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): February 13, 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)

 

[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 13, 2024, Tel-Instrument Electronics Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended December 31, 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 February 13, 2024: Tel-Instrument Electronics Corp. Reports Financial Results For Third 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: February 14, 2024		Jeffrey O’Hara
		Name: Jeffrey O’Hara
		Title: Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

 

Tel-Instrument Electronics Corp. Reports Financial Results

For Third Quarter FY 2024

 

East Rutherford, NJ – February 13, 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 $134K ($0.01 per basic share) on revenues of $2.4 million for the third quarter of 2024 fiscal year, ended December 31, 2023.

 

Notes On Third Quarter:

	●	Revenues for the third quarter were $2.4 million, a 3% increase from $2.3 million in the year-ago quarter.
	●	The gross margin percentage increased to 40% versus 38% in the year-ago quarter.
	●	Operating expenses decreased by $239K, a 25% decline versus the year-ago level as a result of funded engineering projects.
	●	The order backlog remained strong at $6.0 million.
	●	Net income was $134K or $0.01 per share and $0.02 per diluted share.
	●	The Aeroflex lawsuit was paid in full. This was partially funded through the issuance of $721k of preferred shares.
	●	$690k credit line from Bank of America has been extended until June 30, 2024.

 

Mr. Jeffrey O’Hara, Tel-Instrument’s President and CEO commented: “We were disappointed by the Aeroflex lawsuit result but are glad to finally put it behind us. The third quarter represented a modest improvement, but we are still being impacted by supply chain issues that are delaying customer shipments. We have hired a new Supply Chain Manager to be more proactive in managing the difficult environment. We are expecting a much stronger FY 2025 due to the commencement of CRAFT ECP production; increased SDR-OMNI sales; and a $1.5 million MADL 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. We recently introduced an SDR-OMNI/MIL version and have received orders from two international customers. The engineering for the U.S. Army software upgrade for the TS-4530A product is now complete and we are waiting for government certification to close out this program. The CRAFT ECP engineering is proceeding on schedule and the Test Readiness Review (“TRR”) will take place this May. This will generate a $1.2 million invoice which should shore up our cash position. The CRAFT ECP production contract should commence later this 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

 

		December 31, 2023				March 31, 2023
		(unaudited)
ASSETS
Current assets:
Cash		$	220,791			$	3,839,398
Accounts receivable, net			1,176,203				900,881
Inventories, net			4,319,840				3,586,065
Restricted cash to support appeal bond			-				2,011,083
Prepaid expenses and other current assets			243,907				817,625
Total current assets			5,960,741				11,155,052
Equipment and leasehold improvements, net			83,495				85,167
Operating lease right-of-use assets			1,375,726				1,526,551
Deferred tax asset, net			2,630,274				2,627,935
Other long-term assets			35,109				35,109
Total assets		$	10,085,345			$	15,429,814
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Line of credit		$	690,000			$	690,000
Operating lease liabilities – current portion			208,076				202,087
Accounts payable			804,363				322,582
Deferred revenues - current portion			82,797				123,117
Accrued expenses ‐vacation pay, payroll and payroll withholdings			230,992				240,034
Accrued legal damages			-				6,360,698
Accrued expenses - other			220,808				157,896
Total current liabilities			2,237,036				8,096,414
Operating lease liabilities – long-term			1,167,650				1,324,464
Other long term liabilities			48,140				53,416
Deferred revenues – long-term			128,778				173,883
Total liabilities			3,581,604				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, respectively par value $0.10 per share			4,055,998				3,875,998
Preferred stock, 320,000 shares 8% Cumulative Series B Convertible Preferred authorized; 233,334 and 166,667 issued, and outstanding, par value $0.1 per share			1,676,701				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			328,795				-
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			6,471,562				6,721,535
Accumulated deficit			(6,354,901	)			(6,348,849	)
Total stockholders’ equity			6,503,741				5,781,637
Total liabilities and stockholders’ equity		$	10,085,345			$	15,429,814

 

 

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TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three Months Ended								Nine Months Ended
		December 31, 2023				December 31, 2022				December 31, 2023				December 31, 2022
Net sales		$	2,403,099			$	2,328,254			$	6,835,123			$	6,594,768
Cost of sales			1,434,981				1,434,547				4,212,971				4,312,405
Gross margin			968,118				893,707				2,622,152				2,282,363
Operating expenses:
Selling, general and administrative			414,458				588,937				1,520,386				1,625,123
Engineering, research, and development			306,546				370,795				913,701				1,502,534
Total operating expenses			721,004				959,732				2,434,087				3,127,657
Income (loss) from operations			247,114				(66,025	)			188,065				(845,294	)
Other income (expense):
Interest income			35				5,665				50,642				8,782
Income other			-				628,400				1,000				628,406
Interest expense – judgement			-				(71,017	)			(198,535	)			(193,953	)
Interest expense			(22,976	)			-				(49,561	)			-
Total other net (expense) income			(22,941	)			563,048				(196,454	)			443,235
Income (loss) before income taxes			224,173				497,023				(8,389	)			(402,059	)
Income tax expense (benefit)			90,364				104,396				(2,337	)			(84,449	)
Net income (loss) income			133,809				392,627				(6,052	)			(317,610	)
Preferred dividends			(94,420	)			(80,000	)			(257,128	)			(240,000	)
Net income (loss) attributable to common shareholders		$	39,389			$	312,627			$	(263,180	)		$	(557,610	)
Basic net income (loss) per common share		$	0.01			$	0.10			$	(0.08	)		$	(0.17	)
Diluted net income (loss) per common share		$	0.02			$	0.08			$	(0.08	)		$	(0.17	)
Weighted average shares outstanding:
Basic			3,255,887				3,255,887				3,255,887				3,255,887
Diluted			5,610,634				5,155,665				3,255,887				3,255,887

 

 

Document And Entity Information	Feb. 13, 2024
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	Feb. 13, 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
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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