
|
|
68,000
|
|
|
Adjustments required by change in method of accounting as a result of adopting ASC 606
|
|
|
(31,000)
|
|
|
—
|
|
|
Cost of sales adjustment from ASC 606
|
|
|
163,000
|
|
|
—
|
|
|
Depreciation expense
|
|
|
(111,000)
|
|
|
(118,000)
|
|
|
Uniform capitalization
|
|
|
19,000
|
|
|
12,000
|
|
|
Bad debt reserve
|
|
|
3,000
|
|
|
3,000
|
|
|
Warranty reserve
|
|
|
9,000
|
|
|
80,000
|
|
|
Accrued vacation
|
|
|
7,000
|
|
|
12,000
|
|
|
Accrued bonuses
|
|
|
42,000
|
|
|
19,000
|
|
|
Accrued commissions
|
|
|
16,000
|
|
|
16,000
|
|
|
Claims reserve
|
|
|
7,000
|
|
|
7,000
|
|
|
Stock compensation
|
|
|
76,000
|
|
|
47,000
|
|
|
Deferred rent
|
|
|
55,000
|
|
|
36,000
|
|
|
Other
|
|
|
—
|
|
|
1,000
|
|
|
|
|
|
905,000
|
|
|
1,156,000
|
|
|
Less: valuation allowance
|
|
|
(871,000)
|
|
|
(1,088,000)
|
|
|
|
|
$
|
34,000
|
|
$
|
68,000
|
|
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act make broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate from 35 percent to 21 percent effective for tax years beginning after January 1, 2018; (2) extending bonus depreciation that will allow for full expensing of qualified property; and, (3) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized. The
corporate tax rate change is administratively effective at the beginning of our fiscal year, using a blended statutory rate of 30.4% for the annual period.
The Company’s financial statements for the year ended April 30, 2018, reflect certain effects of the Act, which includes a reduction in the corporate tax rate from 34% to 21%, as well as other changes. As a result of the changes to tax laws and tax rates under the Act, the Company incurred incremental income tax expense of $467,000 during the year ended April 30, 2018, which consisted primarily of the remeasurement of deferred tax assets and liabilities from a 34% to a 21% tax rate.
As of April 30, 2018, the Company had federal minimum tax credit carryforwards of $68,000. In 2019, 50% of the federal minimum tax credit carryforwards were refunded.
We record deferred income tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence. Positive evidence includes, but is not limited to the following: cumulative earnings in recent years, earnings expected in future years, excess appreciated asset value over the tax basis and positive industry trends. Negative evidence includes, but is not limited to the following: cumulative losses in recent years, earnings expected in future years, a history of operating losses or tax credit carryforwards expiring, and adverse industry trends. Cumulative losses in recent years are significant negative evidence when determining the need for a valuation allowance. During the fourth quarter of the fiscal year ending April 30, 2018 the Company determined that is was no longer in a positive cumulative earnings position for the three-year period ended April 30, 2018.
The net change in the valuation allowance for the year ended April 30, 2019 was a decrease of $217,000. Valuation allowances are reviewed on a quarterly basis and adjustments made as appropriate. The decrease in the valuation allowance in 2019 resulted from utilization of NOLs and credits.
The Company's determination of the realizable deferred tax assets requires the exercise of significant judgment, based in part on business plans and expectations about future outcomes. In the event the actual results differ from these estimates in future periods, the Company may need to adjust the valuation allowance, which could materially impact our financial position and results of operations. The Company will continue to assess the need for a valuation allowance in future periods. As of April 30, 2019 and 2018, the Company maintained a valuation allowance of $871,000 and $1,088,000, respectively, for its deferred tax assets.
As of April 30, 2019, the federal tax returns for the fiscal years ended 2016 through 2018 remain subject to examination and assessment. Fiscal years ending before 2016 remain open solely for purposes of examination of our loss and credit carryforwards. As of April 30, 2019, the Company has no federal or state examinations ongoing.
We recognize accrued interest and penalties related to unrecognized tax benefits, as well as interest received from favorable tax settlements, within income tax expense. As of April 30, 2019 and 2018, we recorded no accrued interest or penalties related to uncertain tax positions. We expect no significant change in the amount of unrecognized tax benefit, accrued interest or penalties within the next twelve months.
NOTE 6—COMMITMENTS AND CONTINGENCIES
As part of our ongoing operations, we enter into arrangements that obligate us to make future payments to various parties. Some of these contractual obligations are not reflected on the accompanying consolidated balance sheets due to the nature of the obligations. Such obligations include operating leases for production space and for equipment.
On July 10, 2014, we entered into a real estate lease agreement in Hatfield, Pennsylvania to lease approximately 5,000 square feet for manufacturing electromechanical assemblies and other transformers. This agreement commenced on August 1, 2014 and continues through July 31, 2019. During fiscal year 2019, the lease was automatically extended, as stated within the original lease agreement, for an additional one year period to July 31, 2020.
On October 31, 2016, Torotel entered into the Second Amendment (“Second Amendment”) to the lease for its Rogers Road facility located in Olathe, Kansas. The Second Amendment became effective as of April 1, 2017, and served to extend the lease term through December 31, 2026 and expand the leased space from approximately 14,137 square feet to approximately 72,388 square feet. The Second Amendment provides that through December 31, 2018, the monthly base rate is $26,844, and subsequently through December 31, 2019 and 2020, the monthly base rate is $29,257 and $32,876, respectively, escalating annually thereafter as previously disclosed in our other public filings. The Second Amendment required Torotel to increase its security deposit from $12,750 to $55,000 and provide a letter of credit as additional security. Additionally, the Second Amendment addressed other terms and conditions by which Torotel is leasing the facility or may terminate the lease, and provided Torotel two separate options to extend the lease term for additional five year periods.
Future minimum lease payments on operating leases are as follows:
|
|
|
|
|
|
|
|
Capital
|
Operating
|
|
Fiscal Years Ending April 30,
|
Leases
|
Leases
|
|
2020
|
$
|
75,000
|
$
|
441,000
|
|
2021
|
|
27,000
|
|
418,000
|
|
2022
|
|
—
|
|
430,000
|
|
2023
|
|
—
|
|
442,000
|
|
2024
|
|
—
|
|
452,000
|
|
2025
|
|
—
|
|
456,000
|
|
2026
|
|
—
|
|
467,000
|
|
2027
|
|
—
|
|
350,000
|
|
|
|
102,000
|
|
3,456,000
|
|
Less: Amounts representing interest
|
|
(4,000)
|
|
—
|
|
Total
|
$
|
98,000
|
$
|
3,456,000
|
The gross amount of assets recorded under capital leases amounted to $225,000 of equipment.
Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease including any periods free of rent. Total rent expense for all operating leases for the fiscal years ended April 30, 2019 and 2018 was $650,000 and $596,000, respectively.
Torotel is subject to legal proceedings and claims that arise in the normal course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the financial position or results of operations of Torotel.
NOTE 7—EMPLOYEE INCENTIVE PLANS
Short-term Cash Incentive Plan
The Short-term Cash Incentive Plan ("STIP") became effective for fiscal year 2008. The purpose of the STIP is to promote the long-term financial performance of Torotel by providing key employees with the opportunity to earn cash awards for accomplishing annual goals for Return on Capital Employed ("ROCE") as defined in the STIP. For the years ended April 30, 2019 and 2018, there were no short-term cash incentive plan expenses.
Long-term Incentive Plans
The Long-term Incentive Plans ("LTIPs"), which consist of a Stock Award Plan and a Long-term Cash Incentive Plan, also became effective for fiscal year 2008. The purpose of the LTIPs is to provide incentives that will attract and retain highly competent persons as key employees to promote the long-term financial performance of Torotel by providing key employees an opportunity to earn stock and cash awards for accomplishing long-range goals for sales growth, earnings
growth, ROCE and debt to equity, as defined and measured in each of the Stock Award Plan and the Long-term Cash Incentive Plan.
Stock Award Plan
The Stock Award Plan ("SAP"), which did not require shareholder approval, provides key employees the opportunity to acquire common stock of Torotel pursuant to awards earned for accomplishing goals that promote the long-term financial performance of Torotel. Under the terms of the SAP, stock awards are in the form of restricted stock having a 5-year restriction period, which shall lapse, based on certain conditions as outlined in the SAP. All stock awards are represented by a Restricted Stock Agreement, which afford the grantees all of the rights of a stockholder with respect to the award shares, including the right to vote such shares and to receive dividends and other distributions payable with respect to such shares since the date of award.
Long-term Cash Incentive Plan
The Long-term Cash Incentive Plan ("LTCIP") provides key employees with the opportunity to earn cash awards for accomplishing plan goals based on predetermined targets for average annual sales and earnings growth, ROCE and debt to equity. Under the terms of the LTCIP, awards will not be paid if Torotel's performance on any LTCIP metric is less than the threshold level of performance defined for that LTCIP metric. For the years ended April 30, 2019 and 2018, total long-term cash incentive plan expense was $0 for both years.
Performance Bonus
We provided discretionary performance bonuses for employees. Total expense for these bonuses was $209,000 and $71,000 for the years ended April 30, 2019 and 2018.
401(k) Retirement Plan
We have a 401(k) Retirement Plan for Torotel’s employees. Employer contributions to that plan are at the discretion of the Board of Directors. Employer contributions to the plan for the years ended April 30, 2019 and 2018 were $148,000 and $137,000, respectively.
NOTE 8—RESTRICTED STOCK AGREEMENTS
Restricted Stock Agreements, and stock awards thereunder, are authorized by the Compensation and Nominating Committee (the "Committee") and the Board of Directors of Torotel (the "Board"). The terms of the Restricted Stock Agreements afford the grantees all of the rights of a stockholder with respect to the award shares, including the right to vote such shares and to receive dividends and other distributions payable with respect to such shares since the date of award. Under the terms of each agreement, the non-vested shares are restricted as to disposition and subject to forfeiture under certain circumstances. The Restricted Stock Agreements further provide, subject to certain conditions, that if prior to all of the restricted shares having vested, we undergo a change in control, then all of the restricted shares shall be vested and no longer subject to restrictions under the Restricted Stock Agreements. The restricted shares are treated as non-vested stock; accordingly, the fair value of the restricted stock at the date of award is offset against capital in excess of par value in the accompanying consolidated balance sheets under stockholders' equity.
Restricted Stock Grants
On September 21, 2016, we entered into Restricted Stock Agreements (“2016 Agreements”) with three key employees for the grant of an aggregate total of 730,000 restricted shares of the Company's common stock (the “Shares”). The Shares were granted, and the 2016 Agreements were entered into, pursuant to the SAP. The award of the Shares was authorized by both the Committee and the Board as a whole on September 19, 2016. Except for the number of shares granted to each recipient, the terms of each of the 2016 Agreements are identical. In fiscal year 2017, 350,000 shares of restricted common stock granted under the SAP in 2013 were reverted to treasury shares because it was determined that it was unlikely that the requisite financial performance metrics for the restrictions on such shares to lapse would be achieved.
The Shares were granted subject to restrictions that prohibit them from being sold, assigned, pledged or otherwise disposed of until the restrictions lapse. The restrictions will lapse on the fifth anniversary of the date of grant if during the five year restriction period, (1) the Company's cumulative annual growth in revenue is at least 10%, and (2) the average economic value added as a percentage of revenue is at least 2%. The economic value added, which attempts to capture the true economic profit, will be calculated as the operating profit less the cost of capital with adjustments made for taxes. The restrictions will also lapse, if prior to the fifth anniversary of the date of grant, (1) the grantee's employment with the Company is terminated by reason of disability, (2) the grantee dies, or (3) the Committee, in its sole discretion, terminates the restrictions. If the restrictions on the Shares have not lapsed by the fifth anniversary of the date of grant, the Shares will be forfeited to the Company. For the years ended April 30, 2019 and 2018, there were no stock award plan expenses.
Stock Compensation Costs and Restricted Stock Activity
Total stock compensation cost for both years ended April 30, 2019 and 2018, was $108,000.
.
Restricted stock activity for each year ended through April 30 is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
|
|
|
Restricted
|
|
Weighted
|
|
Restricted
|
|
Weighted
|
|
|
|
|
Shares
|
|
Average
|
|
Shares
|
|
Average
|
|
|
|
|
Under
|
|
Grant
|
|
Under
|
|
Grant
|
|
|
|
|
Option
|
|
Price
|
|
Option
|
|
Price
|
|
|
Outstanding at May 1
|
|
730,000
|
|
$
|
0.740
|
|
730,000
|
|
$
|
0.740
|
|
|
Granted
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
Outstanding at April 30
|
|
730,000
|
|
$
|
0.740
|
|
730,000
|
|
$
|
0.740
|
|
NOTE 9—STOCKHOLDERS' EQUITY
The changes in shares of common stock outstanding as of April 30 of each year are summarized as follows:
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
|
Balance, May 1
|
|
5,995,750
|
|
5,995,750
|
|
|
Shares released from treasury for restricted stock grants
|
|
—
|
|
—
|
|
|
Newly issued shares for restricted stock grants
|
|
—
|
|
—
|
|
|
Shares reverted to treasury for restricted stock forfeitures
|
|
—
|
|
—
|
|
|
Balance, April 30
|
|
5,995,750
|
|
5,995,750
|
|
NOTE 10—EARNINGS (LOSS) PER SHARE
Basic and diluted earnings per share are computed using the two-class method. The two-class method is an earnings allocation formula that determines net income per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. Per share amounts are computed by dividing net income attributable to common shareholders by the weighted average shares outstanding during each period.
The basic earnings (loss) per common share were computed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
|
2019
|
|
2018
|
|
|
Net income (loss)
|
|
$
|
642,000
|
|
$
|
(2,015,000)
|
|
|
Amounts allocated to participating securities (nonvested restricted shares)
|
|
|
(78,000)
|
|
|
—
|
|
|
Net income (loss) attributable to common shareholders
|
|
$
|
564,000
|
|
$
|
(2,015,000)
|
|
|
Basic weighted average common shares
|
|
|
5,265,750
|
|
|
5,265,750
|
|
|
Earnings (loss) per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share
|
|
$
|
0.11
|
|
$
|
(0.38)
|
|
ASC 260, Earnings per Share, provides that unvested share-based payment awards that contain non-forfeitable rights to dividends are considered to be participating securities and must be included in the computation of earnings per share pursuant to the two-class method. Diluted earnings per share is not presented as we do not have any shares considered incremental and dilutive.
NOTE 11—ACCRUED LIABILITIES
Accrued liabilities as of April 30 of each year consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
|
Employee related expenses:
|
|
|
|
|
|
|
|
|
Accrued payroll
|
|
$
|
286,000
|
|
$
|
167,000
|
|
|
Accrued payroll taxes
|
|
|
22,000
|
|
|
13,000
|
|
|
Accrued employee benefits
|
|
|
165,000
|
|
|
129,000
|
|
|
|
|
$
|
473,000
|
|
$
|
309,000
|
|
|
Other, including interest:
|
|
|
|
|
|
|
|
|
Warranty reserve
|
|
$
|
22,000
|
|
$
|
300,000
|
|
|
Property taxes
|
|
|
20,000
|
|
|
18,000
|
|
|
Deferred rent
|
|
|
206,000
|
|
|
129,000
|
|
|
Other
|
|
|
103,000
|
|
|
61,000
|
|
|
|
|
$
|
351,000
|
|
$
|
508,000
|
|
|
|
|
$
|
824,000
|
|
$
|
817,000
|
|
The changes in warranty reserve as of April 30 of each year are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
|
Balance, May 1
|
|
$
|
300,000
|
|
$
|
24,000
|
|
|
Credit memos issued
|
|
|
(212,000)
|
|
|
(52,000)
|
|
|
Provision for warranty accrual
|
|
|
(66,000)
|
|
|
328,000
|
|
|
Balance, April 30
|
|
$
|
22,000
|
|
$
|
300,000
|
|
NOTE 12—CUSTOMER DEPOSITS
For certain customers, we collect payment at the time the order is placed. These deposits are classified as a liability and will be recognized as revenue at the time of shipment in accordance with our revenue recognition policy. As of April 30, 2019 and April 30, 2018 we had approximately $24,000 and $219,000, respectively in customer deposits related to this arrangement.
NOTE 13—SELF-INSURANCE CAPTIVE
We are a member of a limited liability company formed as an insurance association captive (the "captive") in order to provide partially self-insured health benefits to our employees that elect coverage under the plan. Our membership percentage in this captive is approximately 0.5% and represents an investment of $87,000. Therefore, our investment is accounted for utilizing the cost method of accounting. Our risk of loss is limited to our investment in the captive and we are not required to fund additional capital to the captive in the event of negative capital accounts. Our share of net income from the captive is based on our ratio of contribution to the captive. No income has been allocated in either fiscal year 2019 or 2018.
We maintain a reserve for incurred but not reported medical claims and claim development. Our reserve is an estimate based on historical experience and other assumptions, some of which are subjective. We adjust our self-insured medical benefits reserve as we experience changes due to medical inflation, changes in the number of plan participants and changes to specific cases. Our total reserve for these claims for both fiscal years ended April 30, 2019 and 2018 was $25,000.
NOTE 14—NET SALES BY PRODUCT LINE AND GEOGRAPHY
Torotel’s net sales by market, product line and geography for the periods presented were as follows:
|
|
|
|
|
|
|
|
|
Years ended April 30,
|
|
2019
|
|
2018
|
|
Commercial Aerospace
|
|
$
|
7,690,000
|
|
|
7,830,000
|
|
Defense
|
|
|
11,849,000
|
|
|
9,611,000
|
|
Industrial
|
|
|
1,016,000
|
|
|
955,000
|
|
Total consolidated net sales
|
|
$
|
20,555,000
|
|
$
|
18,396,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended April 30,
|
|
2019
|
|
2018
|
|
|
Magnetic components
|
|
$
|
10,600,000
|
|
$
|
9,251,000
|
|
|
Potted coil assembly
|
|
|
5,751,000
|
|
|
5,962,000
|
|
|
Electro-mechanical assemblies
|
|
|
3,920,000
|
|
|
3,060,000
|
|
|
Large transformers
|
|
|
284,000
|
|
|
123,000
|
|
|
Total consolidated net sales
|
|
$
|
20,555,000
|
|
$
|
18,396,000
|
|
|
|
|
|
|
|
|
|
|
Years ended April 30,
|
|
2019
|
|
2018
|
|
Domestic
|
|
$
|
18,472,000
|
|
$
|
16,237,000
|
|
Foreign
|
|
|
2,083,000
|
|
|
2,159,000
|
|
Total consolidated net sales
|
|
$
|
20,555,000
|
|
$
|
18,396,000
|
The amounts presented above for fiscal year 2018 are recognized under ASC 605. The amounts presented for fiscal year 2019 are recognized under ASC 606. See the policy on revenue recognition within Note 1 and further disclosures of the effects associated with the adoption of ASC 606 within Note 3 – Revenue.
Torotel currently has a primary base of approximately 15 customers that provide nearly 91% of its annual sales volume. Sales to two major customers as a percentage of consolidated net sales for the fiscal year ended April 30, 2019 was 30% and 21% respectively. Sales to two major customers as a percentage of consolidated net sales for the fiscal year ended April 30, 2018 was 34% and 18% respectively. Trade receivables from one major customer as a percentage of consolidated net trade receivables for the fiscal years ended April 30, 2019 and 2018 was 15% and 36%, respectively.
NOTE 15—LEASED PROPERTY
On February 15, 2019, a lease agreement became effective for tenant occupancy of the 23,924 square foot building owned by Torotel. Monthly installment payments of $11,500 began to be paid to us on March 1, 2019. The lease is for a sixty-two month term with monthly payments escalating periodically from $11,500 to $15,500. The tenant has the right to elect to purchase the building. The election to purchase must be made within the lease term or Torotel is not prohibited from placing the building up for public sale.
Torotel’s leased property by asset category was as follows:
|
|
|
|
|
|
Year ended April 30,
|
|
2019
|
|
Land
|
|
$
|
265,000
|
|
Buildings and improvements
|
|
|
1,000,000
|
|
|
|
|
1,265,000
|
|
Less accumulated depreciation
|
|
|
(659,000)
|
|
Net leased property
|
|
$
|
606,000
|
Depreciation resulting from the leased property amounted to $35,000 during fiscal year 2019.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
ITEM 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Exchange Act, as of April 30, 2019 and based on that evaluation have concluded that these disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework contained in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of April 30, 2019.
Changes in Internal Control over Financial Reporting
No change in our internal control over financial reporting occurred during the three-month period ending April 30, 2019, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. Other Information
None.
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated herein by reference to the information contained in our definitive proxy statement to be filed with the SEC no later than 120 days after the end of our most recent fiscal year in connection with our 2019 Annual Meeting of Shareholders.
Code of Business Conduct and Ethics
Torotel has adopted a Code of Business Conduct and Ethics (the "Code") for directors, executive officers, and significant employees. A copy of the Code is posted on Torotel's Internet website at www.torotelinc.com. If an amendment is made to, or a waiver granted of, a provision of the Code that applies to Torotel's principal executive officer or principal financial officer where such amendment or waiver is required to be disclosed under applicable SEC rules, Torotel intends to disclose such amendment or waiver and the reasons therefore on its Internet website at www.torotelinc.com within four business days following any such amendment or waiver and will keep the information available on the website for at least twelve months. Following the twelve-month posting period, the information will be retained for a minimum of five years.
ITEM 11. Executive Compensation
The information required by this item is incorporated herein by reference to the information contained in our definitive proxy statement to be filed with the SEC no later than 120 days after the end of our most recent fiscal year in connection with our 2019 Annual Meeting of Shareholders.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated herein by reference to the information contained in our definitive proxy statement to be filed with the SEC no later than 120 days after the end of our most recent fiscal year in connection with our 2019 Annual Meeting of Shareholders.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated herein by reference to the information contained in our definitive proxy statement to be filed with the SEC no later than 120 days after the end of our most recent fiscal year in connection with our 2019 Annual Meeting of Shareholders.
ITEM 14. Principal Accounting Fees and Services
The information required by this item is incorporated herein by reference to the information contained in our definitive proxy statement to be filed with the SEC no later than 120 days after the end of our most recent fiscal year in connection with our 2019 Annual Meeting of Shareholders.
PART IV
ITEM 15. Exhibits, Financial Statement Schedules
(a)
|
|
|
|
|
(b) Exhibits (Electronic Filing Only)
|
|
|
|
|
|
Exhibit 3.1
|
|
Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 of Form 8-K filed with the SEC on September 25, 2009, SEC File Number 001-08125)
|
|
Exhibit 3.2
|
|
Amended and Restated By-laws (incorporated by reference to Exhibit 3.2 of Form 10-Q filed with the SEC on March 13, 2018, SEC File Number 001-08125)
|
|
Exhibit 4.1*
|
|
Description of Capital Stock
|
|
Exhibit 10.1#
|
|
Form of Amended and Restated Employment Agreement (incorporated by reference to Exhibit 10.1 of Form 8-K filed with the SEC on July 7, 2006, SEC File Number 001-08125)
|
|
Exhibit 10.2#
|
|
Form of Restricted Stock Agreement, approved September 19, 2016 (incorporated by reference to Exhibit 10.1 of Form 8-K filed with the SEC on September 22, 2016, SEC File Number 001-08125)
|
|
Exhibit 10.3#
|
|
Short-term Cash Incentive Plan (incorporated by reference to Exhibit 10.8 of Form 10-KSB filed with the SEC on July 30, 2007, SEC File Number 001-08125)
|
|
Exhibit 10.4#
|
|
Stock Award Plan (incorporated by reference to Exhibit 10.9 of Form 10-KSB filed with the SEC on July 30, 2007, SEC File Number 001-08125)
|
|
Exhibit 10.5#
|
|
Long-term Cash Incentive Plan (incorporated by reference to Exhibit 10.10 of Form 10-KSB filed with the SEC on July 30, 2007, SEC File Number 001-08125)
|
|
Exhibit 10.6
|
|
Standard Industrial/Commercial Multi-Tenant Lease - Net dated July 30, 2010 by and between 96-OP Prop, LLC, and Torotel (Incorporated by reference to Exhibit 10.8 of Form 8-K filed with the SEC on August 4, 2010, SEC File Number 001-08125)
|
|
Exhibit 10.7
|
|
First Amendment to Lease dated December 20, 2013 by and between 96-OP Prop, L.L.C., and Torotel (incorporated by reference to Exhibit 10.1 of Form 8-K filed with the SEC on December 24, 2013, SEC File Number 001-08125)
|
|
Exhibit 10.8
|
|
Second Amendment to Lease, dated October 31, 2016 by and between 96-OP Prop. L.L.C. and Torotel (incorporated by reference to Exhibit 10.1 of Form 8-K filed with the SEC on November 4, 2016, SEC File Number 001-08125)
|
|
Exhibit 10.9
|
|
Lease Agreement dated July 10, 2014 by and between Bergey Road Industrial Associates, and Torotel, Inc., a Missouri corporation (incorporated by reference to Exhibit 10.1 of Form 8-K filed with the SEC on July 14, 2014, SEC File Number 001-08125)
|
|
Exhibit 10.10
|
|
Third Amendment to Lease, dated as of August 30, 2017, by and between 96-OP Prop, L.L.C. and Torotel, Inc. (incorporated by reference to Exhibit 10.1 of Form 8-K filed with the SEC on September 5, 2017, SEC File Number 001-08125)
|
|
Exhibit 10.11
|
|
Business Loan Agreement (asset based revolving line of credit) dated as of October 19, 2018, by and between Torotel, Inc. and Cornerstone Bank (incorporated by reference to Exhibit 10.1 of Form 8-K filed with the SEC on October 25, 2018, SEC File Number 001-08125)
|
|
Exhibit 10.12
|
|
Business Loan Agreement (real estate term loan) dated as of October 19, 2018, by and between Torotel, Inc. and Cornerstone Bank (incorporated by reference to Exhibit 10.3 of Form 8-K filed with the SEC on October 25, 2018, SEC File Number 001-08125)
|
|
Exhibit 10.13
|
|
Business Loan Agreement (guidance line of credit) dated as of October 19, 2018, by and between Torotel, Inc. and Cornerstone Bank (incorporated by reference to Exhibit 10.2 of Form 8-K filed with the SEC on October 25, 2018, SEC File Number 001-08125)
|
|
Exhibit 14
|
|
Code of Business Conduct and Ethics for Directors, Executive Officers, Significant Employees (incorporated by reference to Exhibit 14 of Form 10-KSB filed with the SEC on February 16, 2005, SEC File Number 001-08125)
|
|
Exhibit 21*
|
|
Subsidiaries of the Registrant
|
|
Exhibit 31.1*
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) promulgated under the Exchange Act
|
|
Exhibit 31.2*
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) promulgated under the Exchange Act
|
|
Exhibit 32.1*
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Exhibit 32.2*
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Exhibit 101.INS
|
|
XBRL Instance Document
|
|
Exhibit 101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Exhibit 101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Exhibit 101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Exhibit 101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Exhibit 101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
*
|
|
Filed herewith
|
|
#
|
|
Designates a management contract, or compensatory plan or arrangement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ITEM 16 Form 10-K Summary
None
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.
Torotel, Inc.
|
|
|
|
|
|
|
|
|
By:
|
/s/ HEATH C. HANCOCK
|
|
|
|
|
|
Heath C. Hancock
|
|
|
|
|
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
July 23, 2019
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
By:
|
/s/ DALE H. SIZEMORE, JR.
|
|
By:
|
/s/ ANTHONY L. LEWIS
|
|
|
Dale H. Sizemore, Jr.
|
|
|
Anthony L. Lewis
|
|
|
Chairman of the Board, President,
|
|
|
Director
|
|
|
Chief Executive Officer (Principal Executive Officer) and Director
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
July 23, 2019
|
|
|
Date:
|
July 23, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ RICHARD A. SIZEMORE
|
|
By:
|
/s/ STEPHEN K. SWINSON
|
|
|
Richard A. Sizemore
|
|
|
Stephen K. Swinson
|
|
|
Director
|
|
|
Director
|
|
|
|
|
|
|
|
|
Date:
|
July 23, 2019
|
|
|
Date:
|
July 23, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ BARRY B. HENDRIX
|
|
By:
|
/s/ HEATH C. HANCOCK
|
|
|
Barry B. Hendrix
|
|
|
Heath C. Hancock
|
|
|
Director
|
|
|
Chief Financial Officer
|
|
|
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
Date:
|
July 23, 2019
|
|
|
Date:
|
July 23, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ S. SCOTT STILL
|
|
|
|
|
|
S. SCOTT STILL
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
July 23, 2019
|
|
|
|
|