Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 8-K

 

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CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 15, 2021

 

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)

 

[phone]

(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. ☐

 

 

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Item 2.02.  Results of Operations and Financial Condition.

 

On November 15, 2021, the Company announced its financial results for the quarter ended September 30, 2021. 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. 

 

A copy of the Company’s press release is attached hereto as Exhibit 99.1.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1*		Press release dated November 15, 2021, “Tel-Instrument Electronics Corp. Reports Net Income of $1.0 Million for Second Quarter 2022”.
104		Cover Page Interactive Data File (formatted as Inline XBRL)

 

*Filed herewith

 

 

 

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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: November 16, 2021	By:	Jeffrey O’Hara
		Name: Jeffrey O’Hara
		Title: Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

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Item 9.01.

 

TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		September 30, 2021				March 31, 2021
		(unaudited)
ASSETS
Current assets:
Cash		$	4,808,457			$	3,485,275
Accounts receivable, net			1,530,060				1,933,321
Inventories, net			2,910,721				3,437,989
Restricted cash to support appeal bond			2,011,050				2,011,050
Prepaid expenses and other current assets			188,127				263,067
Total current assets			11,448,415				11,130,702
Equipment and leasehold improvements, net			142,277				200,769
Operating lease right-of-use assets			1,815,304				1,922,805
Deferred tax asset, net			2,443,042				2,675,040
Other long-term assets			35,109				35,110
Total assets		$	15,884,147			$	15,964,426
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Operating lease liabilities – current portion		$	190,622			$	201,883
Accounts payable			391,247				906,149
Deferred revenues - current portion			149,223				150,709
Accrued expenses ‐vacation pay, payroll and payroll withholdings			342,170				457,232
Accrued legal damages			5,993,433				5,889,023
Accrued expenses - other			235,310				365,975
Total current liabilities			7,302,005				7,970,971
Operating lease liabilities – long-term			1,624,682				1,720,921
Long term debt - PPP			-				722,577
Deferred revenues – long-term			312,420				332,428
Total liabilities			9,239,107				10,746,897
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 issued and outstanding, par value $0.10 per share			3,695,998				3,695,998
Preferred stock, 166,667 shares 8% Cumulative Series B Convertible Preferred issued and outstanding, par value $0.10 per share			1,147,367				1,147,367
Common stock, 7,000,000 shares authorized, par value $0.10 per share, 3,255,887 shares issued and outstanding, respectively			325,586				325,586
Additional paid-in capital			7,170,954				7,318,620
Accumulated deficit			(5,694,865	)			(7,270,042	)
Total stockholders’ equity			6,645,040				5,217,529
Total liabilities and stockholders’ equity		$	15,884,147			$	15,964,426

 

 

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TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three Months Ended								Six Months Ended
		September 30, 2021				September 30, 2020				September 30, 2021				September 30, 2020
Net sales		$	3,610,863			$	3,336,396			$	7,743,256			$	6,275,833
Cost of sales			1,942,956				1,969,573				4,060,602				3,404,399
Gross margin			1,667,907				1,366,823				3,682,654				2,871,434
Operating expenses:
Selling, general and administrative			596,618				464,809				1,150,651				1,126,060
Litigation expenses			3,220				5,514				4,400				8,210
Engineering, research, and development			682,852				554,555				1,376,427				1,186,508
Total operating expenses			1,282,690				1,024,878				2,531,478				2,320,778
Income from operations			385,217				341,945				1,151,176				550,656
Other income (expense):
Interest income			995				1,879				1,980				4,725
Other income			22,260				-				35,853				13,854
Gain on forgiveness of PPP loan			722,577				-				722,577				-
Interest expense – judgement			(52,490	)			(52,490	)			(104,410	)			(127,634	)
Interest expense			-				(9,380	)			-				(19,160	)
Total other net income, (expense)			693,342				(59,991	)			656,000				(128,215	)
Income before income taxes			1,078,559				281,954				1,807,176				422,441
Income tax expense			78,883				59,206				231,999				88,713
Net income			999,676				222,748				1,575,177				333,728
Preferred dividends			80,000				80,000				160,000				160,000
Net income attributable to common shareholders		$	919,676			$	142,748			$	1,415,177			$	173,728
Basic income per common share		$	0.28			$	0.04			$	0.43			$	0.05
Diluted income per common share		$	0.20			$	0.04			$	0.31			$	0.05
Weighted average shares outstanding:
Basic			3,255,887				3,255,887				3,255,887				3,255,887
Diluted			5,095,665				5,068,949				5,095,665				3,255,887

 

 

 

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