0001185185-13-002415.txt : 20131113 0001185185-13-002415.hdr.sgml : 20131113 20131113152207 ACCESSION NUMBER: 0001185185-13-002415 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131113 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131113 DATE AS OF CHANGE: 20131113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEL INSTRUMENT ELECTRONICS CORP CENTRAL INDEX KEY: 0000096885 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 221441806 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31990 FILM NUMBER: 131214294 BUSINESS ADDRESS: STREET 1: ONE BRANCA ROAD CITY: EAST RUTHERFORD STATE: NJ ZIP: 07073 BUSINESS PHONE: 2019331600 MAIL ADDRESS: STREET 1: ONE BRANCA ROAD CITY: EAST RUTHERFORD STATE: NJ ZIP: 07073 8-K 1 tel-instrument8k111313.htm 8-K tel-instrument8k111313.htm
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): November 13, 2013

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)

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))

 
 
 
 
Item 2.02.  Results of Operations and Financial Condition.
 
On November 13, 2013, Tel-Instrument Electronics Corp (“TIC”) (NYSE MKT: TIK) announced that second quarter revenues increased by 68% from the year ago period to $4,034,581. The Company recorded a net loss of $72,474 ($0.02 per share) compared to a net loss of $429,705 ($0.16 per share) in the year ago quarter. The Company’s gross margin in the latest quarter increased to $1,275,749 (32%) compared to $602,423 (25%) in the year ago quarter. Operating expenses for the quarter declined by 9% to $1,119,982 compared to the same period last year. This resulted in the Company’s operating profit increasing to $155,767. Non-operating expenses for the quarter totaled $217,381 which included a $67,345 charge for the change in the fair value of common stock warrants. As a result, the Company recorded a loss before taxes of $61,614.

The Company also announced receipt of a $755,580 order from Lockheed Martin for 21 AN/USM-708 (“CRAFT”) test sets to be used on the Joint Strike Fighter program. This order is scheduled to be completed during the current fiscal year ending March 31, 2014.

On November, 2013, Tel-Instrument Electronics Corp. (the “Company”) issued a press release regarding the Company’s financial results for the period ended September 30, 2013 which is also disclosed in Company’s Form 10-Q filed with the Securities and Exchange Commission on November 13, 2013, and that it has received an order from  Lockheed Martin in the amount of $755,580 for 21 AN/USM-708 (“CRAFT”) test sets to be used on the Joint Strike Fighter program. This order is scheduled to be completed during the current fiscal year ending March 31, 2014.

A copy of the Company’s press release is attached hereto as Exhibit 99.1.
 
Item 9.01.  Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.         Description
 
 

 
 
 

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 13, 2013
By:
/s/ Joseph P. Macaluso
  
   
Name: Joseph P. Macaluso
  
   
Title: Principal Accounting Officer
  

 
 
 
 
 
 EX-99.1 2 ex99-1.htm EX-99.1 ex99-1.htm
Exhibit 99.1

Tel-Instrument Electronics Corp Announces Second Quarter Results For 2014 Fiscal Year and Receipt of $755k CRAFT Order
 
East Rutherford, NJ – November 13, 2013 – Tel-Instrument Electronics Corp (“TIC”) (NYSE MKT: TIK) announced today that second quarter revenues increased by 68% from the year ago period to $4,034,581. The Company recorded a net loss of $72,474 ($0.02 per share) compared to a net loss of $429,705 ($0.16 per share) in the year ago quarter. The Company’s gross margin in the latest quarter increased to $1,275,749 (32%) compared to $602,423 (25%) in the year ago quarter. Operating expenses for the quarter declined by 9% to $1,119,982 compared to the same period last year. This resulted in the Company’s operating profit increasing to $155,767. Non-operating expenses for the quarter totaled $217,381 which included a $67,345 charge for the change in the fair value of common stock warrants. As a result, the Company recorded a loss before taxes of $61,614.

The Company also announced receipt of a $755,580 order from Lockheed Martin for 21 AN/USM-708 (“CRAFT”) test sets to be used on the Joint Strike Fighter program. This order is scheduled to be completed during the current fiscal year ending March 31, 2014.

In commenting on the quarter and future prospects, Jeff O’Hara, the Company’s President and CEO, noted that: “the second quarter results reflect a further stabilization in the Company’s financial condition after an extremely difficult prior fiscal year. The Company did face some parts procurement issues on our CRAFT and older legacy products in the second quarter which negatively impacted both revenues and gross margins. The commencement of limited rate production on the Army TS-4530A program has allowed the Company to continue to work down payable balances and, more recently in the current quarter, to secure parts on a timelier basis. The Company is anticipating strong revenue and profitability growth for the balance of the fiscal year as a result of several large orders for our T-47G, T-47N, and AN/USM-708 test sets. The Company is also working to finalize the TS-4530A logistics documentation this month which is the last step required to be completed by the Company to request a full rate production release. We hope to secure U.S. Army approval in a reasonable time so as not to have a lag between the completion of the initial release and the commencement of full rate production.”

The Company’s Annual Shareholder Meeting is scheduled for Wednesday, January 15, 2014. We look forward to seeing you there.

We encourage everyone to read our full results of operations contained in our Form 10-Q filed on November 13, 2013 at sec.gov.
 
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 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.

Contacts
 
Tel-Instrument Electronics Corp
Joseph P. Macaluso, 201-933-1600
or
Institutional Marketing Services (IMS)
John Nesbett or Jennifer Belodeau
203-972-9200
jnesbett@institutionalms.com
 
 
 
 
 
TEL-INSTRUMENT ELECTRONICS CORP
CONDENSED CONSOLIDATED BALANCE SHEETS

   
September 30,
2013
    
March 31,
2013
  
   
(unaudited)
        
ASSETS
            
             
Current assets:
            
Cash and cash equivalents
  
$
145,751
      
310,297
  
Accounts receivable, net
    
1,368,658
      
557,879
  
Inventories, net
    
4,712,040
      
6,241,181
  
Prepaid expenses and other
    
146,996
      
115,852
  
Deferred financing costs
    
108,321
      
108,321
  
Deferred income tax asset
    
1,238,421
      
1,238,421
  
Total current assets
    
7,720,187
      
8,571,951
  
                 
Equipment and leasehold improvements, net
    
494,819
      
587,958
  
Deferred financing costs – long-term
    
102,303
      
156,463
  
Deferred income tax asset – non-current
    
2,553,709
      
2,546,190
  
Other assets
    
56,872
      
56,872
  
Total assets
    
10,927,890
      
 11,919,434
  
                 
LIABILITIES & STOCKHOLDERS’ EQUITY
                
                 
Current liabilities:
                
Current portion long-term debt
    
668,469
      
1,229,643
  
Capital lease obligations – current portion
    
79,468
      
74,508
  
Accounts payable
    
2,819,192
      
4,272,431
  
Progress billings
    
795,050
      
-
  
Deferred revenues – current portion
    
24,140
      
18,460
  
Accrued payroll, vacation pay and payroll taxes
    
375,858
      
442,522
  
Accrued expenses
    
1,370,654
      
1,525,538
  
Total current liabilities
    
6,132,831
      
7,563,102
  
                 
Subordinated notes payable-related parties
    
250,000
      
250,000
  
Capital lease obligations – long-term
    
34,125
      
76,055
  
Deferred revenues – long-term
    
-
      
1,045
  
Warrant liability
    
282,213
      
198,330
  
Long-term debt, net of debt discount
    
873,450
      
1,134,549
  
Total liabilities
    
7,572,619
      
9,223,081
  
                 
Commitments
                
                 
Stockholders' equity:
                
   Common stock, par value $.10 per share, 3,243,087 and 3,011,739 issued and outstanding
       as of September 30, 2013 and March 31, 2013, respectively
    
324,306
      
  301,171
  
   Additional paid-in capital
    
7,902,329
      
7,108,300
  
   Accumulated deficit
    
(4,871,364
)
    
(4,713,118
)
Total stockholders' equity
    
3,355,271
      
2,696,353
  
Total liabilities and stockholders' equity
  
$
10,927,890
    
$
11,919,434
  
 
 
 
 
 
TEL-INSTRUMENT ELECTRONICS CORP
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
   
Three Months Ended
    
Six Months Ended
  
   
September 30,
2013
    
September 30,
2012
    
September 30,
2013
    
September 30,
2012
  
                         
Net sales
  
$
4,034,581
    
$
2,394,950
      
7,234,556
    
$
3,572,238
  
Cost of sales
    
2,758,832
      
1,792,527
      
4,772,649
      
2,686,121
  
                                 
Gross margin
    
1,275,749
      
602,423
      
2,461,907
      
886,117
  
                                 
Operating expenses:
                                
Selling, general and administrative
    
671,410
      
686,346
      
1,324,660
      
1,340,234
  
Engineering, research and development
    
448,572
      
548,800
      
928,949
      
1,127,404
  
Total operating expenses
    
1,119,982
      
1,235,146
      
2,253,609
      
2,467,638
  
                                 
Income (loss) from operations
    
155,767
      
(632,723
)
    
208,298
      
(1,581,521
)
                                 
Other income (expense):
                                
Amortization of debt discount
    
(25,600
)
    
(31,009
)
    
(48,587
)
    
(44,401
)
Loss on extinguishment of debt
    
0
      
0
      
(26,600
)
    
0
  
Amortization of deferred financing costs
    
(27,080
)
    
(56,711
)
    
(54,160
)
    
(83,791
)
Financing costs
    
-
      
(26,477
)
    
-
      
(26,477
)
Change in fair value of common stock Warrants
    
(67,345
)
    
(337
)
    
(42,773
)
    
249,057
  
Interest income
    
34
      
13
      
34
      
13
  
Interest expense
    
(97,390
)
    
(131,032
)
    
(201,467
)
    
(223,500
)
Total other income (expense)
    
(217,381
)
    
(245,553
)
    
(373,553
)
    
(129,099
)
                                 
Loss before income taxes
    
(61,614
)
    
(878,276
)
    
(165,255
)
    
(1,710,620
)
                                 
Income tax expense (benefit)
    
10,860
      
(448,571
)
    
(7,009
)
    
(612,115
)
                                 
Net loss
  
$
(72,474
)
  
$
(429,705
)
  
$
(158,246
)
  
$
(1,098,505
)
                                 
Basic income (loss) per common share
  
$
(0.02
)
  
$
(0.16
)
  
$
(0.05
)
  
$
(0.41
)
Diluted income (loss) per common share
  
$
(0.02
)
  
$
(0.16
)
  
$
(0.05
)
  
$
(0.41
)
                                 
Weighted average shares outstanding:
                                
Basic
    
3,235,250
      
2,717,585
      
3,157,985
      
2,708,335
  
Diluted
    
3,235,250
      
2,717,585
      
3,157,985
      
2,708,335