<PAGE>
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended July 31, 2000
Commission File No. 1-8125
TOROTEL, INC.
(Exact name of small business issuer as specified in its charter)
MISSOURI 44-0610086
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
13402 SOUTH 71 HIGHWAY, GRANDVIEW, MISSOURI 64030
(Address of principal executive offices)
(816) 761-6314
(Issuer's telephone number)
NONE
(Former name, former address and former fiscal year,
if change since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
--- ---
As of September 5, 2000, there were 2,811,590 shares of Common Stock, $.01 Par
Value, outstanding.
<PAGE>
TOROTEL, INC. AND SUBSIDIARIES
INDEX
<TABLE>
PART I. FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheet as of July 31, 2000 1
Consolidated Statements of Operations for the three months
ended July 31, 2000 and 1999 2
Consolidated Statements of Cash Flows for the three months
ended July 31, 2000 and 1999 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis or Plan of Operation 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEET (Unaudited)
As of July 31, 2000
<TABLE>
<S> <C>
ASSETS
Current assets:
Cash $ 102,000
Accounts receivable, net 455,000
Current maturity of note receivable (Note 10) 139,000
Inventories (Note 3) 198,000
Prepaid expenses and other current assets 59,000
-----------
953,000
Property, plant and equipment, net 375,000
Note receivable, less current maturity (Note 10) 270,000
Other assets 6,000
-----------
$ 1,604,000
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current maturities of long-term debt (Notes 5 and 10) $ 253,000
Trade accounts payable (Note 10) 898,000
Accrued liabilities (Note 10) 277,000
-----------
1,428,000
Long-term debt, less current maturities (Notes 5 and 10) 583,000
Note and interest payable to former officer (Note 9) 530,000
Stockholders' deficit (Notes 6, 7 and 8):
Common stock, at par value 29,000
Capital in excess of par value 10,085,000
Accumulated deficit (10,846,000)
-----------
(732,000)
Less treasury stock, at cost 205,000
-----------
(937,000)
-----------
$ 1,604,000
===========
</TABLE>
The accompanying notes are an integral part of this statement.
1
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CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended July 31,
<TABLE>
<CAPTION>
2000 1999
--------- ---------
<S> <C> <C>
Net sales $ 855,000 $ 789,000
Cost of goods sold 551,000 608,000
--------- ---------
Gross profit 304,000 181,000
Operating expenses:
Engineering 42,000 45,000
Selling, general and administrative 192,000 192,000
--------- ---------
234,000 237,000
--------- ---------
Earnings (loss) from operations 70,000 (56,000)
Other expense (income):
Interest expense 27,000 29,000
Interest income (8,000) (9,000)
--------- ---------
19,000 20,000
--------- ---------
Earnings (loss) from operations before
provision for income taxes 51,000 (76,000)
Provision for income taxes (Note 4) - -
--------- ---------
Net earnings (loss) $ 51,000 $ (76,000)
========= =========
Basic earnings (loss) per share (Note 6) $ .02 $ (.03)
======= =======
Diluted earnings (loss) per share (Note 6) $ .02 $ (.03)
======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended July 31,
<TABLE>
<CAPTION>
2000 1999
---------- ----------
<S> <C> <C>
Cash flows from continuing operating activities:
Net earnings (loss) $ 51,000 $ (76,000)
Adjustments to reconcile net loss to net cash
provided by continuing operations:
Depreciation and amortization 22,000 28,000
Increase (decrease) in cash flows from
continuing operations resulting from
changes in:
Accounts receivable (41,000) 51,000
Interest income receivable - (4,000)
Inventories 2,000 82,000
Prepaid expenses and other assets (55,000) (60,000)
Trade accounts payable 52,000 113,000
Accrued liabilities (16,000) (7,000)
---------- ----------
Net cash provided by continuing operating activities 15,000 127,000
---------- ----------
Cash flows from investing activities:
Capital expenditures - (1,000)
Proceeds from note receivable 32,000 -
---------- ----------
Net cash provided by (used in) investing activities 32,000 (1,000)
---------- ----------
Cash flows from financing activities:
Principal payments on long-term debt (48,000) (154,000)
Payments on capital lease obligations (2,000) (5,000)
Note and interest payable to former officer 10,000 10,000
---------- ----------
Net cash used in financing activities (40,000) (149,000)
---------- ----------
Net increase (decrease) in cash 7,000 (23,000)
Cash at beginning of period 95,000 51,000
---------- ----------
Cash at end of period $ 102,000 $ 28,000
========== ==========
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for:
Interest $ 26,000 $ 20,000
Income taxes $ - $ -
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 1 - Basis of Presentation
Torotel specializes in the custom design and manufacture of a wide variety
of precision magnetic components, consisting of transformers, inductors,
reactors, chokes and toroidal coils. Approximately 91% of Torotel's sales are
derived from domestic customers. The accompanying unaudited consolidated
financial statements reflect the normal recurring adjustments which are, in the
opinion of management, necessary to present fairly Torotel's financial position
at July 31, 2000, and the results of operations for the three months ended July
31, 2000.
The financial statements contained herein should be read in conjunction
with Torotel's financial statements and related notes filed on Form 10-KSB for
the year ended April 30, 2000.
Note 2 - Realization of Assets
The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles, which contemplate
continuation of Torotel as a going concern. While Torotel's profitability
improved during the fiscal year ending April 30, 2000, the affect of the
substantial operating losses incurred in the fiscal years ended April 30, 1999,
1998 and 1997, continues to cloud Torotel's outlook. While continuing operations
have provided cash in the last three years, the uncertainty surrounding the
outstanding liabilities associated with (i) a terminated merger in fiscal 1999;
(ii) the trade debt of a discontinued subsidiary (see Note 10 of Notes to
Consolidated Financial Statements); and (iii) the note and interest payable to a
former officer (see Note 9 of Notes to Consolidated Financial Statements),
raises doubt about Torotel's ability to continue as a going concern. While there
is no immediate plan to secure any new financing or capital, management
continues to evaluate ways of improving Torotel's liquidity position.
In view of the matters described in the preceding paragraph, recoverability
of a major portion of the recorded asset amounts shown in the accompanying
consolidated balance sheet is dependent upon continued operations of Torotel,
which in turn is dependent upon Torotel's ability to meet its financing
requirements on a continuing basis, to maintain present financing, and to
succeed in its future operations. The consolidated financial statements do not
include any adjustment relating to the recoverability and classification of
recorded asset amounts or amounts and classification of liabilities that might
be necessary should Torotel be unable to continue in existence.
Note 3 - Inventories
The components of inventories are summarized as follows:
<TABLE>
<S> <C>
Raw materials $ 19,000
Work in process 136,000
Finished goods 43,000
----------
$ 198,000
==========
</TABLE>
4
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Note 4 - Income Taxes
The company has net operating loss carryforwards available as benefits to
reduce future income taxes, subject to applicable limitations. These operating
loss carryforwards expire in various amounts in the years 2001 through 2014.
The difference between the financial and tax bases of assets and
liabilities is determined annually. Deferred income taxes and liabilities are
computed for those differences that have future tax consequences using the
currently enacted tax laws and rates that apply to the periods in which they are
expected to effect taxable income. Valuation allowances are established, if
necessary, to reduce the deferred tax asset to the amount that will, more likely
than not, be realized. Income tax expense is the current tax payable or
refundable for the period plus or minus the net change in the deferred tax
assets or liabilities.
The following table summarizes the components of the net deferred tax
asset:
<TABLE>
<S> <C>
Net operating loss carryforwards $ 2,884,000
Inventory valuation reserve 201,000
Tax credit carryforwards 58,000
Other 42,000
-----------
3,185,000
Less valuation allowance 3,185,000
-----------
$ -
===========
</TABLE>
Note 5 - Financing Agreements
Under the terms of a loan agreement with Phillipsburg National Bank & Trust
Company (PNBT), Torotel is required to comply with certain covenants. PNBT has
modified these covenants based on the revised corporate structure subsequent to
the sale of ECH assets and the settlement with the U.S. government (see Notes 9
and 10 of Notes to Consolidated Financial Statements). As of July 31, 2000,
Torotel was in compliance with the covenants.
Note 6 - Earnings Per Share
Statement of Financial Accounting Standards (SFAS) No. 128, EARNINGS PER
SHARE, requires dual presentation of basic and diluted EPS on the face of the
statement of earnings regardless of whether basic and diluted EPS are the same;
and requires a reconciliation of the numerator and denominator used in computing
basic and diluted EPS. Basic EPS excludes dilution and is computed by dividing
earnings available to common stockholders by the weighted average number of
common shares outstanding for the period. Diluted EPS is computed similarly to
fully diluted EPS pursuant to APB Opinion 15. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock or resulted in the issuance of
common stock that then shared in the earnings of the entity. Pursuant to SFAS
No. 128, the basic and diluted loss per common share were computed as follows:
5
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<TABLE>
<CAPTION>
YEAR-TO-DATE EPS CALCULATIONS 2000 1999
---------- ----------
<S> <C> <C>
Net earnings (loss) $ 51,000 $ (76,000)
Weighted average common shares outstanding 2,811,590 2,811,590
Incremental shares - -
Basic earnings (loss) per share $ .02 $ (.03)
Diluted earnings (loss) per share $ .02 $ (.03)
</TABLE>
No incremental shares are included in the EPS calculations for 2000 due
to the market price of the Torotel's common stock being lower than the
exercise price of the stock options under contract. No incremental
shares are included in the EPS calculations for 1999 due to the net
loss.
Note 7 - Employee Stock Options
In accordance with the Incentive Compensation Plan approved by shareholders
on September 19, 1994, Torotel reserved 400,000 common shares for issuance to
key employees pursuant to the exercise of incentive and non-qualified stock
options granted prior to June 20, 2004. The options are accounted for under APB
Opinion 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and related
interpretations. The incentive stock options have a term of five years when
issued and vest 50% per year at the end of each of the first two years. The
non-qualified stock options have a term of ten years when issued and vest 25%
per year at the end of each of the first four years. The exercise price of each
option equals the market price of Torotel's common stock on the date of grant.
Accordingly, no compensation cost will be recognized upon the grant of any
options.
As of July 31, 2000, there were no options outstanding under this Plan. The
fair values of the options granted previously were estimated on the date of
grant using the Black-Scholes options-pricing model. The fair value of the
incentive stock options was determined using the following weighted average
assumptions: no dividend payments over the life of the options; expected
volatility of 106.1%; risk-free interest rate of 6.94%; and expected life of
five years. The fair value of the non-qualified stock options was determined
using the following weighted average assumptions: no dividend payments over the
life of the options; expected volatility of 106.1%; risk-free interest rate of
6.6%; and expected life of ten years.
Stock option transactions under the 1994 Incentive Compensation Plan for
each period are summarized as follows:
<TABLE>
<CAPTION>
2000 1999
-------------------- -------------------
Weighted Weighted
Shares Average Shares Average
Under Exercise Under Exercise
Option Price Option Price
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Outstanding at beginning of period - - 7,500 $1.00
Granted - - - -
Exercised - - - -
Forfeited - - - -
-------- --------
Outstanding at end of period - - 7,500 $1.00
======== ========
</TABLE>
6
<PAGE>
Note 8 - Stock Warrants
Pursuant to a settlement that ended a class action alleging racial
discrimination in hiring by Torotel Products, Inc., Torotel agreed to issue a
warrant certificate to the Torotel Settlement Fund to purchase 100,000 shares of
Torotel, Inc. common stock at $.75 per share. The warrant is 100% vested upon
issuance and cannot be exercised until the market price of the company's common
stock reaches $2.00 per share. The warrant expires on May 4, 2003.
The $33,000 fair value of the warrant was estimated on the date of grant
using the Black-Scholes options-pricing model using the following weighted
average assumptions: no dividend payments over the life of the warrant; expected
volatility of 75.9%; risk-free interest rate of 5.8%; and expected life of two
years.
Stock warrant transactions for each period are summarized as follows:
<TABLE>
<CAPTION>
2000 1999
-------------------- -------------------
Weighted Weighted
Shares Average Shares Average
Under Exercise Under Exercise
Option Price Option Price
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Outstanding at beginning of period 100,000 $ .75 100,000 $ .75
Granted - - - -
Exercised - - - -
Forfeited - - - -
-------- --------
Outstanding at end of period 100,000 $ .75 100,000 $ .75
======== ========
Warrants exercisable at end of period - - - -
Weighted average fair value of
warrants granted during the year - -
</TABLE>
The following information applies to warrants outstanding at July 31, 2000:
<TABLE>
<S> <C>
Number outstanding 100,000
Range of exercise prices $ .75
Weighted average exercise price $ .75
Weighted average remaining contractual life 2.75 yrs.
</TABLE>
Note 9 - Note Payable to Former Officer
On May 6, 1997, Torotel Products, Inc. was accepted into the Voluntary
Disclosure Program of the United States Department of Defense, resulting from
its failure to perform some required "thermal shock" testing as frequently as
required, and inaccurately certifying that all required testing had been
performed. On June 27, 2000, Torotel Products entered into a Release and
Settlement Agreement with the United States of America. Pursuant to the
agreement, Torotel Products agreed to pay an aggregate total of $100,000 over a
nineteen-month period. The legal fees associated with the testing deficiencies
have amounted to $2,000 during the current fiscal year, $8,000 in fiscal 2000,
and $282,000 in aggregate since the investigation started in the third quarter
of the fiscal year ended April 30, 1997.
7
<PAGE>
Torotel believes that certain of its former officers may have been
responsible for the misconduct related to the test failures, and are evaluating
ways of recovering the costs and damages. Torotel has suspended all principal
and interest payments due under a note payable to a former officer since
February 1997. As a result, as of July 31, 2000, the aggregate amount due of
$530,000, which consists of the outstanding principal of $384,000 plus the
accrued interest of $146,000, has been classified as a long-term liability in
the accompanying consolidated balance sheet.
Note 10 - Discontinued Subsidiary
The operations of East Coast Holdings, Inc. (formerly named OPT Industries,
Inc.), a wholly-owned subsidiary of Torotel, were discontinued in April 1999,
and the assets sold to SIGMA Associates, L.L.C. The remaining assets and
liabilities related this subsidiary as of July 31, 2000, are included in the
accompanying consolidated balance sheet under the following captions and in the
amounts shown:
<TABLE>
<S> <C>
Current maturity of note receivable $ 139,000
Note receivable, less current maturity $ 270,000
Current maturities of long-term debt $ 86,000
Trade accounts payable $ 465,000
Accrued liabilities $ 169,000
Long-term debt, less current maturities $ 162,000
</TABLE>
8
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following management comments regarding Torotel's results of operations
and outlook should be read in conjunction with the Consolidated Financial
Statements included pursuant to Item 1 of this Quarterly Report.
The discussion and analysis of the results of operations includes only the
continuing operations of Torotel, Inc. and its subsidiary, Torotel Products,
Inc.
THREE MONTHS ENDED JULY 31, 2000 VERSUS THREE MONTHS ENDED JULY 31, 1999
Net sales increased 8% from $789,000 to $855,000 due to $63,000 in sales of
the potted coil assembly for the Hellfire II missile system. There were no
shipments of these assemblies during the first quarter last year, since sales
are limited to the number of Hellfire II missiles that are sold to foreign
countries by the prime contractor. Torotel has a $207,000 backlog for this
product, which is scheduled to ship over the next few quarters. As a result of
this factor, plus the higher trend in magnetics bookings over the last six
months, slightly higher sales are expected in fiscal year 2001.
Gross profit as a percentage of net sales increased nearly 13% due to lower
material and labor costs associated with the product mix and improved labor
productivity resulting from ongoing efforts to increase throughput and reduce
cycle times.
Engineering expenses decreased 7% from $45,000 to $42,000 due to a decrease
in payroll costs due to a reduction in full-time personnel. Management does not
anticipate any significant change in the present level of engineering expenses
during the next few quarters.
Selling, general and administrative (SG&A) expenses remained the same. The
SG&A expenses of Torotel, Inc. increased 23% from $30,000 to $37,000 due to a
$7,000 increase in professional fees. The SG&A expenses of Torotel Products
decreased 4% from $162,000 to $155,000 due primarily to a decrease in payroll
costs due to a reduction in full-time personnel and the outsourcing of certain
functions. Management does not anticipate any significant change in the present
level of SG&A expenses during the next few quarters.
Interest expense decreased nearly 7%. The interest expense of Torotel, Inc.
decreased 17% from $18,000 to $15,000 due to a lower principal balance on the
guaranteed note with PNBT. The interest expense of Torotel Products increased 9%
from $11,000 to $12,000 due to the accrual of interest on the note payable to
the Torotel Settlement Fund.
Interest income decreased 11% from $9,000 to $8,000 due to a lower
principal balance on the note receivable from SIGMA Associates, L.L.C.
For the reasons discussed above, the consolidated pretax earnings increased
from a loss of $76,000 to a profit of $51,000. The pretax loss of Torotel, Inc.
increased from $39,000 to $44,000. The pretax earnings of Torotel Products
increased from a loss of $37,000 to a profit of $95,000.
LIQUIDITY AND CAPITAL RESOURCES
Torotel has operated without a revolving credit line since December 1998.
Since then, Torotel has relied on funds generated internally to meet its normal
operating requirements and to service bank
9
<PAGE>
indebtedness. While continuing operations have provided cash in the last three
years, the uncertainty surrounding the outstanding liabilities associated with
(i) a terminated merger in fiscal 1999; (ii) the trade debt of a discontinued
subsidiary (see Note 10 of Notes to Consolidated Financial Statements); and
(iii) the note and interest payable to a former officer (see Note 9 of Notes to
Consolidated Financial Statements), raises doubt about Torotel's ability to
continue as a going concern. While there is no immediate plan to secure any new
financing or capital, management continues to evaluate ways of improving
Torotel's liquidity position.
During the three months ended July 31, 2000, Torotel's operations provided
$15,000 in cash flow due primarily to pretax earnings.
Investing activities provided $32,000 in cash flow due to proceeds from the
note receivable from SIGMA Associates, L.L.C. While Torotel did not have any
capital expenditures during the three months ended July 31, 2000, it does
anticipate approximately $10,000 in capital expenditures during the balance of
fiscal 2001.
Financing activities used $40,000 in cash flow due to decreases in
long-term debt.
Management believes that inflation will have only a minimal effect on
future operations since such effects will be offset by sales price increases
which are not expected to have a significant effect upon demand.
Year 2000 Update
Torotel did not experience any Year 2000 difficulties as of January 1,
2000, nor from that date through the filing date of this report. Management had
determined that Torotel's hardware and software applications were Year 2000
compliant based on extensive testing and vendor certifications. In addition,
management had polled its significant suppliers and customers and, based on
these responses, had determined that its operation did not appear to be
vulnerable to a third parties' failure to remediate their own Year 2000 issues.
Management also tested various equipment items to verify their Year 2000
functionality.
Torotel did not incur any external costs for its Year 2000 readiness
reviews and assessments. Internal costs were not tracked separately; however,
these costs were minimal, and were limited to the related payroll costs for
certain internal employees and postage for the mailing of questionnaires to
suppliers and customers.
Other
Except for historical information contained herein, certain of the matters
discussed above are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, and are subject to the safe harbor
created by that Act. These statements are based on assumptions about a number of
important factors and involve risks and uncertainties that could cause actual
results to be different from what is stated here. These risk factors include:
decreased demand for products, delays in developing new products, expected
orders that do not occur, loss of key customers, the impact of competition and
price erosion as well as supply and manufacturing constraints, and other risks
and uncertainties.
10
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On May 6, 1997, Torotel Products, Inc. was accepted into the Voluntary
Disclosure Program of the United States Department of Defense, resulting from
its failure to perform some required "thermal shock" testing as frequently as
required, and inaccurately certifying that all required testing had been
performed. On June 27, 2000, Torotel Products entered into a Release and
Settlement Agreement with the United States of America. Pursuant to the
agreement, Torotel Products agreed to pay an aggregate total of $100,000 over a
nineteen-month period. The legal fees associated with the testing deficiencies
have amounted to $2,000 during the current fiscal year, $8,000 in fiscal 2000,
and $282,000 in aggregate since the investigation started in the third quarter
of the fiscal year ended April 30, 1997.
Torotel believes that certain of its former officers may have been
responsible for the misconduct related to the test failures, and are evaluating
ways of recovering the costs and damages. Torotel has suspended all principal
and interest payments due under a note payable to a former officer since
February 1997. As a result, as of July 31, 2000, the aggregate amount due of
$530,000, which consists of the outstanding principal of $384,000 plus the
accrued interest of $146,000, has been classified as a long-term liability in
the accompanying consolidated balance sheet.
The remaining liabilities related to a discontinued subsidiary include
trade accounts payable of $465,000 (see Note 10 of Notes to Consolidated
Financial Statements). Several claims have been filed by vendors for collection
of amounts due, and more are expected to be filed. Since the discontinued
subsidiary's remaining assets have been assigned as collateral for the remaining
bank debt and the debt owed to the United States, and all remaining proceeds are
targeted for unpaid payroll taxes, this subsidiary has no other source of income
to satisfy its trade debt obligations. This trade debt remains the sole
responsibility of this subsidiary. Neither Torotel, Inc. or Torotel Products,
Inc. has assumed these obligations. While the claims by vendors may result in
judgments against the discontinued subsidiary, neither Torotel, Inc. or Torotel
Products, Inc. intends to provide any funds to satisfy the judgments.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibit 27 -- Financial Data Schedule (electronic filings only)
b) Reports on Form 8-K -- There were no reports filed on Form 8-K
during the three months ended July 31, 2000.
11
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Torotel, Inc.
(Registrant)
Date: September 5, 2000 /s/ H. James Serrone
--------------------- -------------------------------------
H. James Serrone
Vice President of Finance and
Chief Financial Officer
12
