UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 11, 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)

 

(201) 933-1600

(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. ☐

 

 

 

 

Item 2.02.  Results of Operations and Financial Condition.

 

On August 11, 2023, Tel-Instrument Electronics Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended June 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 August 11, 2023: Tel-Instrument Electronics Corp. Reports Financial Results For First Quarter FY 2024

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

*Filed herewith

 

 

 

 

 

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: August 14, 2023

By:

Jeffrey OHara

 
   

Name: Jeffrey O’Hara

 
   

Title: Chief Executive Officer

 

 

 

 

 

 

 

 
NONE false 0000096885 0000096885 2023-08-11 2023-08-11

 

Exhibit 99.1

ex_560315img001.jpg

 

Tel-Instrument Electronics Corp. Reports Financial Results

For First Quarter FY 2024

 

East Rutherford, NJ – August 11, 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 income of $295K ($0.07 per basic and $0.06 per diluted share) on revenues of $2.9 million for the first quarter of 2024 fiscal year, ended June 30, 2023.

 

Notes On First Quarter:

 

Revenues for the first quarter were $2.9 million, a 27% increase from $2.3 million in the year-ago quarter.

 

 

The gross margin percentage increased to 45% versus 37% in the year-ago quarter.

 

 

Operating expenses decreased by $205K, a 19% decline versus the year ago level as a result of funded engineering projects.

 

 

Operating income was $420K as compared to an operating loss of $244K in the year ago quarter.

 

 

Net income was $295K or $0.07 per share, compared to net loss of $233K or $(0.10) per share in the year-ago quarter.

 

 

The Company recorded $706K in positive cash-flow from operating activities for the quarter with cash balances improving to $6.5 million.

 

 

Backlog decreased to $5.3 million at the end of the first quarter, a $1.2 million decrease from the prior quarter-end.

 

Additionally, the Kansas Appellate Court denied our appeal motion on July 21, 2023. We continue to explore available options for next steps, including filing a further appeal.

 

Mr. Jeffrey O’Hara, Tel-Instrument’s President and CEO commented: “We were extremely disappointed with the decision of the Kansas Appellate Court and are currently deciding whether to pay the full judgement amount or appeal the decision to the Kansas Supreme Court. We were pleased with the revenue growth and profitability for the first quarter although parts availability and lead times continue to hamper production. We are predicting solid growth for the remainder of this fiscal year. Notable orders received in the second quarter include a $875k TS-4530A software upgrade project for the U.S. Army and a $1.7 million order for Germany for T-4530i units. This T-4530i order has been received by our European distributor and we are waiting for them to issue the purchase order to TIC. We have also submitted a quote for 111 MADL test sets totaling $1.5 million and we expect a contract award this year. TIC has $2 million of remaining funding for the CRAFT ECP. The Test Readiness Review (“TRR”) will take place late in the Spring of 2024 and this will generate an additional $1.2 million of revenues. The production contract should commence later next year and should generate annual revenues of up to $5 million per year. The SDR/OMNI continues to receive solid reviews from our customers, and we expect larger volume orders to start this Fall.

 

From a cash perspective, we have sufficient liquidity to pay the Aeroflex judgement if we elect not to appeal. TIC’s Board has also indicated its willingness to invest additional capital if needed to support our growth plans.

 

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 Companys 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 Companys 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 Companys 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.

(201) 933-1600 (Ext 309)

 

 

 

TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   

June 30,

2023

   

March 31,

2023

 
   

(unaudited)

         

ASSETS

               
                 

Current assets:

               

Cash

  $ 4,531,637     $ 3,839,398  

Accounts receivable, net

    1,237,544       900,881  

Inventories, net

    3,606,661       3,586,065  

Restricted cash to support appeal bond

    2,011,133       2,011,083  

Prepaid expenses and other current assets

    244,448       817,625  

Total current assets

    11,631,423       11,155,052  
                 

Equipment and leasehold improvements, net

    86,876       85,167  

Operating lease right-of-use assets

    1,476,765       1,526,551  

Deferred tax asset, net

    2,547,388       2,627,935  

Other long-term assets

    35,109       35,109  

Total assets

  $ 15,777,561     $ 15,429,814  
                 

LIABILITIES & STOCKHOLDERS’ EQUITY

               
                 

Current liabilities:

               

Line of credit

  $ 690,000     $ 690,000  

Operating lease liabilities – current portion

    204,065       202,087  

Accounts payable

    313,222       322,582  

Deferred revenues - current portion

    107,296       123,117  

Accrued expenses ‐vacation pay, payroll and payroll withholdings

    304,450       240,034  

Accrued legal damages

    6,430,943       6,360,698  

Accrued expenses - other

    166,046       157,896  

Total current liabilities

    8,216,022       8,096,414  
                 

Operating lease liabilities – long-term

    1,272,700       1,324,464  

Other long term liabilities

    51,438       53,416  

Deferred revenues – long-term

    157,203       173,883  
                 

Total liabilities

    9,697,363       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

    3,935,998       3,875,998  

Preferred stock, 166,667 shares 8% Cumulative Series B Convertible Preferred

authorized, issued and outstanding, par value $0.10 per share

    1,227,367       1,207,367  

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

    6,644,804       6,721,535  

Accumulated deficit

    (6,053,557

)

    (6,348,849

)

Total stockholders’ equity

    6,080,198       5,781,637  

Total liabilities and stockholders’ equity

  $ 15,777,561     $ 15,429,814  

 

 

 

TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   

Three Months Ended

 
   

June 30,

2023

   

June 30,

2022

 
                 

Net sales

  $ 2,866,929     $ 2,253,757  

Cost of sales

    1,572,380       1,418,572  
                 

Gross margin

    1,294,549       835,185  
                 

Operating expenses:

               

Selling, general and administrative

    584,858       556,933  

Engineering, research, and development

    289,441       522,103  

Total operating expenses

    874,299       1,079,036  
                 

Income (loss) from operations

    420,250       (243,851

)

                 

Other (expense) income:

               

Interest income

    39,289       986  

Interest expense – other

    (13,455

)

    -  

Interest expense – judgement

    (70,245

)

    (51,920

)

Total other net expense

    (44,411

)

    (50,934

)

                 

Income (loss) before income taxes

    375,839       (294,785

)

                 

Income tax expense (benefit)

    80,547       (61,916

)

                 

Net income (loss)

    295,292       (232,869

)

                 

Preferred dividends

    (80,000

)

    (80,000

)

                 

Net income (loss) attributable to common shareholders

  $ 215,292     $ (312,869

)

                 

Basic net income (loss) per common share

  $ 0.07     $ (0.10

)

Diluted net income (loss) per common share

  $ 0.06     $ (0.10

)

                 

Weighted average shares outstanding:

               

Basic

    3,255,887       3,255,887  

Diluted

    5,215,665       3,255,887  

 

 

 

 
v3.23.2
Document And Entity Information
Aug. 11, 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 Aug. 11, 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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