Solitron Devices Inc 8-K, filed Jan 22, 2020
Solitron Devices Inc (SODI)
8-K
2020-01-22
For: 2020-01-22
View Original
Added on
April 07, 2026
About this 8-K
Solitron Devices Inc filed this 8-K on January 22, 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): January 22,
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
January 22, 2020, Solitron Devices, Inc. (“Solitron” or
the “Company”) issued a press release announcing
preliminary financial results for the third quarter of fiscal year
2020 ended November 30, 2019. 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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2
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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January
22, 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
Exhibit
99.1
SOLITRON
DEVICES, INC. ANNOUNCES UNAUDITED FISCAL 2020 THIRD QUARTER
RESULTS
WEST
PALM BEACH, FL – Solitron Devices, Inc. (OTCBB: SODI)
(“Solitron” or the “Company”) today
announced unaudited results for the fiscal 2020 third quarter ended
November 30, 2019.
FISCAL
THIRD QUARTER HIGHLIGHTS
➢
Slight increase in
net sales in fiscal third quarter versus prior year
➢
154% increase in
net bookings in fiscal third quarter versus prior year
➢
Net Income of
$38,000 versus a loss of ($358,000) in the prior year
➢
Wafer Fab
improvement plan on track for completion by fiscal year
end.
FISCAL
2020 NINE MONTH HIGHLIGHTS
➢
11% increase in net
sales in first nine months of fiscal 2020 versus prior
year
➢
117% increase in
net bookings in first nine months of fiscal 2020 versus prior
year
➢
Cash and Securities
increased by more than $0.7 million in first nine months of fiscal
2020
➢
Net loss decreased
by $1.3 million in first nine months of fiscal 2020 versus prior
year
For the
fiscal 2020 third quarter, net sales increased 0.4% to $2,263,000
versus $2,255,000 in the fiscal 2019 third quarter. Sales in the
fiscal 2020 third quarter were negatively impacted by both supplier
issues and internal production challenges. The supplier issues
related to supplier delivery delays and some supplier deliveries we
received failing our quality control inspection. We expect the
issues to be resolved in the first quarter of fiscal 2021. Gross
profit as a percentage of sales was 20.4% in the fiscal 2020 third
quarter versus 12.8% in the fiscal 2019 third quarter. Net income
was $38,000, or $0.02 per share in the fiscal 2020 third quarter as
compared to a net loss of ($358,000), or ($0.19) per share in the
fiscal 2019 third quarter. The reduction in cost of sales in the
fiscal 2020 third quarter was primarily due to a decrease in
inventory reserves for excess and obsolescence.
Our
wafer fab continued to make progress in its improvement plan. As
noted in our July 26, 2019 press release, the improvement plan
includes a temporary reduction in our fab production levels, which
resulted in approximately $175,000 of normal cost being immediately
expensed in the quarter, instead of allocated to inventory. The
improvement plan is on schedule to be completed towards the end of
the fiscal fourth quarter, at which time production levels will be
increased. This will allow the company to provide for its future
requirements and to supply customers with specialized bipolar wafer
lot needs.
Selling,
General & Administrative expenses were $422,000 in the fiscal
2020 third quarter, as compared to $604,000 in the fiscal 2019
third quarter. There were no audit costs in the fiscal 2020 third
quarter, whereas the company incurred $163,000 in audit related
costs in the fiscal 2019 third quarter. There was a $4,000 increase
in accounts receivable reserve in the fiscal 2020 third
quarter.
Net bookings were $3.5 million in the fiscal 2020 third quarter,
and $9.1 million in the first nine months of fiscal 2020, as
compared to $1.4 million in the fiscal 2019 third quarter, and $4.2
million in the first nine months of fiscal 2019. We are maintaining
our estimate for fiscal 2020 bookings of a range of $10.0 million
to $11.0 million. The potential end of life order we were expecting
is no longer expected to occur. As a reminder, timing is always
uncertain with regard to the receipt of government/defense related
contracts.
As announced previously, on October 2, 2019, the Company engaged
MaloneBailey, LLP to audit the Company’s fiscal 2019 and 2020
financial results at the completion of the fiscal 2020
year.
1
SOLITRON DEVICES, INC.
CONDENSED STATEMENTS OF OPERATIONS
NINE MONTHS ENDED NOVEMBER 30, 2019 AND NOVEMBER 30,
2018
(Unaudited,
in thousands except for share and per share amounts)
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Fiscal third quarter ended
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Fiscal third quarter ended
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Fiscal nine months ended
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Fiscal nine months ended
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11/30/2019
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11/30/2018
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11/30/2019
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11/30/2018
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Net
Sales
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2,263
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2,255
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7,240
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6,497
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Cost
of Sales
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1,802
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1,967
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6,126
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5,746
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Gross
Profit
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461
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288
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1,114
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751
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as a % of net sales
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20.4%
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12.8%
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15.4%
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11.6%
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Selling,
General and Administrative Expenses
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422
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604
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1,538
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2,405
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Operating
Income (Loss)
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39
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( 316)
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( 424)
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( 1,654)
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Other
income (loss)
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Interest
Income
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1
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-
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3
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6
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Realized
gain (loss) on investments
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( 2)
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( 3)
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( 25)
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( 10)
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Unrealized
gain (loss) on investments
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-
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( 39)
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22
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( 85)
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Other,
net
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-
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-
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-
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4
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Total
other (loss) income
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( 1)
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( 42)
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-
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( 85)
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Net
Income (Loss)
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38
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( 358)
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( 424)
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( 1,739)
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Net
Loss Per Share-Basic and diluted
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$0.02
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$(0.19)
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$(0.21)
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$(0.91)
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Weighted
average shares outstanding
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2,062,952
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1,901,979
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1,992,702
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1,901,953
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2
SOLITRON DEVICES, INC.
CONDENSED BALANCE SHEETS
AS OF NOVEMBER 30, 2019 AND FEBRUARY 28, 2019
(Unaudited,
in thousands except for share and per share amounts)
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Nov. 30, 2019
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Feb. 28, 2019
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ASSETS
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CURRENT
ASSETS
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Cash
and cash equivalents
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1,120
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394
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Securities
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69
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79
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Accounts
receivable (net of $4,000 reserve as of Nov. 30, 2019)
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1,816
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1,829
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Inventories,
net
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2,797
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3,958
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Prepaid
expenses and other current assets
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181
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156
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TOTAL
CURRENT ASSETS
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5,983
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6,416
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Property,
Plant and Equipment, Net
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437
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517
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Operating
Lease - Right-of-Use Asset
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815
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1,081
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Other
Assets
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46
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47
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TOTAL
ASSETS
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7,281
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8,061
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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CURRENT
LIABILITIES
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Accounts
payable
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330
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742
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Customer
deposits
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38
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5
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Operating
Lease Liability*
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407
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378
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Accrued
expenses and other current liabilities
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462
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442
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TOTAL
CURRENT LIABILITIES
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1,237
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1,567
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Operating
Lease Liability*
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486
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794
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TOTAL
LIABILITIES
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1,723
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2,361
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STOCKHOLDERS’
EQUITY
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Preferred
stock, $.01 par value, authorized 500,000 shares, none
issued
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-
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-
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Common
stock, $.01 par value, authorized 10,000,000 shares,
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2,062,949
shares outstanding, net of 508,314 treasury shares
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at
November 30, 2019; 1,901,959 shares outstanding, net
of
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669,304
treasury shares at February 28, 2019
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21
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19
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Additional
paid-in capital
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1,834
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1,834
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Retained
Earnings
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5,184
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5,608
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Less
treasury stock
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( 1,481)
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( 1,761)
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TOTAL STOCKHOLDERS’ EQUITY
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5,558
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5,700
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* The February 28, 2019 balance sheet includes adoption of Topic
842, Leases and a classification correction of sales return
allowance from accounts payable to accrued expenses.
3
SOLITRON DEVICES, INC.
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED NOVEMBER 30, 2019 AND NOVEMBER 30,
2018
(Unaudited, in thousands)
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2019
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2018
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Net
loss
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$(424)
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$(1,739)
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Adjustments to
reconcile net loss
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to net cash used in
operating activities:
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Depreciation
and amortization
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163
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162
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Net
realized and unrealized losses (gains) on investments
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3
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95
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Stock
based compensation
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282
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-
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Accounts
receivable
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13
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52
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Inventories
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1,161
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( 333)
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Prepaid
expenses and other current assets
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( 25)
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55
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Other
assets
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1
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98
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Non
cash lease expense
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( 12)
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Accounts
payable
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( 412)
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( 13)
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Customer
deposits
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33
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( 30)
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Accrued expenses,
other current and non current liabilities
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20
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( 138)
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Net
cash provided by (used in) operating activities
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803
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( 1,791)
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Investing
activities
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Proceeds
from sale of securities
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57
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175
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Purchases
of Securities
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( 51)
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( 150)
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Purchases
of property and equipment
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( 83)
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( 135)
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Net
cash provided by (used in) investing activities
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( 77)
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( 110)
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Net
cash provided by financing activities
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-
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-
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Net increase
(decrease) in cash and cash equivalents
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726
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( 1,901)
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Cash and cash
equivalents - beginning of the year
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394
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2,215
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Cash and cash
equivalents - end of period
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$1,120
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$314
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4
More
detailed financials will be available on our company website, under
the investor relations tab, at https://solitrondevices.com/investors/.
These
preliminary, unaudited results for the fiscal third quarter and
fiscal nine months 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 financial
information presented for the fiscal quarters and fiscal nine
months ended November 30, 2019, and November 30, 2018, fiscal years
ended 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 third quarter results and the Company’s
expectations regarding bookings in fiscal 2020. 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 for fiscal year 2020;
(2) our ability to properly account for inventory in the future;
(3) the successful resolution of the supplier issues and internal
production challenges we experienced during the fiscal 2020 third
quarter; (4) the timely and successful completion of our wafer fab
improvement plan; (5) our ability to protect the Company’s
net operating losses and tax benefits; (6) 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
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