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 June 30,December 31, 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:
2,094,7352,107,057 shares of Common stock, $.10 par value as of July 22, 1998.February 1, 1999.
TEL-INSTRUMENT ELECTRONICS CORPORATION
TABLE OF CONTENTS
PAGE
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Item 1. Financial Statements (Unaudited):
Condensed Comparative Balance Sheets
June 30,December 31, 1998 and March 31, 1998 1
Condensed Comparative Statements of Operations -
Three and Nine Months Ended June 30,December 31, 1998 and 1997 2
Condensed Comparative Statements of Cash Flows -
ThreeNine Months Ended June 30,December 31, 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 6-86-10
Part II Other Information 11
SIGNATURES 911
Item 1 - Financial Statements
TEL-INSTRUMENT ELECTRONICS CORPORATION
CONDENSED COMPARATIVE BALANCE SHEETS
June 30, 1998 and March(Unaudited)
ASSETS December 31, 1998
(Unaudited) (Audited)
ASSETS June 30, March 31,
1998 1998
----------- ---------- ---------
Current assets:
Cash $ 242,04855,506 $ 585,281
Accounts receivable, net of allowance for doubtful 473,169447,495 374,506
accountsAccounts of $16,064$15,923 at June 30,December 31, 1998 and
$16,164 at March 31, 1998
Unbilled revenues (see note 2) 154,011 --
Inventories 478,852592,720 383,030
Prepaid expenses and other current assets 35,34433,060 24,017
Deferred income tax benefit - current 78,300 78,300
----------- -----------
Total current assets 1,307,7131,361,092 1,445,134
Property, plant, and equipment, net 81,688108,477 79,321
Other assets 115,735127,063 96,067
Deferred income tax benefit 375,135328,571 320,619
----------- -----------
Total assets 1,880,2711,925,203 1,941,141
----------- -----------
LIABILITES=========== ===========
LIABILITIES & 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 195,211210,624 211,400
Accounts payable and accrued expenses 341,938296,846 304,673
----------- -----------
Total current liabilities 602,149572,470 581,073
Notes payable - related party -
non-current portion 300,000 300,000
----------- -----------
Total liabilities 902,149872,470 881,073
----------- -----------
Stockholders' equity:
Common stock 209,476210,708 209,476
Additional paid-in capital 3,921,6703,925,057 3,921,670
Accumulated deficit (3,153,024)(3,083,032) (3,071,078)
----------- -----------
Total stockholders' equity 978,1221,052,733 1,060,068
----------- -----------
Total liabilities and stockholders' equity $ 1,880,2711,925,203 $ 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 Nine Months Ended
December 31, December 31, December 31, December 31,
Sales 1998 1997 1998 1997
----------- ----------- ----------- -----------
Government, net $ 584,490 $ 1,133,538 $ 1,385,702 $ 2,258,243
Commercial, net 388,446 348,495 1,278,103 938,654
----------- ----------- ----------- -----------
Total Sales 972,936 1,482,033 2,663,805 3,196,897
Cost of sales 346,610 505,202 1,111,420 1,193,096
----------- ----------- ----------- -----------
Gross Margin 626,326 976,831 1,552,385 2,003,801
Operating expenses:
Selling, general & administrative 233,366 334,208 706,593 737,383
Engineering, research, & development 273,057 284,309 842,602 648,235
----------- ----------- ----------- -----------
Total operating expenses 506,423 618,517 1,549,195 1,385,618
Income from operations 119,903 358,314 3,190 618,183
Other income (expense):
Interest income 82 6,145 8,635 17,878
Interest expense (10,238) (17,578) (31,731) (55,170)
----------- ----------- ----------- -----------
Income/(loss) before taxes 109,747 346,881 (19,906) 580,891
Provision/(Benefit) for income taxes 43,844 138,834 (7,952) 232,298
----------- ----------- ----------- -----------
Net income/(loss) $ 65,903 $ 208,047 $ (11,954) $ 348,593
=========== =========== =========== ===========
Basic and diluted income (loss)
per common share $ 0.03 $ 0.10 $ (0.01) $ 0.17
Dividends per share None None None None
Weighted average shares outstanding
Basic 2,104,539 2,039,581 2,098,657 2,035,248
Diluted 2,116,101 2,093,989 2,098,657 2,089,656
See accompanying notes to condensed financial statements
2
TEL-INSTRUMENT ELECTRONICS CORPORATION
CONDENSED COMPARATIVE STATEMENTS OF CASH FLOWS
(Unaudited)
ThreeNine Months Ended
June 30,December 31,
1998 1997
--------- -------------------- ----------
(Decrease) increase in cash:
Cash flows from operating activities
Net (loss) income $ (81,946) 87,728(11,954) $ 348,593
Adjustments to reconcile net (loss) income
to cash used in operating activities:
Deferred income taxes (54,516) 58,339(7,952) 232,298
Depreciation 10,909 6,61430,558 24,483
Changes in assets andor liabilities:
(Increase) decrease in accounts receivable
(98,663) (203,569)and unbilled revenue (227,000) (482,853)
(Increase) decrease in inventories (95,822) (101,031)(209,690) (45,318)
(Increase) decrease in prepaid expenses and
other current assets (11,327) 423(9,043) (18,594)
(Increase) decrease in other assets (19,668)(30,996) (15,000)
Increase in advanced billings -- 57,061
(Decrease) increase in accrued payroll,
deferred wages and
And vacation pay (16,189) 5,314(776) (5,747)
(Decrease) increase in accounts payable
and accrued expenses 37,265 (50,331)(7,827) (106,206)
--------- ---------
Net cash used in operations (329,957) (196,513)(474,680) (11,283)
--------- ---------
Cash flows from investing activities:
Cash purchases of property, plant and equipment (13,276) (3,643)(59,714) (62,483)
--------- ---------
Net cash used in investing activities (13,276) (3,643)(59,714) (62,483)
--------- ---------
Cash flows from financing activities:
Proceeds from exercise of stock options 4,619 8,188
Proceeds from issuance of common stock -- --
--------- ---------
Net cash provided by financing activities 4,619 8,188
--------- ---------
Net decrease in cash (343,233) (200,156)(529,775) (65,578)
Cash at beginning of period 585,281 528,636
--------- ---------
Cash at end of period $ 242,04855,506 $ 328,480463,058
========= =========
Interest Paidpaid $ 2,60920,538 $ 7,53645,041
========= =========
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 June 30,December 31, 1998, the results of operations for the
three and nine months ended June 30,December 31, 1998 and June 30,December 31, 1997, and
statements of cash flows for the threenine months ended June 30,December 31, 1998 and
June 30,December 31, 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 $154,011 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:
June 30,December 31, March 31.31,
1998 1998
----------------- ---------
Purchased parts $265,382 $253,616$355,843 $ 253,616
Work-in-process 249,090272,497 165,034
Less: Reserve for obsolescenseobsolescence (35,620) (35,620)
-------- --------
$478,852 $383,030---------
$592,720 $ 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 threenine months ended
June 30,December 31, 1998, the Company recorded an additionala deferred income tax benefit of $54,516,$7,952,
which represents the effective federal and state tax rate on the Company's net
loss before taxes of $136,462.$19,906. 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$7,952 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.
Note 4 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 5 Reclassifications
Certain reclassifications have been made to the fiscal year 1998 financial
statement format to be consistent with the fiscal year 1999 presentation.
Note 6 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 June 30,December 31, 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 threenine
months ended June 30,December 31, 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 at the bank's option. The Company does not currently have any
outstanding balance against this credit line. The Company pays no commitment fee
and the rate of interest on borrowings is the Lender's Prevailing Base Rate plus
1%.
5
Item 2.2 MANAGEMENT'S 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 unforeseenunforseen
circumstances. A number of these factors are discussed in the Company's filings
with the Securities and Exchange Commission.
Overview
The CompanyWhile the Company's long-term outlook continues to invest heavilybe positive, the Company
experienced two problems which resulted in engineering, research,a decline in sales and development as expenditures increased by 53%income for the
first threenine months of the current fiscal year as compared to the first threenine
months inof the prior fiscal year. Engineering,As previously reported, the Company completed
deliveries under its substantial U.S. Air Force T-30CM contract in the last
quarter of fiscal year 1998. The company also experienced manpower problems and
technical issues in engineering, associated with the Company's substantial
growth in sales in the last two years, due to development of new and more
sophisticated products. This resulted in delays in completion and shipment of
orders, and consequent reduction in sales for the current year. These problems
have been identified and are in the process of being corrected. Management
believes that most of the delayed shipments will be made in the first half of
the next fiscal year.
Operating income levels have declined from the prior fiscal year primarily as a
result of lower sales, while operating expense levels have been as planned.
Management continues to believe that this decline is temporary and that new
contracts can and will be obtained and the current backlog shipped to increase
sales. In this regard, management is encouraged by the dollar value of its
backlog, which was over $2,250,000 at December 31, 1998, the large and
unexpected increase in commercial sales, which increased 36% for the first nine
months of the current fiscal year as compared to last year, the progress on the
U.S. Navy contract, and the efforts of its international distributors. Total
bookings increased $581,982 (22%) for the nine months ended December 31, 1998,
as compared to the same period last year.
The Company's profit before taxes was $109,747 for the three months ended
December 31, 1998, which reduced the loss before taxes for the nine months ended
December 31, 1998 to $19,906. The net profit for the three months ended December
31, 1998 was earned despite the Company having lower sales as compared to the
three months ended September 30, 1998. The higher profitability in the current
quarter is the result of a higher gross profit on sales and slightly lower
engineering, research and development expenses.
The Company continues to invest heavily in product development, and these
expenditures continue to be
primarily devoted to the finalizationrepresented 28% of the design of the T-47M IFF test setsales for the U.S. Navy. In April 1998, the Company completed its second design review
withthree months ended December 31,
1998. The principal effort resulted from the U.S. Navy without any major technical issues requiring resolution. If
field evaluations are successfulexercising their option
to incorporate a collision avoidance (TCAS) test capability into the T-47M test
6
Item 2 MANAGEMENT'S DISCUSSION OF RESULTS OF OPERATIONS
AND ANALYSIS OF FINANCIAL POSITION (Continued)
Overview (Continued)
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, including the reliability test, which exceeded the
Navy's requirements. Field evaluation by the U.S. Navy exercises production options, it is anticipated that shipments couldto begin
early in the next fiscal year. The U.S. Navy continually monitors the Company's
progress on this contract and management believes that the Navy is satisfied
with the Company's product and progress. Assuming field evaluations are
satisfactory and the U.S. Navy exercises production options in the first quarter
of the next fiscal year, deliveries would begin in the second quarter of that
year. This contract couldcan be a source of significant revenues whichthat could include
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 recentlyhad received from Muirhead Avionics a $382,900$323,000 contract for its T-48I,
IFF test set.
As reported in the Form 10-K, during fiscal year 1998which deliveries have been mostly completed. The Company also signed an
exclusive agreement with Milspec Services Pty. Ltd. ("Milspec") to represent the
Company fulfilled its
obligationin Australia 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.New Zealand. The Company continues to believe that this decline is
temporary and new contracts can be obtained to increase sales. For example, in
June and July 1998, 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$447,000 contract
to supply T-47CC ramp test sets to the Australian military, as direct result of
Milspec's efforts, for completion in the amountfirst quarter of $192,300 from a
major air freight carrier. Both of these contracts are expected to be completed
in the currentnext fiscal year.
The Company's backlog in mid-JulyCompany believes that the foreign commercial market 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 inlarger than the
current fiscal year.domestic market because many foreign airlines are upgrading to meet U.S.
requirements.
Sales
For the three months ended June 30,December 31, 1998 net sales decreased $205,630 (23.6%$509,097 (34%), as
compared to the three months ended June 30,December 31, 1997. While commercialCommercial sales declined by $30,856 (9.8%increased
$39,951 (12%), while government sales decreased $174,774 (31.3%). The
decrease in government sales is primarily due to the fact that the T-30CM ILS
contract with the U.S. Air Force was completed and shipments have not yet begun
on the contract with the U.S. Navy. Sales for the first three months of the
prior fiscal year attributed to the contract with the U.S. Air Force amounted to
$220,794 or 25.4% of total sales. This decrease was partially offset by revenues
from the U.S. Navy associated with documentation and testing to be provided
under the U.S. Navy T-47M IFF test sets contract. In addition, the Company
identified 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%$549,048 (48%) for the three
months ended June 30,December 31, 1998 as compared to the same three monthsperiod in the prior
fiscal year. Government sales for the three months ended December 31, 1997
included sales to a Defense Department prime contractor for the Company's T-47C
in the amount of $564,445 and the final shipments of the T-30CM to the U.S. Air
Force in the amount of $198,159, thereby accounting for the decline in fiscal
year 1999. These decreases were partially offset by sales to Muirhead Avionics
for the T-48I.
For the nine months ended December 31, 1998 sales declined $533,092 (17%), as
compared to the nine months ended December 31, 1997. Government sales decreased
$872,541 (39%), as compared to the same period last year. Government sales for
the nine months ended December 31, 1997 included sales to a Defense Department
prime contractor for the Company's T-47C in the amount of $743,660 and the final
shipments of the T-30CM to the U.S. Air Force in the amount of $836,014. This
decline was partially offset by sales to Muirhead for the T-48I and by the
increase in commercial sales of $339,449 (36%). The decreaseCompany is encouraged with
the growth in the commercial market for which sales increased 36% in the nine
months ended December 31, 1998, as compared to the same period last year. The
backlog for commercial sales increased $418,326 (39%) as compared to December
31, 1997. However, there is no assurance that this market will continue to grow.
7
Item 2 MANAGEMENT'S DISCUSSION OF RESULTS OF OPERATIONS
AND ANALYSIS OF FINANCIAL POSITION (Continued)
Gross Margin
For the three months and nine months ended December 31, 1998 gross margin
decreased $350,505 (36%) and $451,416 (23%), respectively, as compared to the
three and nine months ended December 31, 1997. This decrease is primarily
attributed to lower volume andsales. The gross margin percentage was 64% for the three
months ended December 31, 1998 as compared to 66% for the three months ended
December 31, 1997. For the nine months ended December 31, 1998 the gross margin
percentage was 58% as compared to 63% for the nine months ended December 31,
1997. This decrease is primarily attributed to the lower gross margin associated
with the documentation and testingtest portion of the U.S. Navy T-47M contract.
Operating Expenses
Selling, general and administrative expenses decreased $4,406 (2.0%$100,842 (30%) for the
three months ended June 30,December 31, 1998 as compared to the same period last year.
This decrease is primarily associated with lower accrued employee incentive
compensation expense and a reduction in the level of expenditures related to the
Company's efforts to explore additional markets for its technology.
Selling, general and administrative expenses decreased $30,790 (4%) for the nine
months ended December 31, 1998 as compared to the same period last year. This
decrease is primarily associated with lower accrued employee incentive
compensation expense and a reduction in the level of expenditures related to the
Company's efforts to explore additional markets for its technology, partially
offset by an increase in selling expenses and higher administrative salaries. In
fiscal year 1998 the Company's President devoted a percentage of his time to
research and development activities to ensure that such activities were properly
supervised. In fiscal year 1999, the Company hired a Director of Engineering,
thus minimizing the President's time in overseeing the research and development
function and allowing him to concentrate on Company growth.
Engineering, research and development decreased $11,252 (4%) for the three
months ended December 31, 1998 as compared to the three months ended June 30,December
31, 1997. This decrease is,Lower accrued employee incentive compensation expense was mostly
offset by higher consulting fees for work on the development of the T-47M for
the most part, attributed to lower selling
commissions.U.S. Navy.
Engineering, research and development expenses increased $84,067 (53.2%$194,367 (30%) primarily associated withfor the nine
months ended December 31, 1998 as compared to the nine months ended December 31,
1997. This increase reflects the Company's ongoing commitment to developing new
products and finalization of the design of the T-47M IFF test sets for the U.S.U.S,
Navy. Outlays for new product development continue to be high.
Income Taxes
In accordance with SFAS 109, a provision for income taxes was recognized in the
amount of $58,339$232,298 for the nine months ended June 30,December 31, 1997. For the threenine
months ended June 30,December 31, 1998 the Company recorded a deferred income tax
benefit of $54,516,$7,952, which represents the effective federal and state tax rate on
the Company's net loss before taxes of $136,642.$19,906 (See Note 34 to Notes to Condensed
Financial Statements).
78
Item 2.2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS
AND ANALYSIS OF FINANCIAL CONDITIONPOSITION (Continued)
Liquidity and Capital Resources
At June 30,December 31, 1998 the Company had positive working capital of $705,564$788,622 as
compared to $864,061 at March 31, 1998. For the threenine months ended June 30,December 31,
1998, cash used in operations was $329,957$474,680 as compared to $196,513$11,283 for the threenine
months ended June 30,December 31, 1997. This reduction in available cash is primarily
associated with the Company's loss from operations, increases in accounts receivable, unbilled revenues, and
inventories, and payment of deferred wages. These amounts were
partially offset by an increase in accounts payable and accrued expenses.inventories.
The Company continues to spendinvest heavily in research and development. The Company
expects these investments will finalize the design for the T-47M for the U.S.
Navy contract
and also introduce other new productscomplete the development of projects, such as the T-47N, T-36M and
T-47CC. The company will then begin to ship these units now in the backlog,
which willshould increase sales, cash flow and profits. However, there is no
assurance that sales and profits will increase.
The Company has received a commitment from Summit Bank for a credit line of
$350,000. As of December 31, 1998, the Company has no outstanding balance
against this line.
Based upon the current backlog, and available working capital, and the available
credit line, 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.
The Company has received a letteractivities, although it may use some of interest for aits credit line of $350,000 fromwith Summit Bank on a
major bank. This arrangement has been approved by the Board of Directors and
is expected to be finalized by August 1998.short term basis.
There was no significant impact on the Company's operations as a result of
inflation for the threenine months ended June 30,December 31, 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.
New Accounting Pronouncements
StatementYear 2000 Issue
Many existing computer programs use a two-digit suffix to identify year
references with an assumed prefix of Financial Accounting Standards No. 133, Accounting for Derivative
Instruments"19". This limits those systems to
recognizing dates between 1900 and Hedging Activities, was issued1999. As a result, in June 1998a little less than a
year, computer systems and/or software used by many companies in a wide variety
of applications may experience operating difficulties unless they are modified
or upgraded to adequately process information involving, related to or dependent
upon the century change. If not corrected, systems and/or applications could
fail or create erroneous results at or in connection with applications after
December 31, 1999. Significant uncertainty exists concerning the scope and
is effective for
all fiscal quartersmagnitude of fiscal years beginning after June 15, 1999. This
statement establishes accountingproblems associated with the century change.
The Company has reviewed its information and reporting standards for derivative
instrumentsoperational systems and
hedging activities. Themanufacturing processes in order to identify those products, services or systems
that are not Year 2000 compliant. As a result of its initial assessment, the
Company does not expectbelieve, based upon available information, that any material
exposure to significant business interruption exists as a result of Year 2000
compliance issues. Accordingly, the Company has not adopted any formal
contingency plan. However, there can be no assurance that the Company can
identify and remediate all significant Year 2000 problems, that remedial efforts
will not involve significant time and expense, or that such problems will not
have a material adverse effect on the Company's business, results of operations
or financial position.
9
Item 2 MANAGEMENT'S DISCUSSION OF RESULTS OF OPERATIONS
AND ANALYSIS OF FINANCIAL POSITION (Continued)
Year 2000 Issue (continued)
The Company also faces risk to the extent that suppliers of products, services
and systems purchased by it and others whom the Company transacts business on a
worldwide basis do not comply with Year 2000 requirements. The Company will
initiate written communications with significant suppliers and customers to
determine the extent to which it is vulnerable to these third parties' failure
to remediate their own Year 2000 issues. In the event any such third parties
cannot provide the Company with products, services or systems that meet the Year
2000 requirements on a timely basis, or in the event Year 2000 issues prevent
such third parties from timely delivery of products or services required by the
Company, its implementationresults of operations could be materially adversely affected. To
the extent Year 2000 issues cause significant delays in, or cancellation of,
decisions to purchase the Company's products or services, its business, results
of operations and financial position could be materially adversely affected. Due
to the uncertainty, both internally and externally, inherent in the Year 2000
problem resulting, in part, from the uncertainty of its Year 2000 readiness of
third parties, suppliers and customers, the Company is unable to accurately
predict at this time whether the consequences of Year 2000 failures will have a
material effectimpact on the Company's results of operations, liquidity or financial
statementscondition.
The discussion of the Company's efforts, and management's expectations, relating
to Year 2000 compliance are forward-looking statements. The Company's ability to
achieve Year 2000 compliance and the level of incremental costs associated
therewith, could be adversely impacted by, among other things, the availability
and cost of programming and testing resources, vendors' ability to modify
proprietary software, and unanticipated problems identified in the ongoing
compliance review.
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Part II Other Information
Item 4 Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Shareholders was held on December 1, 1998 (the
"Annual Meeting").
(b) Not applicable because (i) proxies for the Annual Meeting were not
solicited pursuant to Regulation 14A under the Securities Exchange Act of
1934; (ii) there was no solicitation in opposition to management's
nominees as currently presented.
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listed in the Company's proxy statement; and (iii) all of such
nominees were elected.
(c) At the Annual Meeting, the Company's shareholders voted in favor of
management's nominees for election as directors of the Company as follows:
For Against
--- -------
Harold K. Fletcher 1,376,464 0
George F. Leon 1,376,464 0
Robert J. Melnick 1,376,464 0
Jeff C. O'Hara 1,376,464 0
Robert J. Walker 1.376,464 0
The shareholders also voted all 1,376,464 shares in favor of
PricewaterhouseCoopers L.L.P. as the Company's certified public accountants for
the fiscal year ending March 31, 1999.
The shareholders also voted all 1,376,464 shares for ratification of the
Company's 1998 Stock Option Plan.
(d) Not applicable
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: 02/12/99 By: /s/ Harold K. Fletcher
-----------------------------
/s/------------------------------
Harold K. Fletcher
Chairman and President
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