Modern technology gives us many things.

TEL INSTRUMENT ELECTRONICS CORP Management’s Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

Forward Looking Statements

This Quarterly Report on Form 10-Q and other reports filed by the Company from
time to time with the SEC (collectively the “Filings”) contain or may contain
forward-looking statements and information that are based upon beliefs of, and
information currently available to, the Company’s management as well as
estimates and assumptions made by Company’s management. Readers are cautioned
not to place undue reliance on these forward-looking statements, which are only
predictions and speak only as of the date hereof. When used in the Filings, the
words “may,” “will,” “anticipate,” “believe,” “estimate,” “expect,” “future,”
“intend,” “plan,” or the negative of these terms and similar expressions as they
relate to the Company or the Company’s management are intended to identify
forward-looking statements. Such statements reflect the current view of the
Company with respect to future events and we caution you that these statements
are not guarantees of future performance or events and are subject to risks,
assumptions, and other factors. Should one or more of these risks or
uncertainties materialize, or should the underlying assumptions prove incorrect,
actual results may differ significantly from those anticipated, believed,
estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the
forward-looking statements are reasonable, the Company cannot guarantee future
results, levels of activity, performance, or achievements. Except as required by
applicable law, including the securities laws of the United States, the Company
does not intend to update any of the forward-looking statements to conform these
statements to actual results.

Our unaudited condensed consolidated financial statements are prepared in
accordance with accounting principles generally accepted in the United States
(“GAAP”). These accounting principles require us to make certain estimates,
judgments, and assumptions. We believe that the estimates, judgments, and
assumptions upon which we rely are reasonable based upon information available
to us at the time that these estimates, judgments, and assumptions are made.
These estimates, judgments and assumptions can affect the reported amounts of
assets and liabilities as of the date of the financial statements as well as the
reported amounts of revenues and expenses during the periods presented. Our
unaudited condensed consolidated financial statements would be affected to the
extent there are material differences between these estimates and actual
results. In many cases, the accounting treatment of a particular transaction is
specifically dictated by GAAP and does not require management’s judgment in its
application. There are also areas in which management’s judgment in selecting
any available alternative would not produce a materially different result. The
following discussion should be read in conjunction with our financial statements
and notes thereto appearing elsewhere in this report.



Overview


The Company reported net income of $999,676 and $1,575,177 and net sales of
$3,610,863 and $7,743,256 for the three and six months ended September 30, 2021.
This compared to net income of $222,748 and $333,728 and net sales of $3,336,396
and $6,275,833 for the same three and six month period in the prior fiscal year,
respectively. Profitability for the three and six months ended September 30,
2021
, versus the same three and six months ended September 30, 2020, was
positively impacted by an increase in sales of $274,000 or 8% and $1.5 million
or 23%, respectively. Additionally, gross margin percentages increased 5% for
the current versus prior three months and 2% for the current versus prior six
months, respectively. Backlog orders on September 30, 2021, were $4.1 million
versus $5.1 million on September 30, 2020.

The Company continues to pursue opportunities in the domestic and international
market for our Mode 5 test sets with good results. We continue to receive volume
orders from South Korea, Australia, Canada, the U.K., and Germany for our Mode 5
test sets. We also are receiving volume orders from the U.S. Government and
Lockheed Martin for our AN/USM-708 and 719 (“CRAFT”) Mode 5 test sets. Our
expectation is that we will continue to improve both our revenues and gross
margins, but the timing of these new orders is largely out of our hands.
Nonetheless, we are encouraged by the increasing activity we are seeing for
military products. After a sharp drop in FY 2021, the Company is also seeing the
beginning of a rebound in commercial test set business. TIC is also working on
the next generation of Mode 5 called Mode 5 Level 2B. This could potentially
lead to substantial software upgrades in the future for our domestic and
international Mode 5 customers. The Navy is systematically moving forward on a
mid-life update of our CRAFT product line which could entail funded engineering
starting next fiscal year. This is an important product for the Company, and
this should ensure an additional 10 years of product life.

The Company is also actively looking at expanding out of its current core
avionics market area. TIC is working with Lockheed Martin (LMCO) on a new MADL
test set. TIC was awarded this contract after winning a $956,000 competitive
solicitation. MADL is a secure communications radio for the F-35. This operates
in a much higher frequency range than our other test sets. The contract has been
put on hold due to LMCO funding issues, we have indications that the contract
will resume in the next few months. TIC has completed the majority of the
development work on this new test set. If the funding issue is resolved, this
could generate substantial recurring revenues for the Company and would position
TIC for further development contracts with LMCO.

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Overview (continued)


The main focus area for the Company is moving into the secure communications
testing with our new SDR/OMNI test set. This Test Set utilizes true
software-designed radio technology that enables it to test all common avionics
functions in one 4.5 pound test set. The SDR/OMNI has very wide frequency to
accommodate new commercial and military waveforms in an industry leading
“mil-spec” package. This is half the weight of competitive test sets. It
utilizes the latest touch screen technology and has the capability to replace
all TIC commercial test sets and military flight-line test sets with one
handheld product. With the COVID pandemic, the Company focused all of its
engineering efforts on developing a secure communications and navigation test
set for the U.S. military. The communications test capability was moved up in
our development schedule based on the negative impact of the COVID-19 pandemic
on commercial aviation. The U.S. military will need to upgrade thousands of
existing communication and navigation test sets over the next several years to
address the new frequency and waveform requirements for military radios and we
believe the SDR/OMNI is well positioned to capture a large portion of this
business.

Once the communications and navigation software are completed, TIC plans to
introduce software APPS for the commercial transponder testing market by the end
of this calendar year. This will provide Transponder (Modes A, C, and S), ADS-B,
and 978 MHz UAT capability for the large general aviation test market. This will
allow us to compete with the IFR 4000 and 6000 test tests for our military and
commercial aviation customers. The SDR-Omni product is a game changer in the
commercial and military avionics test market as it will allow customers to
replace multiple competitive test sets with one unit that is smaller and
provides more capabilities at a lower of the cost. This new technology could
provide us with the opportunity to expand out of our relatively narrow avionics
test market niche and enter the much larger secure military and homeland
security radio test market which is many times the size of our existing avionics
test market. The secure military test set market is very large, and we are
anticipating several large competitive DOD solicitations to take place in the
next several years.

The Aeroflex litigation did not result in a favorable outcome for the Company,
despite our belief that we committed no wrongdoing.

The jury found no misappropriation of Aeroflex trade secrets, but it did rule
that the Company tortiously interfered with a prospective business opportunity
and awarded damages. The jury also ruled that Tel tortiously interfered with
Aeroflex’s non-disclosure agreements with two former Aeroflex employees. The
jury also found that the former Aeroflex employees breached their non-disclosure
agreements with Aeroflex. The Court conducted further hearings on the Company’s
post-trial motions which sought to reduce the damages award of $2.8 million, as
well as the punitive damages claim. The Court denied the Company’s motions and
awarded Aeroflex an additional $2.1 million of punitive damages. The Company has
filed motions in January 2018 for the Court to reconsider the number of damages
on the grounds that they are duplicative and not legally supportable. The Court
heard these motions, and such motions were denied. The Company has filed for the
appeal. The Company has posted a $2 million bond for the appeal. This $2 million
bond amount will remain in place during the appeal process.



Results of Operations



Sales


Net sales were $3,610,863 and $7,743,256 for the three and six months ended
September 30, 2021, as compared to $3,336,396 and $6,275,833 for the same three
and six month period in the prior fiscal year, respectively. The increase in
sales of approximately $274,000 (8%) and $1.5 million (23%), respectively was
due primarily to a slight ease in supply chain procurement issues allowing back
log orders to be fulfilled. Additionally, repair order revenue increased 138%
and 94% for the comparative three and six months primarily due to the reopening
of governmental facilities and the commercial sector slowly returning to normal
business as the COVID pandemic restrictions are lifted.



Gross Margin


For the three and six months ended September 30, 2021, total gross margin
increased $301,084 (22.0%) and $811,220 (28.3%) to $1,667,907 and $3,682,654 as
compared to $1,366,823 and $2,871,434 for the three and six months ended
September 30, 2020, primarily as a result of the increase in volume, price
adjustments and highly profitable training products. The gross margin percentage
for the three months ended September 30, 2021, was 46.2% as compared to 41.0%
for the three months ended September 30, 2020. The gross margin percentage for
the six months ended September 30, 2021, was 47.6% as compared to 45.8% for the
three months ended September 30, 2020.



Operating Expenses


Selling, general and administrative expenses increased $131,809 (28.4%) to
$596,618 and $24,591 (2.2%) to $1,150,651 for the three and six months ended
September 30, 2021, as compared to $464,809 and $1,126,060, respectively for the
three and six months ended September 30, 2020. The three months increase of
$131,809 is a result of increased profit sharing reserves, travel resuming,
sales commission expense and salary increases all resulting from the rebound of
prior year COVID-19 business slow down. The six months net increase of $24,591
is result of various continuing savings with an offset of profit sharing expense
increase related to increased profitability trends.

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Operating Expenses continued

Litigation costs decreased by $2,294 to $3,220 for the three months ended
September 30, 2021, as compared to $5,514 for the three months ended September
30, 2020
. Litigation costs decreased $3,810 to $4,400 six months ended September
30, 2021
, as compared to $8,210 for the six months ended September 30, 2020.
This is a direct result of decreased activity related to the litigation (see
Notes 4 and 12 to the unaudited condensed consolidated financial statements).
With respect to the Aeroflex litigation, the Company has appealed the $4.9
million
judgement and has set aside $2 million in cash to support an appeal
bond. The appeal submissions are now complete. We continue to believe that the
trial judge erred in his legal ruling on standing and other issues during the
trial and that we have strong grounds for the award to be vacated or reduced.
Our attorneys estimate that it will take close to a year from now for this
appeal to work its way through the Kansas court system

Engineering, research, and development expenses increased $128,297 or 23.1% to
$682,852 and $189,919 or 16.0% to $1,376,427 for the three and six months ended
September 30, 2021, as compared to $554,555 and $1,186,508 for the three and six
months ended September 30, 2020, respectively. Total engineering expense has
increased: (1) as a result of our increased engineering activities primarily
with the SDR-OMNI hand-held product line final development plans to begin
production early 2022 and (2) by the suspension of the MADL program which
reduced engineering costs in the prior quarter.



Income from Operations


As a result of the above, the Company recorded income from operations of
$385,217 and $1,151,176 for the three and six months ended September 30, 2021,
as compared to income from operations of $341,945 and $550,656 for the three and
six months ended September 30, 2020.



Other income (expense)


For the three and six months ended September 30, 2021, total other net income
was $693,342 and $656,000 as compared to other net expense of $59,991 and
$128,215 for the three and six months ended September 30, 2020, primarily the
result of the Second Draw PPP loan in the amount of $722,577 being fully
forgiven on September 17, 2021 and on August 24, 2021, TIC, and the New Jersey
Economic Development Authority
(NJEDA) signed a small business emergency
assistance grant agreement in the amount of $20,000. We received these funds
into our bank account on August 30, 2021.



Income before Income Taxes


As a result of the above, the Company recorded income before taxes of $1,078,559
and $1,807,176 for the three and six months ended September 30, 2021, as
compared to income before taxes of $281,954 and $422,441 for the three and six
months ended September 30, 2020.



Income Taxes


For the three and six months ended September 30, 2021, the Company recorded
income tax expense of $78,883 and $231,999, as a result of the Company’s taxable
income for the respective quarters, as compared to $59,206 and $88,713 for the
three and six months ended September 30, 2020. The differences between income
taxes expected at the U.S. federal statutory income tax rate of 21 percent and
the reported income tax expense are due to the recognition of non-taxable PPP
funds of $722,577 as other income during the three months ended September 30,
2021
. Taxable income was $355,982 and $1,084,599 for the three and six months
ended September 30, 2021.



Net Income


The Company recorded net income of $999,676 and $1,575,177 for the three and six
months ended September 30, 2021, as compared to net income of $222,748 and
$333,728 for the three and six months ended September 30, 2020.

Liquidity and Capital Resources

At September 30, 2021, the Company had net working capital of
$4,146,410 including accrued legal damages related to the Aeroflex litigation of
$5,993,433, as compared to working capital of $3,159,731 at March 31, 2021. This
change is primarily the result of lower accounts payable, pay out of accrued
employee vacation time resulting from a policy update capping carryover time,
and cash receipts received from the increase in sales, as well as the full
forgiveness of the PPP loan.




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Liquidity and Capital Resources continued

During the six months ended September 30, 2021, the Company’s cash balance
(including the $2 million in restricted cash for the appeal) increased by $1.3
million
to $6,819,507. The Company’s principal sources and uses of funds were as
follows:

Cash provided by (used in) operating activities. For the six months ended
September 30, 2021, $1,484,043 in cash from operations was provided, as compared
to the six months ended September 30, 2020, the Company used $374,468. This
increase in cash provided for operations is mostly attributed to an increase in
net income from increased sales and margin, decrease in inventory purchases, and
offset by decrease accounts payable.

Cash used in investing activities. For the six months ended September 30, 2021,
the Company used $859 in investing activities as compared to the six months
ended September 30, 2020, the Company used $19,247 for IT equipment related
upgrades.

Cash (used in) financing activities. For the six months ended September 30,
2021
, the Company used $160,000 in cash from financing activities as compared to
providing $722,528 for the six months ended September 30,2020. This decrease is
due mainly from the receipt of PPP loan funding received in the prior year,
compared to a payment of $160,000 dividend in the current period.

The Bank of America line of credit was renewed and will mature July 30, 2022. As
of September 30, 2021, the line of credit draw remained at zero.

On September 30, 2021, the Company has $6.8 million of cash on hand which
included $2 million of restricted cash supporting the appeal bond.

As of September 30, 2021, the Company has recorded total damages of $5,993,433
including accrued interest, as a result of the jury verdict associated with the
Aeroflex litigation as well as the Court’s decision on punitive damages. The
Company has recorded accrued interest of $1,093,433 as of September 30, 2021.

The Company is very optimistic about the prospects of its appeal for a judgment
as a matter of law. Due to the three-month COVID-19 related shutdown of the
Kansas court system and subsequent partial reopening of the court system, a
major backlog has resulted. As such, the appeal process is expected to take at
least a year to complete unless a settlement can be reached. The Company has the
ability to settle this case at its sole discretion by withdrawing the appeal and
paying the judgment plus interest amount. The Company currently has sufficient
cash on hand to pay off this liability if we lose the appeal.

On March 27, 2020, President Trump signed the Coronavirus Aid, Relief and
Economic Security (the “CARES Act”), which, among other things, outlines the
provisions of the Paycheck Protection Program (the “PPP”). The Company
determined that it met the criteria to be eligible to obtain a loan under the
PPP because, among other reasons, in light of the COVID-19 outbreak and the
uncertainty of economic conditions related thereto, the loan was considered
necessary to support the Company’s ongoing operations and retain all its
employees. In addition, President Trump signed into law the Paycheck Protection
Program and Health Care Enhancement Act on April 24, 2020, which increased
funding provided by the CARES Act. On May 4, 2020, the Company issued a
promissory note (the “Note”) to Bank of America in the principal aggregate
amount of $722,577 (the “PPP Loan”) pursuant to the Paycheck Protection Program
(“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES
Act”). The amount was deposited in our bank on May 4, 2020. On June 5, 2020, the
Paycheck Protection Program Flexibility Act was signed into law and extended the
program until December 31, 2020. TIC qualified for full loan forgiveness on the
initial tranche on December 18, 2020.

On January 6, 2021, updated PPP guidance outlining program changes to enhance
its effectiveness and accessibility was released on in accordance with the
Economic Aid to Hard-Hit Small Businesses, Non-Profits, and Venues Act. This was
available to companies that recorded greater than a 25% sales reduction in any
quarter compared to the prior year. The Company qualified for this second round
of funding and on March 15, 2021, the company secured a Second Draw PPP loan in
the amount of $722,577. TIC qualified for full loan forgiveness on September 17,
2021
.

On August 24, 2021, TIC, and the New Jersey Economic Development Authority
(NJEDA) signed a small business emergency assistance grant agreement in the
amount of $20,000. We received these funds into our bank account on August 30,
2021
, from NJEDA.

Moving forward, we believe that our expected cash flows from operations and
current cash balances, which amounted to approximately $6.8 million, including
the approximately $2 million in restricted cash will be sufficient to operate in
the normal course of business for next 12 months from the issuance date of these
unaudited condensed financial statements, including any payments for settlement
of the litigation.




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Liquidity and Capital Resources (continued)

Currently, the Company has no material future capital expenditure requirements.

There was no significant impact on the Company’s operations as a result of
inflation for the three months ended September 30, 2021.

These unaudited condensed consolidated financial statements should be read in
conjunction with the Company’s Annual Report on For 10-K for the fiscal year
ended March 31, 2021, filed with the SEC on June 29, 2021 (the “Annual Report”).

Off-Balance Sheet Arrangements

As of September 30, 2021, the Company had no off-balance sheet arrangements.

Critical Accounting Policies

Our critical accounting policies are described in Management’s Discussion and
Analysis of Financial Condition and Results of Operations included in our Annual
Report. There have been no changes in our critical accounting policies. Our
significant accounting policies are described in our notes to the 2021
consolidated financial statements included in our Annual Report.

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