UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Securities registered pursuant to Section 12(b) of the Act:
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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 February 13, 2023, Tel-Instrument Electronics Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended December 31, 2022. 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* |
||
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. |
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Date: February 14, 2023 |
By: |
Jeffrey O’Hara |
|
Name: Jeffrey O’Hara |
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Title: Chief Executive Officer |
Exhibit 99.1
Tel-Instrument Electronics Corp. Reports Financial Results
For Third Quarter FY 2023
East Rutherford, NJ – February 13, 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 $393K ($0.10 per basic and $0.08 per diluted share) on revenues of $2.3 million for the third quarter of 2023 fiscal year, ended December 31, 2022.
Notes On Third Quarter:
● |
Revenues for the third quarter were $2.3 million, a 27% decline from $3.2 million in the year ago quarter. |
● |
Gross margin percentage declined to 38% versus 44% in the year ago quarter. This decline was mainly volume related. |
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Operating expenses decreased by $156K, a 14% decline versus the year ago quarter. |
● |
Operating loss was $66K as compared to an operating profit of $293K in the year ago quarter. |
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Other income (expense) was $563K income as compared to $51K expense in the prior year ago quarter. The third quarter results included a $628K Employee Retention Tax Credit (“ERTC”). |
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Net income was $393K or $0.10 per share, compared to net income of $195K or $0.04 per share in the year-ago quarter. |
● |
Backlog increased to $5.6 million at the end of the third quarter, a $2.3 million increase from the prior quarter-end. |
● |
Low-rate initial production of the SDR/OMNI commenced in December 2022. |
● |
Aeroflex appeal hearing is set for March 30, 2023. |
Mr. Jeffrey O’Hara, Tel-Instrument’s President and CEO commented, “This has been the fourth consecutive quarter that has been negatively impacted by parts shortages. Due to the chip shortage situation, vendor lead times have tripled to as long as nine months in some cases. This prevented us from shipping certain high dollar orders in the last quarter. We have been ordering additional components from our vendors to mitigate the impact of extended lead times. This has resulted in an inventory increase of almost $500K since the start of the year. We expect to have sufficient parts on hand to reach normal production levels starting in the first quarter of Fiscal Year 2024 which starts in April. We also have several major contracts pending. including a large AN/USM-708 order for the F-35 program and a follow-on T-4530i order from Germany. With the commencement of SDR/OMNI shipments, we are projecting a return to solid profitability next fiscal year and strong revenue and profitability growth once we start shipping Navy CRAFT ECP Upgrade KITS.
We are extremely excited by the prospects of the SDR/OMNI which commenced initial low-rate production in December. We continue to conduct product demonstrations with the major Primes (“major customers”) and airlines. The reaction from all customers has been extremely positive. We expect to ship $300K of these test sets in the fourth quarter. The SDR/OMNI is the only multi-purpose avionic test set in the market that meets Class 1 military environmental specification. We believe that this will be a strong competitor in both commercial and military avionic and communication test set markets.
The CRAFT ECP contract will be critical for the Company as this is expected to generate millions of dollars of annual production revenues, starting when the engineering work is completed. The CRAFT engineering effort is a funded $2.9 million program and is expected to take two years to complete. The next major milestone is the Critical Design Review (“CDR”) which is scheduled to take place in April 2023. This will generate almost $700K of non-recurring engineering revenues. The Lockheed Martin F-35 MADL Test Set development program has been completed. This is expected to generate ongoing production revenues in the $600K-$700K range. Finally, we have been in negotiations with the U.S. Army on a software upgrade for the TS-4530A product to include new functionality such as Mode 5 Level 2B and compatibility with European CCI (“COMSEC Controlled Item”) devices. This software upgrade effort is expected to result in a funded engineering program.
The Aeroflex appeal hearing has been set for March 30, 2023 with a final decision expected this summer. We believe that we have excellent arguments to reduce or reverse the judgment. Regardless of the outcome, we look forward to resolving this case and stopping the accrual of judgment interest.”
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. |
|
(201) 933-1600 (Ext 309) |
TEL-INSTRUMENT ELECTRONICS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2022 |
March 31, 2022 |
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(unaudited) |
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ASSETS |
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Current assets: |
||||||||
Cash |
$ | 3,292,547 | $ | 4,949,690 | ||||
Accounts receivable, net |
1,270,353 | 1,049,040 | ||||||
Inventories, net |
3,311,159 | 2,820,497 | ||||||
Restricted cash to support appeal bond |
2,011,050 | 2,011,050 | ||||||
Prepaid expenses and other current assets |
967,612 | 244,040 | ||||||
Total current assets |
10,852,721 | 11,074,317 | ||||||
Equipment and leasehold improvements, net |
81,921 | 115,338 | ||||||
Operating lease right-of-use assets |
1,575,377 | 1,720,921 | ||||||
Deferred tax asset, net |
2,584,036 | 2,499,587 | ||||||
Other long-term assets |
35,109 | 35,109 | ||||||
Total assets |
$ | 15,129,164 | $ | 15,445,272 | ||||
LIABILITIES & STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Operating lease liabilities – current portion |
$ | 200,148 | $ | 194,370 | ||||
Accounts payable |
563,414 | 406,489 | ||||||
Deferred revenues - current portion |
167,672 | 119,835 | ||||||
Accrued expenses ‐vacation pay, payroll and payroll withholdings |
217,461 | 410,538 | ||||||
Accrued legal damages |
6,291,226 | 6,097,273 | ||||||
Accrued expenses - other |
270,107 | 174,145 | ||||||
Total current liabilities |
7,710,028 | 7,402,650 | ||||||
Operating lease liabilities – long-term |
1,375,229 | 1,526,551 | ||||||
Deferred revenues – long-term |
195,814 | 289,071 | ||||||
Total liabilities |
9,281,071 | 9,218,272 | ||||||
Commitments and contingencies |
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Stockholders’ equity: |
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Preferred stock, 1,000,000 shares authorized, par value $0.10 per share |
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Preferred stock, 500,000 shares 8% Cumulative Series A Convertible Preferred authorized, issued and outstanding, par value $0.10 per share |
3,815,998 | 3,695,998 | ||||||
Preferred stock, 166,667 shares 8% Cumulative Series B Convertible Preferred authorized, issued and outstanding, par value $0.10 per share |
1,187,367 | 1,147,367 | ||||||
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 |
6,797,056 | 7,018,353 | ||||||
Accumulated deficit |
(6,277,914 |
) |
(5,960,304 |
) |
||||
Total stockholders’ equity |
5,848,093 | 6,227,000 | ||||||
Total liabilities and stockholders’ equity |
$ | 15,129,164 | $ | 15,445,272 |
TEL-INSTRUMENT ELECTRONICS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended |
Nine Months Ended |
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December 31, 2022 |
December 31, 2021 |
December 31, 2022 |
December 31, 2021 |
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Net sales |
$ | 2,328,254 | $ | 3,171,532 | $ | 6,594,768 | $ | 10,914,787 | ||||||||
Cost of sales |
1,434,547 | 1,763,739 | 4,312,405 | 5,824,341 | ||||||||||||
Gross margin |
893,707 | 1,407,793 | 2,282,363 | 5,090,446 | ||||||||||||
Operating expenses: |
||||||||||||||||
Selling, general and administrative |
578,077 | 523,966 | 1,613,021 | 1,674,618 | ||||||||||||
Litigation expenses |
10,860 | 17,145 | 12,102 | 21,545 | ||||||||||||
Engineering, research, and development |
370,795 | 574,118 | 1,502,534 | 1,950,545 | ||||||||||||
Total operating expenses |
959,732 | 1,115,229 | 3,127,657 | 3,646,708 | ||||||||||||
(Loss) income from operations |
(66,025 |
) |
292,564 | (845,294 |
) |
1,443,738 | ||||||||||
Other income (expense): |
||||||||||||||||
Interest income |
5,664 | 996 | 8,787 | 2,977 | ||||||||||||
Other income |
628,400 | - | 628,400 | 35,854 | ||||||||||||
Gain on forgiveness of PPP loan |
- | - | - | 722,577 | ||||||||||||
Interest expense – judgement |
(71,016 |
) |
(52,490 |
) |
(193,952 |
) |
(156,901 |
) |
||||||||
Total other net income (expense) |
563,048 | (51,494 |
) |
443,235 | 604,507 | |||||||||||
Income (loss) before income taxes |
497,023 | 241,070 | (402,059 |
) |
2,048,245 | |||||||||||
Income tax expense (benefit) |
104,396 | 46,448 | (84,449 |
) |
278,446 | |||||||||||
Net income (loss) |
392,627 | 194,622 | (317,610 |
) |
1,769,799 | |||||||||||
Preferred dividends |
(80,000 |
) |
(80,000 |
) |
(240,000 |
) |
(240,000 |
) |
||||||||
Net income (loss) attributable to common shareholders |
$ | 312,627 | $ | 114,622 | $ | (557,610 |
) |
$ | 1,529,799 | |||||||
Basic net income (loss) per common share |
$ | 0.10 | $ | 0.04 | $ | (0.17 |
) |
$ | 0.47 | |||||||
Diluted net income (loss) per common share |
$ | 0.08 | $ | 0.04 | $ | (0.17 |
) |
$ | 0.35 | |||||||
Weighted average shares outstanding: |
||||||||||||||||
Basic |
3,255,887 | 3,255,887 | 3,255,887 | 3,255,887 | ||||||||||||
Diluted |
5,155,665 | 5,095,665 | 3,255,887 | 5,095,665 |
Document And Entity Information |
Feb. 13, 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 | Feb. 13, 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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