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): February 11, 2022

 

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 February 11, 2022, the Company announced its financial results for the quarter ended December 31, 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 5.07

Submission of Matters to a Vote of Security Holders

 

On February 14, 2022, Tel-Instrument Electronics Corp (the “Company”) held an Annual Meeting of Stockholders (the “Annual Meeting”) for the purposes of (i) electing Steven A. Fletcher, George J. Leon, Jeffrey C. O’Hara, Robert A. Rice and Robert H. Walker as directors of the Company for one year terms and (ii) ratifying the appointment of Friedman, LLP as the Company’s Independent Registered Public Accounting firm for the fiscal year ended March 31, 2022.

 

As of the close of business on January 3, 2022, the record date for the Annual Meeting 4,884,638 common shares of the Company were outstanding and entitled to vote. At the Annual Meeting 3,040,012, or approximately 62%, of the outstanding common shares entitled to vote were represented in person or by proxy.

 

The results of the voting at the Annual Meeting are as follows:

 

1. The Director Elections

 

Director	For	Against	Broker Non-Votes	Percentage Voted For
Steven A Fletcher	2,115,218	54,368	870,426	69.6%
George J. Leon	2,115,218	54,368	870,426	69.6%
Jeffrey C. O’Hara	2,115,218	54,368	870,426	69.6%
Robert A. Rice	2,115,218	54,368	870,426	69.6%
Robert H. Walker	2,115,168	54,418	870,426	69.6%

 

According to the results above, the majority of stockholders present at the meeting, whether in person or by proxy, voted FOR the election of each director listed above for a one year term.

 

2. Auditor Ratification

 

Auditor	For	Against	Broker Non-Votes	Percentage Voted For
Friedman, LLP	3,039,170	742	100	78.2%

 

According to the results above, the majority of the stockholders present at the meeting, whether in person or by proxy, voted FOR the ratification of Friedman, LLP as the Company’s Independent Registered Public Accounting firm for the fiscal year ended March 31, 2022.

 

3. Non-binding Advisory Vote on Executive Compensation

 

For	Against	Abstain	Broker Non-Votes	Percentage Voted For
2,040,632	127,554	1,400	870,426	67.1%

 

According to the results above, the majority of stockholders present at the meeting, whether in person or by proxy, voted FOR the executive compensation paid to the named executive officers for the fiscal year ended March 31, 2022.

 

 

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4. Non-binding Advisory Vote on Frequency of Executive Compensation Votes

 

One Year	Two Years	Three Years	Abstain	Broker Non-Votes
1,595,876	127,556	379,073	70,081	870,426

 

According to the results above, the majority of stockholders present at the meeting, whether in person or by proxy, voted for a non-binding advisory vote frequency of ONE YEAR for the Company’s executive compensation.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1*		Press Release, dated February 11, 2022.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

*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: February 15, 2022	By:	/s/ Pauline Romeo
		Name: Pauline Romeo
		Title: Principal Accounting Officer

 

 

 

 

 

 

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Item 9.01.

 

TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		December 31, 2021				March 31, 2021
		(unaudited)
ASSETS
Current assets:
Cash		$	5,288,810			$	3,485,275
Accounts receivable, net			1,385,384				1,933,321
Inventories, net			2,748,275				3,437,989
Restricted cash to support appeal bond			2,011,050				2,011,050
Prepaid expenses and other current assets			286,507				263,067
Total current assets			11,720,026				11,130,702
Equipment and leasehold improvements, net			127,322				200,769
Operating lease right-of-use assets			1,768,343				1,922,805
Deferred tax asset, net			2,396,594				2,675,040
Other long-term assets			35,108				35,110
Total assets		$	16,047,393			$	15,964,426
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Operating lease liabilities – current portion		$	192,487			$	201,883
Accounts payable			438,569				906,149
Deferred revenues - current portion			123,615				150,709
Accrued expenses ‐vacation pay, payroll and payroll withholdings			376,073				457,232
Accrued legal damages			6,045,924				5,889,023
Accrued expenses - other			220,115				365,975
Total current liabilities			7,396,783				7,970,971
Operating lease liabilities – long-term			1,575,856				1,720,921
Long term debt - PPP			-				722,577
Deferred revenues – long-term			307,578				332,428
Total liabilities			9,280,217				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			7,098,468				7,318,620
Accumulated deficit			(5,500,243	)			(7,270,042	)
Total stockholders’ equity			6,767,176				5,217,529
Total liabilities and stockholders’ equity		$	16,047,393			$	15,964,426

 

 

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TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three Months Ended								Nine Months Ended
		December 31, 2021				December 31, 2020				December 31, 2021				December 31, 2020
Net sales		$	3,171,532			$	2,672,742			$	10,914,787			$	8,948,575
Cost of sales			1,763,739				1,661,653				5,824,341				5,066,052
Gross margin			1,407,793				1,011,089				5,090,446				3,882,523
Operating expenses:
Selling, general and administrative			523,966				740,696				1,674,618				1,866,756
Litigation expenses			17,145				1,998				21,545				10,208
Engineering, research, and development			574,118				492,432				1,950,545				1,678,940
Total operating expenses			1,115,229				1,235,126				3,646,708				3,555,904
Income (loss) from operations			292,564				(224,037	)			1,443,738				326,619
Other (expense) income:
Interest income			996				1,591				2,977				6,316
Other income			-				758				35,854				14,612
Gain on forgiveness of PPP loan			-				722,577				722,577				722,577
Interest expense – judgement			(52,490	)			(52,490	)			(156,901	)			(180,124	)
Interest expense			-				(8,030	)			-				(27,190	)
Total other net (expense) income			(51,494	)			664,406				604,507				536,191
Income before income taxes			241,070				440,369				2,048,245				862,810
Income tax (benefit) expense			46,448				(59,264	)			278,446				29,449
Net income			194,622				499,633				1,769,799				833,361
Preferred dividends			(80,000	)			(80,000	)			(240,000	)			(240,000	)
Net income attributable to common shareholders		$	114,622			$	419,633			$	1,529,799			$	593,361
Basic income per common share		$	0.04			$	0.13			$	0.47			$	0.18
Diluted income per common share		$	0.04			$	0.10			$	0.35			$	0.16
Weighted average shares outstanding:
Basic			3,255,887				3,255,887				3,255,887				3,255,887
Diluted			5,095,665				5,095,665				5,095,665				5,065,665

 

 

 

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