UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 14, 2024

 

TEL-INSTRUMENT ELECTRONICS CORP.

(Exact name of registrant as specified in its charter)

 

New Jersey

001-31990

22-1441806

(State or other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

One Branca Road

East Rutherford, New Jersey 07073

(Address of principal executive offices)

 

(201) 933-1600

(Telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

N/A

 

N/A

 

N/A

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 2.02.  Results of Operations and Financial Condition.

 

On August 14, 2024, Tel-Instrument Electronics Corp. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2024. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. 

 

Item 9.01.  Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

     

99.1* 

 

Press Release, dated August 14, 2024: Tel-Instrument Electronics Corp. Reports Financial Results For First Quarter FY 2025

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

*Filed herewith

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements 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.

 

 

TEL-INSTRUMENT ELECTRONICS CORP.

   
       

Date: August 15, 2024

 

Jeffrey OHara

 
   

Name: Jeffrey O’Hara

 
   

Title: Chief Executive Officer

 

 

 

 
false 0000096885 true 0000096885 2024-08-14 2024-08-14

 

Exhibit 99.1

 

ex_715302img001.jpg

 

 

 

Tel-Instrument Electronics Corp. Reports Financial Results

For First Quarter FY 2025

 

East Rutherford, NJ – August 14, 2024 – Tel-Instrument Electronics Corp. (“Tel-Instrument,” “TIC,” or the “Company”) (OTCQB: TIKK), a leading designer and manufacturer of avionics test and measurement solutions, today reported a net income of $42K ($0.02) per basic and per diluted share, on revenues of $2.8 million for the first quarter of 2025 fiscal year, ended June 30, 2024.

 

Notes On First Quarter:

 

Revenues for the first quarter were $2.8 million, as compared to $2.9 million in the year-ago quarter.

 

 

The gross margin percentage decreased to 26% versus 45% the year-ago period due to low margin CRAFT ECP invoices.

 

 

Operating expenses decreased by $200K, a 23% decline versus the year ago level as a result of funded engineering projects.

 

 

Net income was $42K or $(0.02) per share, compared to net income of $295K or $0.07 per share in the year-ago quarter.

 

 

CRAFT ECP Test Readiness Review (“TRR”) was completed in April 2024.

 

 

Bookings backlog was $7 million at the end of the first quarter.

 

Mr. Jeffrey O’Hara, Tel-Instrument’s President and CEO commented, “We are expecting strong growth for the balance of FY 2025 due to the success of the SDR-OMNI and SDR-OMNI/MIL and the expected commencement of MADL and CRAFT ECP production later this year. The successful completion of the Navy TRR was important as it was a key milestone in the development process, and it generated a large progress billing which bolstered our cash position. CRAFT ECP production is projected to commence in the fourth quarter of this fiscal year and should generate annual revenues of around $5 million. We were thrilled that Airbus selected our SDR-OMNI commercial test set for use in its world-wide manufacturing operations after an extensive technical evaluation. Additional volume orders were received from Airbus in the second quarter, and we continue to gain traction in the commercial marketplace. We are even more excited about the prospects for the SDR-OMNI/MIL which has the potential to replace thousands of obsolete test sets currently in use by the U.S. military and our NATO allies. The SDR-OMNI/MIL is the only multi-purpose avionic test set in the market that meets Class 1 military environmental specifications. While DOD procurement for new test sets tends to be an extended process, the SDR-OMNI/MIL has the potential to generate millions of dollars of annual revenues. The Lockheed Martin F-35 MADL Test Set development program has been completed and we are currently in negotiations to supply up to 119 MADL test sets this year.”

 

About Tel-Instrument Electronics Corp.

 

Tel-Instrument is a leading designer and manufacturer of avionics test and measurement solutions for the global commercial air transport, general aviation, and government/military aerospace and defense markets. Tel-Instrument provides instruments to test, measure, calibrate, and repair a wide range of airborne navigation and communication equipment. For further information please visit our website at www.telinstrument.com.

 

This press release includes statements that are not historical in nature and may be characterized as forward-looking statements, including those related to future financial and operating results, benefits, and synergies of the combined companies, statements concerning the Companys outlook, pricing trends, and forces within the industry, the completion dates of capital projects, expected sales growth, cost reduction strategies, and their results, long-term goals of the Company and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. All predictions as to future results contain a measure of uncertainty and, accordingly, actual results could differ materially. Among the factors which could cause a difference are:  changes in the general economy; changes in demand for the Companys products or in the cost and availability of its raw materials; the actions of its competitors; the success of our customers; technological change; changes in employee relations; government regulations; litigation, including its inherent uncertainty; difficulties in plant operations and materials; transportation, environmental matters; and other unforeseen circumstances.  A number of these factors are discussed in the Companys previous filings with the U.S. Securities and Exchange Commission. The Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release. The safe harbor for forward-looking statements contained in the Securities Litigation Reform Act of 1995 (the Act) protects companies from liability for their forward-looking statements if they comply with the requirements of the Act.

 

Contact:

Pauline Romeo

 

Tel-Instrument Electronics Corp.

 

(201) 933-1600 (Ext 309)

 

 

 

TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   

June 30, 2024

   

March 31, 2024

 
   

(unaudited)

         

ASSETS

               
                 

Current assets:

               

Cash

  $ 149,550     $ 132,013  

Accounts receivable, net

    1,763,680       1,110,548  

Inventories, net

    5,208,229       5,411,644  

Prepaid expenses and other current assets

    213,024       214,161  

Total current assets

    7,334,483       6,868,366  
                 

Equipment and leasehold improvements, net

    64,165       73,195  

Operating lease right-of-use assets

    1,272,700       1,324,463  

Deferred tax asset, net

    2,439,427       2,450,657  

Other long-term assets

    35,109       35,109  

Total assets

  $ 11,145,884     $ 10,751,790  
                 

LIABILITIES & STOCKHOLDERS’ EQUITY

               
                 

Current liabilities:

               

Accounts payable

  $ 1,242,906     $ 1,276,935  

Accrued expenses ‐vacation pay, payroll and payroll withholdings

    265,948       248,713  

Deferred revenues - current portion

    57,778       72,803  

Operating lease liabilities – current portion

    204,064       210,111  

Accrued expenses - other

    179,748       120,027  

Line of credit

    1,000,000       690,000  

Promissory notes – related parties

    80,500       -  

Total current liabilities

    3,030,944       2,618,589  
                 

Operating lease liabilities – long-term

    1,068,636       1,114,352  

Other long term liabilities

    43,524       45,501  

Deferred revenues – long-term

    104,963       119,721  
                 

Total liabilities

    4,248,067       3,898,163  
                 

Commitments and contingencies

               
                 

Stockholders’ equity:

               

Preferred stock, 1,000,000 shares authorized, par value $0.10 per share

               

Preferred stock, 500,000 shares 8% Cumulative Series A Convertible Preferred

authorized, issued and outstanding, respectively par value $0.10 per share

    4,175,998       4,115,998  

Preferred stock, 320,000 shares 8% Cumulative Series B Convertible Preferred

authorized, 233,334 and 233,334 issued and outstanding, par value $0.10 per share

    1,732,701       1,704,701  

Preferred stock, 166,667 shares 8% Cumulative Series C Convertible Preferred

authorized; 53,500 and 53,500 issued, and outstanding, par value $0.10 per share

    341,635       335,215  

Common stock, 7,000,000 shares authorized, par value $0.10 per share,

3,255,887 and 3,255,887 shares issued and outstanding, respectively

    325,586       325,586  

Additional paid-in capital

    6,286,607       6,379,085  

Accumulated deficit

    (5,964,710 )     (6,006,958 )

Total stockholders’ equity

    6,897,817       6,853,627  

Total liabilities and stockholders’ equity

  $ 11,145,884     $ 10,751,790  

 

 

 

TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   

Three Months Ended

 
   

June 30, 2024

   

June 30, 2023

 
                 

Net sales

  $ 2,842,176     $ 2,866,929  

Cost of sales

    2,096,274       1,572,380  
                 

Gross margin

    745,902       1,294,549  
                 

Operating expenses:

               

Selling, general and administrative

    542,340       584,858  

Engineering, research, and development

    131,638       289,441  

Total operating expenses

    673,978       874,299  
                 

Income from operations

    71,924       420,250  
                 

Other (expense) income:

               

Interest income

    11       39,289  

Interest expense – other

    (18,457 )     (13,455 )

Interest expense – judgement

    -       (70,245 )

Total other net expense

    (18,446 )     (44,411 )
                 

Income before income taxes

    53,478       375,839  
                 

Income tax expense

    11,230       80,547  
                 

Net income

    42,248       295,292  
                 

Preferred dividends

    (94,420 )     (80,000 )
                 

Net income (loss) attributable to common shareholders

  $ (52,172 )   $ 215,292  
                 

Basic net (loss) income per common share

  $ (0.02 )   $ 0.07  

Diluted net (loss) income per common share

  $ (0.02 )   $ 0.06  
                 

Weighted average shares outstanding:

               

Basic

    3,255,887       3,255,887  

Diluted

    3,255,887       5,215,665  

 

 

 
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Document And Entity Information
Aug. 14, 2024
Document Information Line Items  
Entity Registrant Name TEL-INSTRUMENT ELECTRONICS CORP.
Document Type 8-K
Amendment Flag false
Entity Central Index Key 0000096885
Document Period End Date Aug. 14, 2024
Entity Emerging Growth Company false
Entity Incorporation, State or Country Code NJ
Entity File Number 001-31990
Entity Tax Identification Number 22-1441806
Entity Address, Address Line One One Branca Road
Entity Address, City or Town East Rutherford
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 07073
City Area Code (201)
Local Phone Number 933-1600
Title of 12(b) Security N/A
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
No Trading Symbol Flag true

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