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, 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 November 14, 2024, Tel-Instrument Electronics Corp. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended September 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

 

Exhibit No.		Description
99.1*		Press Release, dated November 14, 2024: Tel-Instrument Electronics Corp. Reports Financial Results For Second Quarter FY 2025
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 18, 2024		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 2025

 

East Rutherford, NJ – November 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 loss of $815K ($0.28) per basic and per diluted share, on revenues of $1.8 million for the second quarter of 2025 fiscal year, ended September 30, 2024.

 

Notes On Second Quarter:

	●	Revenues for the second quarter were $1.8 million, as compared to $1.6 million in the year-ago quarter.
	●	Six-month revenues of $4.6 million versus $4.4 million in the year-ago period.
	●	The gross margin percentage decreased to 12% versus 23% the year-ago period due to parts issues for CRAFT, legacy and SDR-OMNI product lines.
	●	Operating expenses increased by $368K or 44% versus the year ago level as a result of sales headcount additions and no current non-recurring engineering expenditure projects (“NRE”).
	●	Net loss was $815K or $(0.28) per share, compared to net loss of $435K or $(0.16) per share in the year-ago quarter.
	●	Bookings backlog increased to $7.9 million at the end of the second quarter.

	o	Receipt of substantial SDR-OMNI follow-on orders from Airbus. Receipt of Boeing authorization for SDR-OMNI inclusion in its approved supplier listing.
	o	Receipt of $1.55 million MADL order in October for the F-35 program.
	o	Receipt of initial SDR-OMNI/MIL orders from the U.S. DOD.

 

Mr. Jeffrey O’Hara, Tel-Instrument’s President and CEO commented, “The second quarter was again impacted by late deliveries of key components for all of our major product lines. The abnormally low margins in the second quarter were a combination of low shipments causing large negative manufacturing margins plus CRAFT ECP engineering expenses running over budgeted levels. The good news is our current sales backlog is over $9 million, and we are negotiating a substantial increase in the CRAFT ECP production contract as well as a multi-year IDIQ with Northrup Grumman for the CRAFT and MADL product lines. We are now in receipt of all required parts for our major product lines and the third and fourth quarters should show a marked improvement in both revenues, profitability, and cash position. The $1.55 million MADL contract will commence full-rate production in the fourth quarter of this fiscal year. The CRAFT ECP is currently in Navy platform and AIMS testing and we are requesting a limited rate initial production (“LRIP”) contract starting in the fourth quarter of this fiscal year. Once full rate production commences, this is expected to increase revenues by around $5 million per year.

We are making a significant investment in our SDR-OMNI marketing program with the hiring of two dedicated sales professionals. This marketing effort has been hampered by parts availability issues caused by delays associated with insourcing PCB production to the United States to comply with DOD requirements. We are still making solid headway in both the commercial and military markets. We will be shipping the initial Airbus units this month as well as SDR-OMNI/MIL units to both domestic and overseas customers. 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 is normally an extended process, the SDR-OMNI/MIL has the potential to generate millions of dollars of annual revenues as it has been designed to replace thousands of obsolete test sets currently in use by the U.S. military and our NATO allies.”

 

 

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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, 2024				March 31, 2024
		(unaudited)
ASSETS
Current assets:
Cash		$	242,366			$	132,013
Accounts receivable, net			813,801				1,110,548
Inventories, net			4,989,908				5,411,644
Prepaid expenses and other current assets			205,649				214,161
Total current assets			6,251,724				6,868,366
Equipment and leasehold improvements, net			55,330				73,195
Operating lease right-of-use assets			1,220,431				1,324,463
Deferred tax asset, net			2,655,964				2,450,657
Other long-term assets			35,109				35,109
Total assets		$	10,218,558			$	10,751,790
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	1,009,392			$	1,276,935
Accrued expenses ‐vacation pay, payroll and payroll withholdings			280,159				248,713
Deferred revenues - current portion			231,808				72,803
Operating lease liabilities – current portion			206,061				210,111
Accrued expenses - other			174,350				120,027
Line of credit			965,000				690,000
Promissory notes – related parties			120,500				-
Total current liabilities			2,987,270				2,618,589
Operating lease liabilities – long-term			1,014,370				1,114,352
Other long term liabilities			41,546				45,501
Deferred revenues – long-term			90,205				119,721
Total liabilities			4,133,391				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			4,235,998				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			1,760,701				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			348,055				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			6,194,131				6,379,085
Accumulated deficit			(6,779,304	)			(6,006,958	)
Total stockholders’ equity			6,085,167				6,853,627
Total liabilities and stockholders’ equity		$	10,218,558			$	10,751,790

 

 

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TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three Months Ended								Six Months Ended
		September 30, 2024				September 30, 2023				September 30, 2024				September 30, 2023
Net sales		$	1,777,342			$	1,565,094			$	4,619,518			$	4,432,024
Cost of sales			1,570,402				1,205,610				3,666,676				2,777,990
Gross margin			206,940				359,484				952,842				1,654,034
Operating expenses:
Selling, general and administrative			550,468				521,070				1,092,808				1,105,928
Engineering, research, and development			656,086				317,715				787,724				607,155
Total operating expenses			1,206,554				838,785				1,880,532				1,713,083
Loss from operations			(999,614	)			(479,301	)			(927,690	)			(59,049	)
Other income (expense):
Interest income			-				12,320				11				51,609
Interest expense – judgement			-				(128,290	)			-				(198,535	)
Interest expense – other			(31,517	)			(13,133	)			(49,974	)			(26,587	)
Total other net (expense) income			(31,517	)			(129,103	)			(49,963	)			(173,513	)
Loss before income taxes			(1,031,131	)			(608,404	)			(977,653	)			(232,562	)
Income tax benefit			(216,537	)			(173,251	)			(205,307	)			(92,701	)
Net loss			(814,594	)			(435,153	)			(772,346	)			(139,861	)
Preferred dividends			(94,420	)			(82,708	)			(188,840	)			(162,708	)
Net loss attributable to common shareholders		$	(909,014	)		$	(517,861	)		$	(961,186	)		$	(302,569	)
Basic and Diluted net loss per common share		$	(0.28	)		$	(0.16	)		$	(0.30	)		$	(0.09	)
Weighted average shares outstanding:
Basic and Diluted			3,255,887				3,255,887				3,255,887				3,255,887

 

 

 

Document And Entity Information	Nov. 14, 2024
Document Information Line Items
Entity Registrant Name	TEL-INSTRUMENT ELECTRONICS CORP.
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0000096885
Document Period End Date	Nov. 14, 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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
No Trading Symbol Flag	true

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