
Part I: Financial Information Financial Statements (Unaudited) Unaudited Q3 2020 financials show increased assets and liabilities, with net sales up 17% to $123.2 million and net income of $1.7 million Condensed Consolidated Balance Sheets As of September 26, 2020, total assets increased to $317.8 million, total liabilities rose to $199.2 million, and shareholders' equity reached $118.6 million Condensed Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | September 26, 2020 | June 27, 2020 | | :--- | :--- | :--- | | Total current assets | $256,065 | $242,764 | | Total assets | $317,812 | $304,861 | | Total current liabilities | $101,650 | $112,219 | | Revolving loan | $80,414 | $60,094 | | Total liabilities | $199,205 | $189,304 | | Total shareholders' equity | $118,607 | $115,557 | Condensed Consolidated Statements of Income Net sales for Q1 FY2021 increased 17.0% to $123.2 million, resulting in a net income of $1.7 million or $0.16 per diluted share Consolidated Income Statement Highlights (in thousands, except per share data) | Metric | Three Months Ended Sep 26, 2020 | Three Months Ended Sep 28, 2019 | | :--- | :--- | :--- | | Net sales | $123,207 | $105,285 | | Gross profit | $10,015 | $9,273 | | Operating income | $2,796 | $2,539 | | Net income | $1,719 | $1,552 | | Net income per share — Diluted | $0.16 | $0.14 | Condensed Consolidated Statements of Cash Flows Q1 FY2021 saw $9.4 million cash used in operations, $3.2 million in investing, and $13.5 million provided by financing activities Consolidated Cash Flow Summary (in thousands) | Cash Flow Activity | Three Months Ended Sep 26, 2020 | Three Months Ended Sep 28, 2019 | | :--- | :--- | :--- | | Cash used in operating activities | $(9,439) | $(10,313) | | Cash used in investing activities | $(3,186) | $(1,271) | | Cash provided by financing activities | $13,543 | $11,487 | | Net increase (decrease) in cash | $918 | $(97) | Notes to Condensed Consolidated Financial Statements Notes detail COVID-19 risks, a new $93 million Bank of America loan, 'over-time' revenue recognition, and foreign currency hedging - The company has identified significant risks and uncertainties related to the COVID-19 pandemic, which could materially impact operating results through shifts in customer demand, supply chain disruptions, and increased costs25 - On August 14, 2020, the Company entered into a new five-year, $93 million asset-based senior secured revolving credit facility with Bank of America, with $80.7 million outstanding and $12.3 million available as of September 26, 202037 - The majority of the company's revenue is recognized 'over-time' using a cost-to-cost method, due to products having no alternative use and enforceable payment rights70 - The company uses foreign currency forward contracts to hedge Mexican peso fluctuations, with $30.0 million notional outstanding as of September 26, 2020, and terminated interest rate swaps in August 2020606162 Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses Q1 FY2021 revenue growth of 17% to $123.2 million, gross margin decline due to COVID-19 costs, and increased backlog to $201.9 million Executive Summary Q1 FY2021 revenue grew 17% to $123.2 million, but gross margin declined to 8.1% due to COVID-19 costs, with new program wins - Revenue for Q1 fiscal 2021 was $123.2 million, a 17% increase from $105.3 million in the prior-year period83 - Gross margin decreased to 8.1% from 8.8% year-over-year, primarily due to additional costs from the COVID-19 crisis86 - New program wins included products for audio/video editing, indoor air quality, utility meters, warehouse management, and automation8389 Results of Operations Q1 FY2021 net sales increased 17.0% to $123.2 million, but gross profit margin declined to 8.1% due to COVID-19 costs, and the effective tax rate rose to 18.7% Comparison of Operations (in thousands) | Metric | Q1 FY2021 | Q1 FY2020 | $ Change | % Point Change (of Net Sales) | | :--- | :--- | :--- | :--- | :--- | | Net sales | $123,207 | $105,285 | $17,922 | — | | Gross profit | $10,015 | $9,273 | $742 | (0.7)% | | Operating income | $2,796 | $2,539 | $257 | (0.1)% | | Net income | $1,719 | $1,552 | $167 | (0.1)% | - The $17.9 million increase in net sales was driven by higher demand for new and current programs, partially constrained by COVID-19 related labor shortages in Juarez99 - The effective tax rate increased to 18.7% from 15.1%, primarily due to reduced federal research and development tax credits107 Backlog Order backlog significantly increased to approximately $201.9 million as of September 26, 2020, driven by COVID-19 related demand Order Backlog Comparison | Date | Backlog Amount | | :--- | :--- | | September 26, 2020 | ~$201.9 million | | September 28, 2019 | ~$159.9 million | - The increase in backlog was related to the COVID-19 pandemic's effect on customer demand, particularly for home-consumer products, healthcare, and home exercise equipment108 Capital Resources and Liquidity Net cash used in operations was $9.4 million, driven by increased receivables and inventory, with $12.3 million available on the credit facility - Net cash used in operating activities was $9.4 million, compared to $10.3 million in the prior-year period110 - The company did not factor any accounts receivable in Q1 2021, unlike $17.8 million factored in Q1 2020, contributing to the increased accounts receivable balance111113 - As of September 26, 2020, the company had approximately $12.3 million available under its asset-based revolving credit facility117 Risks and Uncertainties Key risks include COVID-19 impacts, foreign operations challenges, customer/supplier concentration, and demand volatility affecting quarterly results - The COVID-19 pandemic presents significant risks, including shifts in customer demand, facility closures, labor constraints, and supply chain disruptions126128 - Operations in Mexico, China, and Vietnam are subject to risks like political/economic instability, regulatory changes, trade barriers, and natural disasters121125 - A majority of sales come from a small number of customers, and loss of orders could adversely affect business due to non-long-term contracts129130 - Dependence on a limited number of suppliers for critical components creates risk of operational interruptions from shortages or price increases131 Quantitative and Qualitative Disclosures About Market Risk The company faces market risks from fluctuating interest rates on its debt and foreign currency exchange rates, mitigated by forward contracts - The company is exposed to interest rate risk from its asset-based senior revolving credit facility, with $80.7 million outstanding as of September 26, 2020, subject to LIBOR fluctuations160 - The company faces foreign currency exchange risk from operations in Mexico, China, and Vietnam, using Mexican peso forward contracts totaling $30.0 million outstanding to hedge expenses161 Controls and Procedures Management concluded that disclosure controls and procedures were effective as of September 26, 2020, with no significant changes in internal controls - Management, including the CEO and CFO, concluded that disclosure controls and procedures are effective as of the reporting period end162 - No significant changes were made to the company's internal control over financial reporting during the quarter164 Part II: Other Information Legal Proceedings The company is involved in various ordinary course legal actions, which management expects will not materially affect financial position - The company is involved in various legal actions arising in the ordinary course of business, which management does not expect to have a material adverse effect on its financial condition166 Risk Factors No material changes to risk factors previously disclosed in the Annual Report on Form 10-K for the fiscal year ended June 27, 2020 - There are no material changes to the risk factors set forth in the Company's Annual Report on Form 10-K for the year ended June 27, 2020167 Exhibits This section lists exhibits filed with Form 10-Q, including CEO and CFO certifications and XBRL data files - The exhibits filed include CEO and CFO certifications pursuant to Exchange Act Rules and 18 U.S.C. 1350, along with XBRL Interactive Data Files168