Solitron Devices Inc 8-K, filed Jun 28, 2021
Solitron Devices Inc (SODI)
8-K
2021-06-28
For: 2021-06-28
View Original
Added on
April 07, 2026
About this 8-K
Solitron Devices Inc filed this 8-K on June 28, 2021.
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):
June 28,
2021
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))
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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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. □
Section 2 – Financial Information
Item 2.02
On June
28, 2021, Solitron Devices, Inc. (“Solitron” or the
“Company”) issued a press release announcing
preliminary revenue and bookings for the first quarter of fiscal
year 2022, and expectations for the subsequent quarters of fiscal
2022 and timing of facility relocation. A copy of the press release
is furnished hereto as Exhibit 99.1.
Section 9 – Financial Statements and Exhibits
Item
9.01.
Financial
Statements and 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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Date: June 28,
2021
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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. ANNOUNCES PRELIMINARY FISCAL 2022 FIRST QUARTER
REVENUE AND BOOKINGS
WEST
PALM BEACH, FL – Solitron Devices, Inc. (OTCBB: SODI)
(“Solitron” or the “Company”) is pleased to
announce strong fiscal 2022 first quarter revenue and
bookings.
FISCAL
2022 FIRST QUARTER HIGHLIGHTS
➢
Net sales increased
45% to approximately $3.61 million in the fiscal 2022 first quarter
versus $2.50 million in the fiscal 2021 first quarter
➢
Net bookings
increased 39% to $2.03 million in the fiscal 2022 first quarter
versus $1.46 million in the fiscal 2021 first quarter.
On
April 21, 2021 we announced the closing of the purchase of a new
facility. Over the coming months we will be making all the
necessary improvements and our plan is to relocate during the
Company’s fiscal third/fourth quarter. Knowing that we would
have up to a month where shipments would be curtailed, we made the
decision to produce and ship earlier when possible. The expectation
is that our fiscal first and probably second quarter would report
higher net sales than what the business can currently sustain based
on backlog, while the fiscal third/fourth quarter would likely have
materially lower net sales due to the relocation disruption. For
the 2022 fiscal year our current expectation is for net sales to be
modestly higher than fiscal 2021.
In the
fiscal 2022 first quarter, ended May 31, 2021, net sales increased
45% to approximately $3.61 million as compared to $2.50 million in
the fiscal 2021 first quarter. Bookings increased approximately 39%
to approximately $2.03 million in the fiscal 2022 first quarter as
compared to $1.46 million in the fiscal 2021 first
quarter.
On June
12, 2021, subsequent to the end of the fiscal 2022 first quarter,
the Company’s bank was informed by the SBA that
Solitron’s PPP loan had been forgiven in full. Like most
companies, we faced significant uncertainty a year ago related to
our business and operations. We are pleased at how our team
adjusted to the challenges of COVID. We were able to maintain
staffing levels and still meet our customer’s delivery
requirements. The forgiveness amount will be reflected in fiscal
2022 second quarter results.
Our
plan is to continue to produce and ship aggressively in the fiscal
second quarter. Currently, we expect fiscal second quarter sales to
be lower than fiscal first quarter levels. We are not able to
provide any expected bookings levels for the fiscal second quarter
or for fiscal 2022 at this time.
As a
board and management team, we are committed to good corporate
governance. Due to a lack of audited financials we were not able to
hold an annual meeting during the last few years. Over the last
four months we have filed audited financials for the last three
fiscal years. We expect to begin the process of preparing and then
filing annual meeting documents in the coming months and expect to
have a shareholders meeting by early fall.
Shareholders
have inquired about our future plans. In the short term we are
focused on completing the relocation to the new facility and
reducing our cost structure by operating a smaller more efficient
facility. We have recently purchased new equipment that we believe
will improve our productivity levels. As a reminder most of fiscal
2022 results will reflect the costs of both
facilities.
We do
not plan on paying any dividends at this time. We are now able to
look at potential acquisitions that we believe would be accretive
to shareholder value on a per share basis. Any potential
acquisition could result in the use of debt and issuance of
equity.
We do
not believe the current share price reflects the value of the
company. We believe we have shown the potential operating leverage
the business has, the potential to increase sales, and we expect
significant savings in fiscal 2023 due to relocation in terms of
rent, and utilities, including gases. Fiscal 2022 results will
reflect not only rent but, also mortgage payments and costs of the
new facility.
We look
forward to the economy continuing to open up which will allow us to
make site visits to customers and show them Solitron’s
capabilities to meet their needs. This will be a slow process as
site visits frequently lead to further engagement and bookings can
be six to twelve months after the initial visit. Typically, sales
are then six to nine months after receipt of bookings.
The
preliminary, unaudited financial information disclosed in this
press release for the fiscal 2022 first quarter is based on
management's review of operations for that period 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, unaudited financial information presented for the
first quarter of fiscal 2022.
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 2022 first quarter results and the Company’s
expectations regarding bookings and net sales in fiscal 2022.
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 and
net sales for fiscal year 2022; (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; (3) the timing and size of orders from our
clients, our delivery schedules and our liquidity and cash
position; (4) our ability to properly account for inventory
in the future; (5) our ability to protect the Company’s net
operating losses and tax benefits; (6) volatility and changes in
our stock price, corporate or other market conditions; (7) the loss
of, or reduction of business from, substantial clients; (8) our
dependence on government contracts, which are subject to
termination, price renegotiations and regulatory compliance; (9)
changes in government policy or economic conditions; (10) increased
competition; (11) the uncertainty of current economic conditions,
domestically and globally; and (12) 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