Form 8-K - Current report
15 August 2024 - 5:35PM
Edgar (US Regulatory)
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
*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 O’Hara
|
|
|
|
Name: Jeffrey O’Hara
|
|
|
|
Title: Chief Executive Officer
|
|
false
0000096885
true
0000096885
2024-08-14
2024-08-14
Exhibit 99.1
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 Company’s 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 Company’s 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 Company’s 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 |
|
v3.24.2.u1
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true only for a security having no trading symbol.
+ References
+ Details
Name: |
dei_NoTradingSymbolFlag |
Namespace Prefix: |
dei_ |
Data Type: |
dei:trueItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14a -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Tel Instrument Electronics (QB) (USOTC:TIKK)
Historical Stock Chart
Von Okt 2024 bis Nov 2024
Tel Instrument Electronics (QB) (USOTC:TIKK)
Historical Stock Chart
Von Nov 2023 bis Nov 2024