Solitron Devices Inc 8-K, filed Mar 26, 2020
Solitron Devices Inc (SODI)
8-K
2020-03-26
For: 2020-03-26
View Original
Added on
April 07, 2026
About this 8-K
Solitron Devices Inc filed this 8-K on March 26, 2020.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 26,
2020
Solitron Devices, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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001-04978
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22-1684144
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3301
Electronics Way, West Palm Beach, Florida
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33407
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(561) 848-4311
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2.
below):
☐ 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 1933
(§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange 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
On
March 26, 2020, Solitron Devices, Inc. (“Solitron” or
the “Company”) issued a press release announcing
preliminary revenue and bookings for the fourth quarter of fiscal
year 2020 and fiscal year ended February 29, 2020, expectations for
fiscal 2021, and potential impact of the coronavirus. A copy of the
press release is furnished hereto as Exhibit
99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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Press
Release issued by Solitron Devices, Inc.
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SIGNATURE
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 hereunto duly authorized.
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SOLITRON
DEVICES, INC.
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March 26,
2020
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By:
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/s/ Tim
Eriksen
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Tim
Eriksen
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Chief
Executive Officer and
Interim
Chief Financial Officer
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Exhibit 99.1
SOLITRON
DEVICES, INC. CORPORATE UPDATE
WEST
PALM BEACH, FL – Solitron Devices, Inc. (OTCBB: SODI)
(“Solitron” or the “Company”) today
announced preliminary revenue and bookings for the fiscal 2020
fourth quarter and year ended February 29, 2020, expectations for
fiscal year 2021, and the impact of the COVID-19 coronavirus on
operations.
FISCAL
2020 FOURTH QUARTER HIGHLIGHTS
➢
Net sales of $2.0
million in fiscal fourth quarter versus $2.9 million in prior year
period
➢
Net bookings of
$2.1 million in fiscal fourth quarter versus $4.0 million in prior
year period
FISCAL
2020 YEAR HIGHLIGHTS
➢
Net sales of $9.2
million in fiscal 2020 versus $9.4 million in prior fiscal
year
➢
Net bookings of
$11.2 million in fiscal 2020 versus $8.3 million in prior fiscal
year
➢
Cash and Securities
increased to $1.5 million, or approximately $0.75 per share, at the
end of fiscal 2020 from $0.5 million, or approximately $0.25 per
share, at the end of fiscal 2019
CURRENT
FISCAL YEAR 2021 EXPECTATIONS
➢
Net sales of
approximately $10.5 million in fiscal 2021
➢
Net bookings of
approximately $10 million in fiscal 2021
➢
Expect a meaningful
improvement in net income
For the
fiscal 2020 fourth quarter, net sales were approximately $2.0
million versus $2.9 million in the fiscal 2019 fourth quarter. As
noted in our January 22, 2020 press release, fiscal 2020 fourth
quarter revenues were expected to be negatively impacted by
supplier issues. For fiscal 2020 net sales were $9.2 million versus
$9.4 million in fiscal 2019. During the fiscal 2020 fourth quarter
we began to see improvement regarding supplier issues related to
timely delivery and quality; however, in the first few weeks of the
fiscal 2021 first quarter, we have begun to see an impact on our
supply chain from the coronavirus.
Our
wafer fab continued to make progress in its improvement plan during
the fiscal 2020 fourth quarter. Additional issues that needed to be
addressed arose during the quarter, which delayed completion. While
there are still a few minor issues to complete, production levels
were increased in the past few weeks. Completion of the plan allows
the company to provide for its future requirements and to supply
customers with specialized bipolar wafer lot needs.
Net bookings were $2.1 million in the fiscal 2020 fourth quarter,
and $11.2 million in fiscal 2020, as compared to $4.0 million in
the fiscal 2019 fourth quarter, and $8.3 million in fiscal 2019.
The fiscal 2019 fourth quarter included an order under our largest
program with Raytheon in excess of $3 million, while the fiscal
2020 fourth quarter did not. Historically we have received orders
related to that defense program approximately every twelve months.
In fiscal 2020 we received an order of approximately $3 million in
June, just six months after the previous order, and we received an
additional approximately $2 million order for parts in
November.
We currently expect to receive the next order under the program of
roughly $2.5 to $3.0 million during the fiscal 2021 first quarter.
At this point, our current expectation for bookings in fiscal 2021
is approximately $10 million, which includes the expected fiscal
first quarter order and assumes the next large order from Raytheon
under the aforementioned program will be in fiscal 2022, although
it may occur before the end of the fiscal year. As a reminder,
timing is always uncertain with regard to the receipt of
government/defense related contracts.
As a
small manufacturing concern with high fixed costs, we believe we
have excellent operating leverage if we can increase sales. Since
new management took over, one of our primary focuses has been to
expand our capabilities into newer products, including Silicon
Carbide, and we are beginning to see the fruits of our efforts. In
the last six months of fiscal 2020 we had bookings in excess of
$1.2 million related to new initiatives.
Based
on our current backlog, we expect to see a revenue increase in
fiscal 2021 versus fiscal 2020, and a material improvement in net
income. Our current estimate for fiscal 2021 revenues is
approximately $10.5 million. If achieved, it would be the first
time the Company has exceeded $10 million in fiscal year revenues
since the company went through a reorganization more than 25 years
ago. As a reminder, when current management took over, trailing
twelve months sales were approximately $7.5 million.
As
noted above our cash and securities as of the end of fiscal 2020
was approximately $1.5 million. Much of the increase in the fourth
quarter was due to a decrease in accounts receivable. As of the
fiscal 2020 yearend, we continue to have no debt and our accounts
receivable exceeds our total current liabilities.
Update Related to COVID-19
In
recent weeks, Solitron has taken a number of steps to address the
impact of the COVID-19 coronavirus on our employees and their
families, while still maintaining business operations. These steps
include elimination of in-person meetings, social distancing,
staggered breaks and lunches, cessation of all employee travel,
daily temperature screening, visitor limitations, etc. Meanwhile,
we have continued to monitor the situation nationally and in South
Florida. Last week, Florida Governor Ron DeSantis ordered
“non-essential” businesses in Palm Beach county, where
Solitron is based, to shut down until further notice. Solitron is
exempt from this order since we are classified as an essential
business due to providing defense components to the US government
and its prime contractors.
Last week President Trump signed into law the Families First
Coronavirus Response Act (FFCRA), which takes effect April 1.
Our current estimate is that up to 30% of our employees could be
eligible to take paid sick time. While we expect most
of the labor costs of those on sick time to be eligible for credits
under the FFCRA, if all eligible employees avail themselves it
would negatively impact production levels during the period.
The FFCRA provides for two weeks of sick time for at risk employees
and up to twelve weeks for those caring for children due to school
closure. If the reduction lasts only two weeks, we
do not expect any meaningful impact to our delivery
schedules. Obviously, the situation remains fluid, so
as circumstances change, we will respond accordingly.
We join
with others in continuing to pray for the well being of our
community, nation, and for all people worldwide who have been
impacted by this virus, as well as those in leadership making
decisions that impact everyone so dramatically.
These
preliminary, unaudited revenue and bookings for the fiscal fourth
quarter and fiscal year ended 2020 and 2019 are based on
management's review of operations for those periods and the
information available to the Company as of the date of this press
release. An independent registered public accounting firm has not
reviewed or performed any procedures with respect to the
preliminary information presented for the fiscal quarters and
fiscal years ended February 29, 2020, February 28, 2019, or
February 28, 2018, nor completed the audit for the fiscal year
ended February 28, 2017.
About Solitron Devices, Inc.
Solitron Devices, Inc., a Delaware corporation, designs, develops,
manufactures and markets solid state semiconductor components and
related devices primarily for the military and aerospace markets.
The Company manufactures a large variety of bipolar and metal oxide
semiconductor (“MOS”) power transistors, power and
control hybrids, junction and power MOS field effect transistors
(“Power MOSFETS”), and other related products. Most of
the Company's products are custom made pursuant to contracts with
customers whose end products are sold to the United States
government. Other products, such as Joint Army/Navy
(“JAN”) transistors, diodes and Standard Military
Drawings voltage regulators, are sold as standard or catalog items.
The Company was incorporated under the laws of the State of New
York in March 1959 and reincorporated under the laws of the State
of Delaware in August 1987.
Forward-Looking Statements
This press release contains forward-looking statements regarding
future events and the future performance of Solitron Devices, Inc.
that involve risks and uncertainties that could materially affect
actual results, including statements regarding the Company’s
unaudited fiscal 2020 fourth quarter and fiscal year results and
the Company’s expectations regarding bookings, revenue, and
net income in fiscal 2021. Factors that could cause actual results
to vary from current expectations and forward-looking statements
contained in this press release include, but are not limited to:
(1) actual bookings, revenue and net income for fiscal year 2021;
(2) the global
impact of the pandemic outbreak of coronavirus (COVID-19) and its
impact on our operations and the operations of our suppliers and
clients, staffing levels and labor costs, the timing and size of
orders from our clients, our delivery schedules and our liquidity
and cash position (3) our ability to properly account for inventory
in the future; (4) the successful resolution of the supplier issues
and internal production challenges we experienced during the fiscal
2020 fourth quarter; (5) the timely and successful completion of
our wafer fab improvement plan; (6) our ability to protect the
Company’s net operating losses and tax benefits; (7)
volatility and changes in our stock price, corporate or other
market conditions; (8) the loss of, or reduction of business from,
substantial clients; (9) our dependence on government contracts,
which are subject to termination, price renegotiations and
regulatory compliance; (10) changes in government policy or
economic conditions; (11) increased competition; (12) the
uncertainty of current economic conditions, domestically and
globally; and (13) other factors contained in the Company’s
Securities and Exchange Commission filings, including its most
recent Form 10-K, 10-Q and 8-K reports.
Tim Eriksen
Chief Executive Officer
(561) 848-4311
Corporate@solitrondevices.com