Form 8-K - Current report

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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 14, 2023

 

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 14, 2023, Tel-Instrument Electronics Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2023. 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 November 14, 2023: Tel-Instrument Electronics Corp. Reports Financial Results For Second Quarter FY 2024
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: November 15, 2023		Jeffrey O’Hara
		Name: Jeffrey O’Hara
		Title: Chief Executive Officer

 

 

Exhibit 99.1

 

 

 

 

Tel-Instrument Electronics Corp. Reports Financial Results

For Second Quarter FY 2024

 

East Rutherford, NJ – November 14, 2023 – 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 loss of $435K (($0.16 ) per basic share) on revenues of $1.6 million for the second quarter of 2024 fiscal year, ended September 30, 2023.

 

Notes On First Quarter:

●

TIC paid the full Aeroflex judgement amount of $6,559,233 on September 15, 2023.

●

TIC issued $721K of Series B and Series C Preferred Stock to Company insiders.

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Revenues for the second quarter were $1.6 million, a 22% decrease from $2 million in the year-ago quarter.

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Bookings for the second quarter improved to $2.8 million and backlog increased to $6.5 million.

●

The gross margin percentage decreased to 23% versus 27% in the year-ago quarter. This decline was largely volume related.

●

Operating expenses decreased by $250K, a 23% decline versus the year-ago level as a result of funded engineering projects.

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Net loss was $435K or $(0.16) per share, compared to net loss of $477K or $(0.17) per share in the year-ago quarter.

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Net loss for the first two quarters was $140K versus a net loss of $710K in the first half of the last fiscal year.

 

Mr. Jeffrey O’Hara, Tel-Instrument’s President and CEO commented: “The second quarter was disappointing from both a revenue and profitability standpoint as several large orders for our older test sets could not be shipped due to parts availability issues. $500k of revenue was shifted into the third quarter as the engineering work to replace an obsolete display on our TR-401 product was more complicated than anticipated. The improvement in bookings and backlog is encouraging but getting the necessary parts in a timely manner has been a continuing challenge. Large contracts in process include: (1) a $1.7 million German T-4530i order; (2) a $1.5 million MADL order and (3) a $1.2 CRAFT 708 order for the F-35 program. The SDR-OMNI test sets continue to gain market traction and we expect to secure a market leading position in the commercial avionics segment. The engineering for the U.S. Army software upgrade for the TS-4530A product is now complete and we are conducting final design verification testing. We expect to submit the $875k invoice for this work in the next few months. The CRAFT ECP engineering is proceeding on schedule and the Test Readiness Review (“TRR”) will take place late in the Spring of 2024. The CRAFT ECP production contract should commence later next year and is expected to generate annual revenues of up to $5 million per 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.
	[phone] (Ext 309)

 

 

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TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		September 30, 2023				March 31, 2023
		(unaudited)
ASSETS
Current assets:
Cash		$	356,942			$	3,839,398
Accounts receivable, net			941,826				900,881
Inventories, net			4,102,786				3,586,065
Restricted cash to support appeal bond			-				2,011,083
Prepaid expenses and other current assets			233,670				817,625
Total current assets			5,635,224				11,155,052
Equipment and leasehold improvements, net			93,194				85,167
Operating lease right-of-use assets			1,426,491				1,526,551
Deferred tax asset, net			2,720,638				2,627,935
Other long-term assets			35,109				35,109
Total assets		$	9,910,656			$	15,429,814
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Line of credit		$	690,000			$	690,000
Operating lease liabilities – current portion			206,060				202,087
Accounts payable			607,564				322,582
Deferred revenues - current portion			132,345				123,117
Accrued expenses ‐vacation pay, payroll and payroll withholdings			307,757				240,034
Accrued legal damages			-				6,360,698
Accrued expenses - other			186,553				157,896
Total current liabilities			2,130,279				8,096,414
Operating lease liabilities – long-term			1,220,431				1,324,464
Other long term liabilities			49,459				53,416
Deferred revenues – long-term			142,497				173,883
Total liabilities			3,542,666				9,648,177
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, par value $0.10 per share			3,995,998				3,875,998
Preferred stock, 302,000 shares 8% Cumulative Series B Convertible Preferred authorized, 233,224 and 166,667 issued and outstanding, respectively, par value $0.1 per share			1,648,701				1,207,367
Preferred stock, 166,667 shares 8% Cumulative Series C Convertible Preferred authorized 53,500 and 0 issued and outstanding, Par value $0.10 per share			322,375				-
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			6,564,040				6,721,535
Accumulated deficit			(6,488,710	)			(6,348,849
Total stockholders’ equity			6,367,990				5,781,637
Total liabilities and stockholders’ equity		$	9,910,656			$	15,429,814

 

 

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TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three Months Ended								Six Months Ended
		September 30, 2023				September 30, 2022				September 30, 2023				September 30, 2022
Net sales		$	1,565,094			$	2,012,758			$	4,432,024			$	4,266,515
Cost of sales			1,205,610				1,459,286				2,777,990				2,877,858
Gross margin			359,484				553,472				1,654,034				1,388,657
Operating expenses:
Selling, general and administrative			521,070				479,253				1,105,928				1,036,186
Engineering, research, and development			317,715				609,636				607,155				1,131,739
Total operating expenses			838,785				1,088,889				1,713,083				2,167,925
Loss from operations			(479,301	)			(535,417	)			(59,049	)			(779,268	)
Other income (expense):
Interest income			12,320				2,137				51,609				3,123
Interest expense – judgement			(128,290	)			(71,016	)			(198,535	)			(122,936	)
Interest expense – other			(13,133	)			-				(26,587	)			-
Total other net (expense) income			(129,103	)			(68,879	)			(173,513	)			(119,813	)
Loss before income taxes			(608,404	)			(604,296	)			(232,562	)			(899,081	)
Income tax benefit			(173,251	)			(126,928	)			(92,701	)			(188,844	)
Net loss			(435,153	)			(477,368	)			(139,861	)			(710,237	)
Preferred dividends			(82,708	)			(80,000	)			(162,708	)			(160,000	)
Net loss attributable to common shareholders		$	(517,861	)		$	(557,368	)		$	(302,569	)		$	(870,237	)
Basic net loss per common share		$	(0.16	)		$	(0.17	)		$	(0.09	)		$	(0.27	)
Diluted net loss per common share		$	(0.16	)		$	(0.17	)		$	(0.09	)		$	(0.27	)
Weighted average shares outstanding:
Basic			3,255,887				3,255,887				3,255,887				3,255,887
Diluted			3,255,887				3,255,887				3,255,887				3,255,887

 

 

Document And Entity Information	Nov. 14, 2023
Document Information Line Items
Entity Registrant Name	TEL-INSTRUMENT ELECTRONICS CORP.
Trading Symbol	N/A
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0000096885
Document Period End Date	Nov. 14, 2023
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
Security Exchange Name	NONE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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