Solitron Devices Inc NT 10-K, filed Jul 10, 2020
Solitron Devices Inc (SODI)
NT 10-K
2020-07-10
For: 2020-02-29
View Original
Added on
October 17, 2026
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OMB APPROVAL
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OMB Number:
3235-0058
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
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Expires:
February 28, 2022
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Estimated
average burden
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hours per
response.......2.50
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FORM
12b-25
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SEC FILE NUMBER
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001-04978
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CUSIP NUMBER
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NOTIFICATION
OF LATE FILING
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834256208
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(Check one):
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☑
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Form
10-K
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☐
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Form
20-F
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☐
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Form
11-K
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☐
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Form
10-Q
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☐
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Form
10-D
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☐
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Form
N-SAR
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Form
N-CSR
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For Period Ended:
FEBRUARY 29, 2020
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Transition
Report on Form 10-K
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Transition
Report on Form 20-F
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Transition
Report on Form 11-K
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Transition
Report on Form 10-Q
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Transition
Report on Form N-SAR
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For the Transition Period
Ended:
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Nothing
in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification
relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
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PART
I — REGISTRANT INFORMATION
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Solitron Devices, Inc.
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Full Name of
Registrant
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Former Name if
Applicable
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3301 Electronics Way
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Address of
Principal Executive Office (Street
and Number)
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West Palm Beach, Florida 33407
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City, State and Zip
Code
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PART II —
RULES 12b-25(b) AND (c)
If the subject report could not be filed
without unreasonable effort or expense and the registrant seeks
relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
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(a)
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The reason
described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or expense
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(b)
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The subject annual
report, semi-annual report, transition report on Form 10-K, Form
20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or
portion thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
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(c)
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The
accountant’s statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART
III – NARRATIVE
State below in
reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
(Attach extra
Sheets if Needed)
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Solitron
Devices, Inc. (the "Company") previously planned to file its Annual
Report on Form 10-K for the fiscal year ended February 29, 2020
(the "Annual Report") by May 29, 2020. As previously disclosed in a
Current Report on Form 8-K filed on May 29, 2020, the filing of the
Company’s Annual Report was delayed due to circumstances
related to the outbreak of the novel coronavirus, COVID-19,
preventing a timely completion of the Company’s audit. The
Company was relying on the order (the "Order") promulgated by the
Securities and Exchange Commission (the "SEC") on March 25, 2020
(which extended and superseded a prior order issued on March 4,
2020), pursuant to Section 36 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (Release No. 34-88465) which
allowed for the delay of certain filings required under the
Exchange Act. In reliance upon the Order, the Company expected to
file its Annual Report no later than July 13, 2020, which was 45
days after the original due date of the Annual Report.
The
Company is unable to timely file its
Annual Report by the July 13, 2020 extended deadline due to (i)
travel restrictions impeding the auditor's ability to conduct and
complete certain audit procedures on site, (ii) the manual nature
of the Company's data and documentation, (iii) the complexity of
conducting a two year audit, (iv) the increased difficulty in
obtaining timely responses from third parties in a work-from-home
environment, and (v) the resurgence of the COVID-19
pandemic.
As a
result, the Company is unable to file its Annual Report on Form
10-K in a timely manner without unreasonable effort or expense. The
Company continues to work with the goal of filing the Annual Report
within the fifteen day extension period provided by Securities
Exchange Act Rule 12b-25;however, the
Company can provide no assurance that it will be able to file its
Annual Report within such time period.
During
the last month increased impacts from COVID-19 have surfaced,
including a few employees being directly affected, general delays
on purchase orders and new developments as more customers extend
their work-from-home restrictions, and continued softness in the
commercial aerospace segment. As of this date, the Company’s
expectations for fiscal 2021 are unchanged from our March 26, 2020
press release.
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PART
IV — OTHER INFORMATION
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(1)
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Name and telephone
number of person to contact in regard to this
notification
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TIM ERIKSEN
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(561)
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848-4311
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
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Have all other
periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such
report(s) been filed? If answer is no, identify
report(s).
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Yes
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No
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Registrant's Annual
Report on Form 10-K for the fiscal year ended February 28, 2019,
Quarterly Report on Form 10-Q for the quarterly period ended May
31, 2019, Quarterly Report on Form 10-Q for the quarterly period
ended August 31, 2019, and Quarterly Report on Form 10-Q for the
quarterly period ended November 30, 2019.
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(3)
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Is it anticipated
that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or
portion thereof?
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Yes
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No
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If so, attach an
explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
Unaudited net sales
for fiscal 2020, the fiscal year ending February 29, 2020, were
approximately $9.2 million versus $9.4 million in fiscal 2019, the
fiscal year ending February 28, 2019. Cost of sales were $7.8
million in fiscal 2020 versus $8.0 million for fiscal 2019.
Selling, general and administrative expenses were approximately
$2.0 million for fiscal 2020 versus $2.8 million for fiscal 2019.
Other income for fiscal 2020 is less than $100,000 for fiscal 2020
versus a loss of ($0.1) million for fiscal 2019. Preliminary net
loss for fiscal 2020 is ($0.5) million versus ($1.5) million for
fiscal 2019.
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2
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SOLITRON DEVICES, INC.
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(Name of Registrant
as Specified in Charter)
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has caused this
notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date: July 10, 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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3