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Tel-Instrument Electronics (OTCQB: TIKK) swings to FY 2025 loss as equity shrinks

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Tel-Instrument Electronics Corp. furnished an update on its financial results for the fiscal year ended March 31, 2025. The company generated net sales of $9,296,392 and reported a net loss of $4,901,093, compared with net income of $341,891 in the prior year.

Gross margin fell to $2,002,715 as cost of sales rose sharply, while operating expenses increased to $4,348,977, driving an operating loss of $2,346,262. After income tax expense of $2,451,407 and preferred dividends, the net loss attributable to common shareholders was $5,278,773, or $(1.62) per share. Total assets declined to $6,144,427 and stockholders’ equity dropped to $1,987,761 as of March 31, 2025.

Positive

  • None.

Negative

  • Material deterioration in profitability: FY 2025 net loss attributable to common shareholders was $5.28M versus near break-even in 2024, with basic and diluted loss per share of $(1.62).
  • Weaker balance sheet: Total assets declined from $10.75M to $6.14M and stockholders’ equity fell from $6.85M to $1.99M, while use of the line of credit increased.

Insights

FY 2025 swung from a small profit to a sizable loss with weaker margins.

Tel-Instrument Electronics Corp. posted net sales of $9.3M for fiscal 2025, up modestly from $8.8M in 2024. However, cost of sales increased faster, cutting gross margin roughly in half to $2.0M. Operating expenses also rose, particularly engineering and R&D, which climbed to over $2.0M.

The company moved from operating income of $0.7M in 2024 to an operating loss of $2.3M in 2025. After higher income tax expense of $2.45M and preferred dividends, net loss attributable to common shareholders reached $5.28M, or $(1.62) per share.

On the balance sheet, total assets fell from $10.75M to $6.14M, while stockholders’ equity dropped from $6.85M to $1.99M. The line of credit increased to $1.0M. These shifts indicate a materially weaker financial position compared with the prior year.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Net sales FY 2025 $9,296,392 Fiscal year ended March 31, 2025
Net sales FY 2024 $8,809,087 Fiscal year ended March 31, 2024
Net loss FY 2025 $4,901,093 After income taxes for fiscal 2025
Net income FY 2024 $341,891 Prior-year net income
Loss per share FY 2025 $(1.62)/share Basic and diluted, attributable to common shareholders
Total assets $6,144,427 As of March 31, 2025
Stockholders’ equity $1,987,761 As of March 31, 2025
Line of credit balance $1,000,000 Current liability at March 31, 2025
preferred dividends financial
"Preferred dividends | | | (377,680 | ) | | | (351,549 | )"
Preferred dividends are regular payments a company makes to holders of preferred stock before any dividends go to common shareholders. Think of preferred shareholders as having a reserved seat at the payment table: they usually receive a fixed amount like a steady paycheck, which makes these dividends important for income-focused investors and affects how much cash remains for common-stock holders and reinvestment.
basic and diluted loss per common share financial
"Basic and diluted loss per common share | | $ | (1.62 | )"
deferred revenues financial
"Deferred revenues - current portion | | | 443,659 |"
Deferred revenues are cash a company has received up front for goods or services it has not yet delivered; the company records this as a promise to fulfill an obligation later rather than as current earned sales. Investors care because deferred revenues show how much future work a firm must complete before that cash counts as profit, similar to buying a prepaid subscription or gift card that the seller still needs to honor.
operating lease liabilities financial
"Operating lease liabilities - current portion | | | 229,624 |"
Long-term lease payments a company is legally committed to because it rents assets such as offices, factories, or equipment; under modern accounting rules these future rent obligations are recorded on the balance sheet as liabilities. Investors care because operating lease liabilities act like debt that drains future cash, affects measures of leverage and borrowing capacity, and can change profitability and valuation — think of them as a company’s large, ongoing rent payments that limit its financial flexibility.
additional paid-in capital financial
"Additional paid-in capital | | | 6,036,632 |"
Amount of money shareholders have paid to a company for shares that is above the stock’s nominal or par value; think of it as the extra premium paid when a group buys a ticket that has a low listed price. It matters to investors because it represents permanent capital on the balance sheet that can cushion losses, affect book value per share and indicate how much fresh cash equity holders have contributed beyond the minimum share value.
accumulated deficit financial
"Accumulated deficit | | | (10,908,051 | )"
Accumulated deficit is the running total of a company’s past net losses minus any profits, showing how much the business has eaten into its own funds over time—think of it like a bank account that’s been overdrawn by repeated shortfalls. It matters to investors because a large accumulated deficit reduces the cushion that protects owners and creditors, can limit dividends or borrowing, and signals how much funding the company may need to reach profitability.
Revenue (net sales) $9,296,392 vs $8,809,087 in 2024
Net (loss) income $(4,901,093) vs $341,891 in 2024
Loss per share $(1.62) basic and diluted, FY 2025
Gross margin $2,002,715 vs $4,017,353 in 2024
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false 0000096885 TEL INSTRUMENT ELECTRONICS CORP 0000096885 2026-07-01 2026-07-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): July 1, 2026

 

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 June 30, 2026, Tel-Instrument Electronics Corp. (the “Company”) issued a press release announcing its financial results for the fiscal year ended March 31, 2025. 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 June 30, 2026: Tel-Instrument Electronics Corp. Reports Financial Results For Third Fiscal Year 2025
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

*Filed herewith

 

1

 

 

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: July 1, 2026 Jeffrey O’Hara
  Name:  Jeffrey O’Hara
  Title: Chief Executive Officer

 

2

Exhibit 99.1

 

Tel-Instrument Electronics Corp. Reports Financial Results

For Fiscal Year 2025

 

East Rutherford, NJ – June 30, 2026 – 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 $4.9M on revenues of $9.3M for the 2025 fiscal year ended March 31, 2025.

 

Summary of Results:

 

●Revenues for the fiscal year ended March 31, 2025, increased to $9.3M, or 6%, versus the prior fiscal year.

 

●Gross margin for the 2025 fiscal year was 22%, or 24 percentage points decrease over the prior fiscal year.

 

●Operating expenses increased by $1.1M, or 33% year-over-year, due to the absence of client funded engineering projects.

 

●Operating loss was $2.3M as compared to an operating income of $737K in the prior fiscal year.

 

●Tax Loss Carryforward reversal led to a Net loss of $4.9M.

 

Mr. Jeffrey O’Hara, Tel-Instrument’s President and CEO commented, “FY 2025 was a difficult year for the Company as our main CRAFT test set went obsolete which severely impacted sales revenues. Moreover, the cost of finishing the engineering for the CRAFT ECP significantly exceeded budgeted levels. The reversal of prior accruals contributed to the gross margin decline. We had expected CRAFT shipments and Navy ECP units to start shipping in early FY 2026, but this was also delayed due to extensive Navy platform testing. TIC did commence CRAFT shipments in late FY 2026, but no Navy ECP units were delivered. FY 2026 revenues increased to $10.4M, and the operating loss declined substantially. TIC is projecting extremely strong revenue growth and profitability starting in the second quarter of the current fiscal year. Cash remains very tight, but we expect this to improve materially as we begin Navy KIT production next month. Since we are a year behind in reporting, the following are notable items.

 

●Current sales backlog is $11M, $3.5M of this is Navy KIT production out of a $20M expected contract.

 

●Navy full-rate ECP KIT production will be starting in July 2026. This is expected to increase annual revenues by $5M.

 

●Strong sales of new CRAFT 708A test sets with $2.6M of backlog and $3M of orders in the pipeline.

 

●Volume sales of SDR-OMNI and SDR-MIL to both commercial and military customers.

 

●Work continues on SDR-OMNI/M5 which is targeted as the replacement for the 4,000 TS-4530A units currently fielded.

 

●Completed fundraising in the amount of $866,500 preferred stock. I personally invested $166,500.

 

We plan to catch up on our reporting as soon as possible. We appreciate the patience of our shareholder base and look forward to moving into a new phase of growth and profitability.”

 

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.

Consolidated Balance Sheets

Audited

 

   March 31,
2025		   March 31,
2024		 
ASSETS        
Current assets:        
Cash  $121,587   $132,013 
Accounts receivable, net   645,346    1,110,548 
Inventories, net   4,027,236    5,411,644 
Prepaid expenses and other current assets   158,689    214,161 
Total current assets   4,952,858    6,868,366 
           
Equipment and leasehold improvements, net   42,108    73,195 
Operating lease right-of-use assets   1,114,352    1,324,463 
Deferred tax asset, net   -    2,450,657 
Other assets   35,109    35,109 
           
Total assets  $6,144,427   $10,751,790 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
Current liabilities:          
Line of credit  $1,000,000   $690,000 
Promissory Notes – Related Parties   120,500    - 
Operating lease liabilities - current portion   229,624    210,111 
Accounts payable – Accounts payable, related party of $102,710 and $140,511, respectively   790,553    1,276,935 
Deferred revenues - current portion   443,659    72,803 
Accrued expenses - vacation pay, payroll and payroll withholdings   288,304    248,713 
Accrued expenses - other   238,792    120,027 
Total current liabilities   3,111,432    2,618,589 
           
Operating lease liabilities – long-term   884,728    1,114,352 
Other long term liabilities   37,589    45,501 
Deferred revenues – long-term   122,917    119,721 
           
Total liabilities   4,156,666    3,898,163 
Commitments and contingencies (Note 20)          
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   4,355,998    4,115,998 
Preferred stock, 320,000 shares 8% Cumulative Series B Convertible Preferred authorized; 233,334 and 233,334 issued and outstanding, respectively par value $0.10 per share   1,816,701    1,704,701 
Preferred stock, 166,667 shares 8% Cumulative Series C Convertible Preferred authorized; 53,500 and 53,500 issued, and outstanding, respectively, par value $0.10 per share   360,895    335,215 
Common stock, 7,000,000 shares authorized, par value $.10 per share, 3,255,887 and 3,255,887 shares issued and outstanding, respectively   325,586    325,586 
Additional paid-in capital   6,036,632    6,379,085 
Accumulated deficit   (10,908,051)   (6,006,958)
           
Total stockholders’ equity   1,987,761    6,853,627 
           
Total liabilities and stockholders’ equity  $6,144,427   $10,751,790 

 

2

 

 

TEL-INSTRUMENT ELECTRONICS CORP.

Consolidated Statements of Operations

Audited

 

   For the years ended
March 31,		 
   2025   2024 
Net sales  $9,296,392   $8,809,087 
           
Cost of sales   7,293,677    4,791,734 
           
Gross margin   2,002,715    4,017,353 
           
Operating expenses:          
Selling, general and administrative   2,292,000    2,124,815 
Engineering, research, and development   2,056,977    1,155,750 
           
Total operating expenses   4,348,977    3,280,565 
           
(Loss) income from operations   (2,346,262)   736,788 
           
Other income (expense):          
Interest income   13    24,642 
Interest expense   (103,755)   (70,086)
Interest expense – judgment   -    (198,535)
Other income, net   318    27,025 
           
Total other expenses, net   (103,424)   (216,954)
           
(Loss) income before income taxes   (2,449,686)   519,834 
           
Income tax expense   2,451,407    177,943 
           
Net (loss) income   (4,901,093)   341,891 
           
Preferred dividends   (377,680)   (351,549)
           
Net loss attributable to common shareholders  $(5,278,773)  $(9,658)
           
Basic and diluted loss per common share  $(1.62)  $(0.00)
           
Weighted average number of shares outstanding          
Basic and diluted  $3,255,887   $3,255,887 

 

3

 

Source: View Original Filing on SEC EDGAR

FAQ

What were Tel-Instrument Electronics Corp. (TIKK) FY 2025 revenues?

Tel-Instrument reported FY 2025 net sales of $9,296,392. This was slightly higher than the $8,809,087 recorded in FY 2024, reflecting modest top-line growth despite significant operational and margin challenges during the year.

Did Tel-Instrument Electronics Corp. (TIKK) report a profit or loss for FY 2025?

Tel-Instrument reported a net loss of $4,901,093 for FY 2025. After preferred dividends, the net loss attributable to common shareholders was $5,278,773, translating to basic and diluted loss per share of $(1.62).

How did Tel-Instrument Electronics Corp.’s FY 2025 operating performance change versus 2024?

In FY 2025, Tel-Instrument recorded a loss from operations of $2,346,262. This contrasts with operating income of $736,788 in FY 2024, as gross margin declined and operating expenses, including engineering and R&D, increased significantly.

What was Tel-Instrument Electronics Corp. (TIKK) gross margin in FY 2025?

Gross margin for FY 2025 was $2,002,715 on net sales of $9,296,392. In FY 2024, gross margin was $4,017,353, showing that cost of sales rose much faster than revenues and substantially compressed profitability.

What was Tel-Instrument Electronics Corp.’s financial position at March 31, 2025?

As of March 31, 2025, Tel-Instrument reported total assets of $6,144,427 and total liabilities of $4,156,666. Stockholders’ equity stood at $1,987,761, a notable decline from $6,853,627 one year earlier.

How much debt and credit usage did Tel-Instrument Electronics Corp. have at year-end 2025?

At March 31, 2025, Tel-Instrument had a $1,000,000 line of credit balance and $120,500 in related-party promissory notes. Operating lease liabilities totaled $1,114,352 combined current and long-term, affecting the company’s overall leverage profile.

Filing Exhibits & Attachments

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