Form 8-K - Current report
August 14 2023 - 1:00PM
Edgar (US Regulatory)
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
*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.
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TEL-INSTRUMENT ELECTRONICS CORP.
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Date: August 14, 2023
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By:
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Jeffrey O’Hara
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Name: Jeffrey O’Hara
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Title: Chief Executive Officer
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NONE
false
0000096885
0000096885
2023-08-11
2023-08-11
Exhibit 99.1
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:
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Revenues for the first quarter were $2.9 million, a 27% increase from $2.3 million in the year-ago quarter.
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The gross margin percentage increased to 45% versus 37% in the year-ago quarter.
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Operating expenses decreased by $205K, a 19% decline versus the year ago level as a result of funded engineering projects.
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Operating income was $420K as compared to an operating loss of $244K in the year ago quarter.
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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.
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The Company recorded $706K in positive cash-flow from operating activities for the quarter with cash balances improving to $6.5 million.
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Backlog decreased to $5.3 million at the end of the first quarter, a $1.2 million decrease from the prior quarter-end.
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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 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.
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Contact:
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Pauline Romeo
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Tel-Instrument Electronics Corp.
(201) 933-1600 (Ext 309)
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TEL-INSTRUMENT ELECTRONICS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
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June 30,
2023
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March 31,
2023
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(unaudited)
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ASSETS
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Current assets:
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Cash
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$ |
4,531,637 |
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$ |
3,839,398 |
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Accounts receivable, net
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1,237,544 |
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900,881 |
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Inventories, net
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3,606,661 |
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3,586,065 |
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Restricted cash to support appeal bond
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2,011,133 |
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2,011,083 |
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Prepaid expenses and other current assets
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244,448 |
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817,625 |
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Total current assets
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11,631,423 |
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11,155,052 |
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Equipment and leasehold improvements, net
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86,876 |
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85,167 |
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Operating lease right-of-use assets
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1,476,765 |
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1,526,551 |
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Deferred tax asset, net
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2,547,388 |
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2,627,935 |
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Other long-term assets
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35,109 |
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35,109 |
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Total assets
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$ |
15,777,561 |
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$ |
15,429,814 |
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LIABILITIES & STOCKHOLDERS’ EQUITY
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Current liabilities:
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Line of credit
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$ |
690,000 |
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$ |
690,000 |
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Operating lease liabilities – current portion
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204,065 |
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202,087 |
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Accounts payable
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313,222 |
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322,582 |
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Deferred revenues - current portion
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107,296 |
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123,117 |
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Accrued expenses ‐vacation pay, payroll and payroll withholdings
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304,450 |
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240,034 |
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Accrued legal damages
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6,430,943 |
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6,360,698 |
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Accrued expenses - other
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166,046 |
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157,896 |
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Total current liabilities
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8,216,022 |
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8,096,414 |
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Operating lease liabilities – long-term
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1,272,700 |
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1,324,464 |
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Other long term liabilities
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51,438 |
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53,416 |
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Deferred revenues – long-term
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157,203 |
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173,883 |
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Total liabilities
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9,697,363 |
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9,648,177 |
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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
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3,935,998 |
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3,875,998 |
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Preferred stock, 166,667 shares 8% Cumulative Series B Convertible Preferred
authorized, issued and outstanding, par value $0.10 per share
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1,227,367 |
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1,207,367 |
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Common stock, 7,000,000 shares authorized, par value $0.10 per share,
3,255,887 and 3,255,887 shares issued and outstanding, respectively
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325,586 |
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325,586 |
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Additional paid-in capital
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6,644,804 |
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6,721,535 |
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Accumulated deficit
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(6,053,557 |
)
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(6,348,849 |
)
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Total stockholders’ equity
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6,080,198 |
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5,781,637 |
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Total liabilities and stockholders’ equity
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$ |
15,777,561 |
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$ |
15,429,814 |
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TEL-INSTRUMENT ELECTRONICS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended
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June 30,
2023
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June 30,
2022
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Net sales
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$ |
2,866,929 |
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$ |
2,253,757 |
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Cost of sales
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1,572,380 |
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1,418,572 |
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Gross margin
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1,294,549 |
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835,185 |
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Operating expenses:
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Selling, general and administrative
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584,858 |
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556,933 |
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Engineering, research, and development
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289,441 |
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522,103 |
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Total operating expenses
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874,299 |
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1,079,036 |
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Income (loss) from operations
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420,250 |
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(243,851 |
)
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Other (expense) income:
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Interest income
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39,289 |
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986 |
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Interest expense – other
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(13,455 |
)
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- |
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Interest expense – judgement
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(70,245 |
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(51,920 |
)
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Total other net expense
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(44,411 |
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(50,934 |
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Income (loss) before income taxes
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375,839 |
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(294,785 |
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Income tax expense (benefit)
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80,547 |
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(61,916 |
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Net income (loss)
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295,292 |
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(232,869 |
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Preferred dividends
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(80,000 |
)
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(80,000 |
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Net income (loss) attributable to common shareholders
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$ |
215,292 |
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$ |
(312,869 |
)
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Basic net income (loss) per common share
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$ |
0.07 |
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$ |
(0.10 |
)
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Diluted net income (loss) per common share
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$ |
0.06 |
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$ |
(0.10 |
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Weighted average shares outstanding:
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Basic
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3,255,887 |
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3,255,887 |
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Diluted
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5,215,665 |
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3,255,887 |
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Tel Instrument Electronics (QB) (USOTC:TIKK)
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Tel Instrument Electronics (QB) (USOTC:TIKK)
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