UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        -------------------------------------------

                                    FORM 10-Q

X     QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934

      For the quarterly period ended JuneSeptember 30, 1998

___   TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934

      Commission File No. 33-18978

                        TEL-INSTRUMENT ELECTRONICS CORP.
             (Exact name of the Registrant as specified in Charter)

                     New Jersey                              22-1441806
      (State of Incorporation)                       (I.R.S. Employer ID Number)

      728 Garden Street, Carlstadt, New Jersey                 07072
      (Address of Principal Executive Offices)               (Zip Code)

      Registrant's Telephone No. including Area Code: 201-933-1600

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

                          Yes  __X___X_             No ____

Indicate the number of shares  outstanding of the issuer's  common stock,  as of
the latest practical date:

2,094,7352,096,985 shares of Common stock, $.10 par value as of  July 22,October 28, 1998.



                     TEL-INSTRUMENT ELECTRONICS CORPORATION

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

Item 1.  Financial Statements (Unaudited):

         Condensed Comparative Balance Sheets
            JuneSeptember 30, 1998 and March 31, 1998                            1

         Condensed Comparative Statements of Operations -
            Three and Six Months Ended JuneSeptember 30, 1998 and 1997           2

         Condensed Comparative Statements of Cash Flows -
            ThreeSix Months Ended JuneSeptember 30, 1998 and 1997                     3

         Notes to Condensed Financial Statements                             4-5

Item 2.    Management's Discussion and Analysis of Financial
              Condition and Results of Operations                            6-86-9

Part II.   Other Information                                                 10

                                SIGNATURES                                   910



Item 1 - Financial Statements

                     TEL-INSTRUMENT ELECTRONICS CORPORATION
                      CONDENSED COMPARATIVE BALANCE SHEETS
                                   June(Unaudited)

                      September 30, 1998 and March 31, 1998

(Unaudited)      (Audited)
                              ASSETS                   June 30,        March 31,
                                                         1998           1998
                                                      ----------       ---------
Current assets:
  Cash                                               $   242,048    $   585,281
  Accounts receivable, net of allowance for doubtful     473,169        374,506
      accounts of $16,064 at June 30, 1998 and
      March 31, 1998
  Inventories                                            478,852        383,030
  Prepaid expenses and other current assets               35,344         24,017
  Deferred income tax benefit - current                   78,300         78,300
                                                     -----------    -----------
Total current assets                                   1,307,713      1,445,134
Property, plant and equipment, net                        81,688         79,321
Other assets                                             115,735         96,067
Deferred income tax benefit                              375,135        320,619
                                                     -----------    -----------
Total assets                                           1,880,271      1,941,141
                                                     -----------    -----------

             LIABILITES & STOCKHOLDERS EQUITY

Current liabilities:
  Note payable - related party - current portion          50,000         50,000
  Convertible subordinated notes - related party          15,000         15,000
  Accrued payroll, vacation pay, deferred wages
      payroll taxes and interest on deferred wages       195,211        211,400
  Accounts payable and accrued expenses                  341,938        304,673
                                                     -----------    -----------
Total current liabilities                                602,149        581,073

Notes payable - related party - non-current portion      300,000        300,000
                                                     -----------    -----------
Total liabilities                                        902,149        881,073

Stockholders' equity:
   Common stock                                          209,476        209,476
   Additional paid-in capital                          3,921,670      3,921,670
   Accumulated deficit                                (3,153,024)    (3,071,078)
                                                     -----------    -----------

   Total stockholders' equity                            978,122      1,060,068
   Total liabilities and stockholders' equity        $ 1,880,271
ASSETS September 30, March 31, 1998 1998 ------------- ------------ Current assets: Cash $ 79,681 $ 585,281 Accounts receivable, net of allowance for doubtful 399,904 374,506 accounts of $15,923 at September 30,1998 and $16,164 at March 31, 1998 Unbilled revenues (see note 2) 195,272 -- Inventories 462,998 383,030 Prepaid expenses and other current assets 38,333 24,017 Deferred income tax benefit - current 78,300 78,300 ----------- ----------- Total current assets 1,254,488 1,445,134 ----------- ----------- Property, plant, and equipment, net 112,671 79,321 Other assets 120,723 96,067 Deferred income tax benefit 372,415 320,619 ----------- ----------- Total assets 1,860,297 1,941,141 =========== =========== LIABILITIES & STOCKHOLDERS EQUITY Current liabilities: Note payable - related party - current portion 50,000 50,000 Convertible subordinate notes - related party 15,000 15,000 Accrued payroll, vacation pay, deferred wages payroll taxes, and interest on deferred wages 210,592 211,400 Accounts payable and accrued expenses 301,651 304,673 ----------- ----------- Total current liabilities 577,243 581,073 ----------- ----------- Notes payable - related party - non-current portion 300,000 300,000 ----------- ----------- Total liabilities 877,243 881,073 Stockholders' equity Common stock 209,701 209,476 Additional paid-in capital 3,922,288 3,921,670 Accumulated deficit (3,148,935) (3,071,078) ----------- ----------- Total stockholders' equity 983,054 1,060,068 ----------- ----------- Total liabilities and stockholders' equity $ 1,860,297 $ 1,941,141 =========== ===========
See accompanying notes to condensed financial statements 1 TEL-INSTRUMENT ELECTRONICS CORPORATION CONDENSED COMPARATIVE STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended June 30, 1998 1997 ----------- ----------- Sales - government, net $ 382,740 $ 557,514 Sales - commercial, net 282,453 313,309 ----------- ----------- Total sales 665,193 870,823 Cost of sales 339,306 336,220 ----------- ----------- Gross margin 325,887 534,603 Operating expenses: Selling, general and administrative 214,524 218,930 Engineering, research and development 242,012 157,945 ----------- ----------- Total operating expenses 456,536 376,875 ----------- ----------- (Loss)/Income from operations (130,649) 157,728 Other income (expenses): Interest income 6,070 6,082 Interest expenses (11,883) (17,743) ----------- ----------- (Loss)/Income before taxes (136,462) 146,067 (Benefit)/Provision for income taxes (54,516) 58,339 ----------- ----------- Net (loss)/income (81,946) 87,728 =========== =========== Basic and diluted income (loss) per common share $ (0.04) $ 0.04 ----------- ----------- Dividends per share None None Weighted average shares outstanding Basic 2,094,735 2,030,948 Diluted 2,094,735 2,091,071
Three Months Ended Six Months Ended September 30, September 30, September 30, September 30, 1998 1997 1998 1997 ------------- ------------- ------------- ------------- Sales Government, net $ 418,472 567,191 $ 801,212 1,124,705 Commercial, net 607,204 276,850 889,657 590,159 ----------- ----------- ----------- ----------- Total Sales 1,025,676 844,041 1,690,869 1,714,864 Cost of sales 425,504 351,674 764,810 687,894 ----------- ----------- ----------- ----------- Gross Margin 600,172 492,367 926,059 1,026,970 Operating expenses Selling, general & administrative 258,704 184,245 473,228 403,175 Engineering, research, & development 327,532 205,981 569,544 363,926 ----------- ----------- ----------- ----------- Total operating expenses 586,236 390,226 1,042,772 767,101 Income/ (Loss) from operations 13,936 102,141 (116,713) 259,869 Other income (expense): Interest income 2,484 5,651 8,554 11,733 Interest expense (9,611) (19,849) (21,494) (37,592) ----------- ----------- ----------- ----------- Income/ (Loss) before taxes 6,809 87,943 (129,653) 234,010 Provision/(Benefit) for income taxes 2,720 35,125 (51,796) 93,464 ----------- ----------- ----------- ----------- (Loss)/net income $ 4,089 52,818 $ (77,857) 140,546 =========== =========== =========== =========== Basic and diluted income (loss) per common share $ 0.00 0.03 $ (0.04) 0.07 Dividends per share None None None None Weighted average shares outstanding Basic 2,095,298 2,034,123 2,095,056 2,032,762 Diluted 2,118,317 2,101,731 2,118,075 2,100,370
See accompanying notes to condensed financial statements 2 TEL-INSTRUMENT ELECTRONICS CORPORATION CONDENSED COMPARATIVE STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended June 30, 1998 1997 --------- -------- (Decrease) increase in cash: Cash flows from operating activities Net (loss) income $ (81,946) 87,728 Adjustments to reconcile net (loss) income to cash used in operating activities: Deferred income taxes (54,516) 58,339 Depreciation 10,909 6,614 Changes in assets and liabilities: (Increase) decrease in accounts receivable (98,663) (203,569) (Increase) decrease in inventories (95,822) (101,031) (Increase) decrease in prepaid expenses and other current assets (11,327) 423 (Increase) decrease in other assets (19,668) -- (Decrease) increase in accrued payroll, deferred wages and vacation pay (16,189) 5,314 (Decrease) increase in accounts payable and accrued expenses 37,265 (50,331) --------- --------- Net cash used in operations (329,957) (196,513) --------- --------- Cash flows from investing activities: Cash purchases of property, plant and equipment (13,276) (3,643) --------- --------- Net cash used in investing activities (13,276) (3,643) --------- --------- Net decrease in cash (343,233) (200,156) Cash at beginning of period 585,281 528,636 --------- --------- Cash at end of period $ 242,048 $ 328,480
Six Months Ended September 30, 1998 1997 ---------- --------- (Decrease) increase in cash: Cash flows from operating activities Net (loss) income $ (77,857) $ 140,546 Adjustments to reconcile net (loss) income to cash used in operating activities: Deferred income taxes (51,796) 93,464 Depreciation 20,339 12,535 Changes in operating assets or liabilities: Increase in accounts receivable and unbilled revenues (220,670) (251,434) Increase in inventories (79,968) (93,993) Increase in prepaid expenses and other current assets (14,316) (14,132) Increase in other assets (24,656) (15,000) (Decrease) increase in accrued payroll, deferred wages and and vacation pay (808) 14,279 Decrease in accounts payable and accrued expenses (3,022) (26,725) --------- --------- Net cash used in operations (452,754) (140,460) --------- --------- Cash flows from investing activities: Cash purchases of property, plant and equipment (53,689) (41,790) --------- --------- Net cash used in investing activities (53,689) (41,790) --------- --------- Cash flows from financing activities: Proceeds from exercise of stock options 843 1,588 Proceeds from issuance of common stock -- -- --------- --------- Net cash provided by financing activities 843 1,588 --------- --------- Net decrease in cash (505,600) (180,662) Cash at beginning of period 585,281 528,636 --------- --------- Cash at end of period $ 79,681 $ 347,974 ========= ========= Interest paid $ 19,786 $ 25,864 ========= ========= Interest Paid $ 2,609 $ 7,536 ========= =========
See accompanying notes to condensed financial statements 3 TEL-INSTRUMENT ELECTRONICS CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS Note 1 Basis of Presentation In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position of Tel-Instrument Electronics Corp. as of JuneSeptember 30, 1998, the results of operations for the three and six months ended JuneSeptember 30, 1998 and JuneSeptember 30, 1997, and statements of cash flows for the threesix months ended JuneSeptember 30, 1998 and JuneSeptember 30, 1997. These results are not necessarily indicative of the results to be expected for the full year. The financial statements have been prepared in accordance with the requirements of Form 10-Q and consequently do not include disclosures normally made in an Annual Report on Form 10-K. The March 31, 1998 results included herein have been derived from the audited financial statements included in the Company's annual report on Form 10-K. Accordingly, the financial statements included herein should be reviewed in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1998. Note 2 Unbilled Revenue Sales are recognized primarily upon shipment of products, except in the case of long-term contracts wherein sales are recognized on the percentage-of-completion method. Sales under the U.S. Navy contract have been recorded on the percentage-of-completion method. Under this approach, sales and gross margin are recognized based on the ratio of costs incurred to date to total estimated contract costs. Unbilled revenues of $195,272 represent recoverable costs and accrued profit not billed resulting from the application of percentage-of-completion accounting. Actual billing of these amounts will be based upon contractual billing terms. Note 3 Inventories Inventories consist of: JuneSeptember 30, March 31.31, 1998 1998 -------- ----------------------------------------- Purchased parts $265,382 $253,616$ 282,409 $ 253,616 Work-in-process 249,090216,209 165,034 Less: Reserve for obsolescenseobsolescence (35,620) (35,620) -------- -------- $478,852 $383,030 ======== ========-------------------------------- $ 462,998 $ 383,030 ================================ Note 34 Income Taxes The Company, in accordance with FASBSFAS 109, has recognized a deferred income tax benefit based upon the expected utilization of net operating loss carryforwards as the Company believes that it is more likely than not that it will realize a portion of its operating losses before they expire. For the threesix months ended JuneSeptember 30, 1998, the Company recorded an additionala deferred income tax benefit of $54,516,$51,796, which represents the effective federal and state tax rate on the Company's net loss before taxes of $136,462.$129,653. This tax benefit reduced the loss for the period. The Company has no tax liability nor will it receive a refund for this amount. The $54,516$51,796 increased the Company's deferred income tax benefitasset by the same amount in the accompanying balance sheet. The Company expects to utilize this deferred income tax benefit in the future for tax reporting purposes. 4 TEL-INSTRUMENT ELECTRONICS CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued) Note 45 Reclassifications Certain reclassifications have been made to the fiscal year 1998 financial statements to be consistent with the fiscal year 1999 presentation. 4 TEL-INSTRUMENT ELECTRONICS CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued) Note 56 Earnings Per Share In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 128 "Earnings Per Share" (SFAS 128). SFAS 128 supersedes Accounting Principles Board Opinion No. 15, Earnings Per Share and specifies the computation, presentation and disclosure requirements for earnings per share for entities with publicly held common stock. SFAS 128 is effective for financial statements relating to both interim and annual periods ending after December 15, 1997. Basic income (loss) per share is based on net income (loss) for the relevant period, divided by the weighted average number of common shares outstanding during the period. Diluted lossincome (loss) per share for JuneSeptember 30, 1998 is based on net loss,income (loss), divided by the weighted average number of common shares outstanding, including common share equivalents such as outstanding stock options and warrants during the period. Common share equivalents, such as outstanding stock options, are not included in the calculation for the threesix months ended JuneSeptember 30, 1998 since the effect would be antidilutive. Note 7 Credit Facility On July 22, 1998, the Company entered into a credit agreement with Summit Bank for $350,000, which extends for one year and is thereafter renewable on an annual basis. The Company has not borrowed against this line. The Company pays no commitment fee and the rate of interest borrowings is the Lender's Prevailing Base Rate plus 1%. 5 Item 2. MANAGEMENT'S2 MANAGEMENT DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND ANALYSIS OF FINANCIAL CONDITIONPOSITION Results of Operations A number of the statements made by the Company in this report may be regarded as "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among others, statements concerning the Company's outlook, pricing trends and forces within the industry, the completion dates of capital projects, expected sales growth, cost reduction strategies and their results, long-term goals of the Company and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. All predictions as to future results contain a measure of uncertainty and accordingly, actual results could differ materially. Among the factors that could cause a difference are: changes in the general economy; changes in the demand for the Company's products or in the cost and availability ifof its raw materials; the actions of its competitors; the success of our customers; technological change; changes in employee relations; government regulations; litigation, including its inherent uncertainty; difficulties in plant operations and materials; transportation, environmental matters; and other unforeseen circumstances. A number of these factors are discussed in the Company's filings with the Securities and Exchange Commission. Overview The Company continues to investinvested heavily in engineering, research,product development and development as expenditures increased by 53%$205,618 (57%) for the first threesix months of the current fiscal year as compared to the first three monthssame period in the prior fiscal year. Engineering, research, and development expenditures continue to be primarily devoted to the finalizationThe total expenditure of the design$569,544 represents 34% of the T-47M IFF test set for the U.S. Navy. In April 1998, the Company completed its second design review withtotal sales. The principal effort resulted from the U.S. Navy without any major technical issues requiring resolution. Ifexercising its option to incorporate a collision avoidance (TCAS) test capability into the T-47M test set design. Eight T-47M prototypes have been fabricated and these units have begun several months of environmental and functional testing. Several tests have been successfully completed. Field evaluation by the U.S. Navy is anticipated to begin early in the fourth quarter of the current fiscal year. Assuming field evaluations are successfulsatisfactory and the U.S. Navy exercises production options it is anticipated that shipmentslater in the fourth quarter, deliveries could begin early in the first quarter of the next fiscal year. This contract couldcan be a source of significant revenues, which could includewith options for up to 13001,300 units which the U.S. Navy can exercise through calendar year 2001. However, there can be no assurance that field evaluations will be favorable and that the U.S. Navy will exercise its purchase options under this contact.contract. In addition, the Company continues the development of the T-36M, under a U.S. Army contract, and the development of new products for other markets. Currently, the off shore commercial market is larger than the domestic market because many foreign airlines are upgrading to meet U.S. requirements. Part of the Company's strategy is to attempt to further penetrate the foreign market. As part of this strategy, inIn June 1998, the Company signed an exclusive agreement with Muirhead Avionics, based in the United Kingdom, to represent the Company in parts of Europe. The Company has recently received from Muirhead Avionicsalso signed an exclusive agreement with Milspec Services Pty. Ltd. in August 1998 to represent the Company in Australia and New Zealand, and an agreement with M.P.G. Instruments s.r.l. in September 1998 to represent the Company in Europe to obtain a $382,900 contract for its T-48Ia new military product which would be based on the Company's technology. The Company continues to believe that the foreign commercial market is larger than the domestic market, because many foreign airlines are upgrading to meet U.S. requirements, and that foreign government sales will grow, particularly as the result of our growing reputation in IFF test set.testing. 6 Item 2 MANAGEMENT DISCUSSION OF RESULTS OF OPERATIONS AND ANALYSIS OF FINANCIAL POSITION (Continued) Overview (Continued) As previously reported, in the Form 10-K, during fiscal year 1998 the Company fulfilled its obligation and delivered the final units of the T-30CM ILS test set to the U.S. Air Force. As a result of completing this substantial contract, it was anticipated that the Company would have lower sales during the first half of fiscal year 1999. The Company continues to believe that this decline is temporary and new contracts can be obtained to increase sales. For example,sales and earnings. In this regard, management is encouraged by the dollar value of its backlog, by the second quarter revenues which included a large and unexpected increase in Junecommercial sales, by the progress on the U.S. Navy contract, and July 1998,by the Company received a $382,900 order from 6 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION Overview (Continued) Muirhead Avionics (see above) and an order in the amountefforts of $192,300 from a major air freight carrier. Both of these contracts are expected to be completed in the current fiscal year. The Company's backlog in mid-July is approximately $2,160,000, an increase of approximately 25% from March 31, 1998. It is expected that substantially all of this back log will be shipped in the current fiscal year.its new offshore distributors. Sales For the three months ended JuneSeptember 30, 1998 net sales decreased $205,630 (23.6%increased $181,635 (21.5%) to $1,025,676, as compared to the same period ending September 30, 1997. Commercial sales increased $330,354 (119.3%) to $607,204 for the three months ended JuneSeptember 30, 1998, as compared to the same period ending September 30, 1997. WhileThis increase in commercial sales declinedis attributed to decisions by $30,856 (9.8%), governmentseveral large fleet owners to upgrade their test equipment and may not be continued. The Company had a commercial backlog of $297,090 at September 30, 1998. Government sales decreased $174,774 (31.3%$148,719 (26.2%)., as compared to the same period ending September 30, 1997. This decrease is primarily attributed to the completion of the U.S. Air Force T-30CM contract for which there were no sales in the current fiscal year. This decrease was partially offset by revenues of $195,242 for fabrication of the initial prototypes and certain documentation and testing related to the U.S. Navy T-47M IFF test set contract. The decreaseCompany had a government backlog of $2,043,307 at September 30, 1998. For the six months ended September 30, 1998 sales declined $23,995 (1.4%), as compared to the same period ending September 30, 1997. The decline in government sales is primarily duerelated to the fact thatcompletion of the T-30CM ILS contract with the U.S. Air Force was completedmostly offset by the increase in commercial sales during the second quarter and shipments have not yet begun onthe sales related to the contract with the U.S. Navy. Sales forThere can be no assurance that the firstincrease in commercial sales will continue. Gross Margin For the three months ofended September 30, 1998 gross margin increased $107,805 (21.9%), as compared to the prior fiscal yearsame period ending September 30, 1997. This increase is primarily attributed to the contract withhigher sales in the U.S. Air Force amountedsecond quarter. The gross margin percentage was 58.5% for the three months ended September 30, 1998 as compared to $220,794 or 25.4% of total sales.58.3% for the three months ended September 30, 1997. For the six months ended September 30, 1998 gross margin decreased $100,911 (9.8%), as compared to the same period ended September 30, 1997. This decrease was partially offset by revenues fromis primarily attributed to the U.S. Navylower gross margin associated with documentation and testing to be provided under the U.S. Navy T-47M IFF test sets contract. In addition,The gross margin percentage was 54.8% for the Company identifiedsix months ended September 30, 1998 as compared to 59.9% for the six months ended September 30, 1997. 7 Item 2 MANAGEMENT DISCUSSION OF RESULTS OF OPERATIONS AND ANALYSIS OF FINANCIAL POSITION (Continued) Operating Expenses Selling, general and corrected a technical issue with one of its products and, as a result, certain shipments have been delayed. Gross Margin Gross Margin decreased $208,716 (39.0%administrative expenses increased $74,459 (40.4%) for the three months ended JuneSeptember 30, 1998 as compared to the same three monthsperiod last year. This increase is associated with an increase in the prior fiscal year. The decrease in gross margin isselling expenses, mostly attributed to lower volumehigher commissions based upon the increase in commercial sales and lower gross margin associated withto higher administrative salaries. In fiscal year 1998 the documentationCompany's President devoted a percentage of his time to research and testing portiondevelopment to ensure that such activities were properly conducted. In fiscal year 1999, the Company hired a Director of Engineering, thus minimizing the U.S. Navy T-47M contract. Operating ExpensesPresident's time in overseeing the research and development function and allowing him to concentrate on Company growth. Selling, general and administrative expenses decreased $4,406 (2.0%increased $70,053 (17.4%) for the threesix months ended JuneSeptember 30, 1998 as compared to the same period last year. This increase is primarily attributed to the increase for the three months ended JuneSeptember 30, 1997. This decrease is, for the most part, attributed to lower selling commissions.1998, as discussed above. Engineering, research and development expenses increased $84,067 (53.2%$121,551 (59.0%) primarily associated withand $205,618 (56.5%) for the finalizationthree and six months ended September 30, 1998, respectively, as compared to the same periods last year. This increase reflects the Company's ongoing commitment to developing new products and finalizing of the design of the U.S. Navy T-47M IFF test sets, foras described in the U.S. Navy.Overview. As this work is completed, the rate of engineering expenditures should be reduced. Income Taxes In accordance with SFAS 109, a provision for income taxes was recognized in the amount of $58,339$93,464 for the six months ended JuneSeptember 30, 1997. For the threesix months ended JuneSeptember 30, 1998 the Company recorded a deferredan income tax benefit of $54,516,$51,796, which represents the effective federal and state tax rate on the Company's net loss before taxes of $136,642.$129,653. (See Note 34 to Notes to Condensed Financial Statements). 7 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION (Continued) Liquidity and Capital Resources At JuneSeptember 30, 1998 the Company had positive working capital of $705,564$677,245 as compared to $864,061 at March 31, 1998. For the threesix months ended JuneSeptember 30, 1998, cash used in operations was $329,957$452,754 as compared to $196,513$140,460 for the threesix months ended JuneSeptember 30, 1997. This reductionincrease in available cash used in operations is primarily associated with the Company's loss from operations and increases in accounts receivable, unbilled revenues, and inventories, and paymentinventories. The total decrease in cash of deferred wages. These amounts were partially offset$505,600 was also impacted by an increasepurchases of equipment in accounts payable and accrued expenses.the amount of $53,689. The Company continues to spendinvest heavily in research and development. The Company expects these investments will finalize the designdesigns for the U.S. Navy contractT-47M, T-47N, T-36M, and also introduce other new productsT-48IC, and begin to ship these units for which willthere are current orders in the backlog. While this would increase sales, cash flow, and profits. However,profits, there is no assurance that sales and profitsthese increases will increase.occur. Based upon the current backlog and available working capital, the Company believes that it has sufficient working capital to fund its plans for the next year.twelve months. At present, the Company does not expect to incur significant long-term needs for capital outside of its normal operating activities. The8 Item 2 MANAGEMENT DISCUSSION OF RESULTS OF OPERATIONS AND ANALYSIS OF FINANCIAL POSITION (Continued) Liquidity and Capital Resources (Continued) On July 22, 1998, the Company has received a letter of interest forfrom Summit Bank a credit line of $350,000 from a major bank. This arrangement$350,000. The Company has been approved by the Boardnot borrowed against this line as of Directors and is expected to be finalized by AugustSeptember 30, 1998. There was no significant impact on the Company's operations as a result of inflation for the threesix months ended JuneSeptember 30, 1998. These financial statements should be read in conjunction with the Company's Annual Report on Form 10-K to the Securities and Exchange Commission for the fiscal year ended March 31, 1998. Year 2000 Issue Many existing computer programs use only two digits to identify a year in the date field. These programs were designed and developed without considering the impact of the upcoming change in the year 2000. Some older computer systems stored dates with only a two-digit year with an assumed prefix of "19". Consequently, this limits those systems to dates between 1900 and 1999. If not corrected, many computer systems and applications could fail or create erroneous results by or at the year 2000. The Company has reviewed the potential impact of the Year 2000 issue. This assessment included a review of the impact of the issue in four areas: products, manufacturing systems, business systems and other areas. The Company does not anticipate that the Year 2000 issue will impact operations or operating results. The Company relies on its customers, suppliers, utility service providers, financial institutions and other partners in order to continue normal business relations. At this time, it is impossible to assess the impact of Year 2000 issue on each of these organizations. There can be no guarantee that the systems of other unrelated entities on which the Company relies will be corrected on a timely basis and will not have a material adverse effect on the Company. New Accounting Pronouncements Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities was issued in June 1998 and is effective for all fiscal quarters of fiscal years beginning after June 15, 1999. This statement establishes accounting and reporting standards for derivative instruments and hedging activities. The Company does not expect its implementation will have a material effect on the Company's financial statements. Statement of Financial Accounting Standards No. 134, Accounting for Certain Mortgage Banking Activities was issued in October 1998 and is effective for all fiscal quarters beginning after December 15, 1998. This statement establishes reporting standards for certain banking activities of mortgage banking enterprises and other enterprises that conduct operations that are substantially similar to the primary operations of a mortgage banking enterprise. The Company does not expect its implementation will have a material effect on the Company's financial statements as currently presented. 89 Part II. Other Information Item 6. Exhibits and Reports on Form 10-Q. The exhibits filed or incorporated by reference as part of the Quarterly Report on Form 10-Q are listed in the attached Index to Exhibits. SIGNATURES 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 thereunto duly authorized. TEL-INSTRUMENT ELECTRONICS CORP. Date: 11/10/98 By: /s/ Harold K. Fletcher ------------------------------------------------------------- /s/ Harold K. Fletcher Chairman and President 10 INDEX TO EXHIBITS 1 Loan agreement with Summit Bank dated July 22, 1998 27 Financial data schedule which is submitted electronically to the Securities and Exchange Commission for information only and is not filed. 11