UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: ~~December 31, 2017~~Dec

¨ ember 31, 2020

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

Commission File Number: 001-31990

TEL-INSTRUMENT ELECTRONICS CORP.

(Exact name of registrant as specified in its charter)

New Jersey	22-1441806
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One Branca Road

East Rutherford, NJ 07073

(Address of principal executive offices)

(201) 933-1600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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 past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ý☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such ~~files.~~files). Yes ý☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐ ~~(Do not check if a smaller reporting company)~~ ☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

☒

As of February ~~8, 2018,~~12, 2021, there were 3,255,887 shares outstanding of the registrant’s common stock.

TEL-INSTRUMENT ELECTRONICS CORP.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
		Page
Item 1.	Unaudited Condensed Consolidated Financial Statements.	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	1621

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	2327

Item 4.	Controls and Procedures.	2327

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.	28

Item 1.1A.	~~Legal Proceedings.~~Risk Factors.	2428

~~Item 1A.~~	~~Risk Factors.~~	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	2528

Item 3.	Defaults Upon Senior Securities.	2528

Item 4.	Mine Safety Disclosures.	2528

Item 5.	Other Information.	2528

Item 6.	Exhibits.	2629

Signatures		2730

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements.

TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

December 31,
2017

March 31,
2017

(unaudited)
ASSETS

Current assets:
Cash and cash equivalents $ 263,983 $ 287,873
Accounts receivable, net 1,660,757 1,556,382
Inventories, net 4,309,324 4,208,179
Restricted cash to support appeal bond 2,000,000 -
Prepaid expenses and other current assets 107,450 188,578
Total current assets 8,341,514 6,241,012

Equipment and leasehold improvements, net 197,602 161,427
Other long-term assets 35,109 33,509
Total assets 8,574,225 6,435,948

LIABILITIES & STOCKHOLDERS’ DEFICIT

Current liabilities:
Current portion of long-term debt 3,696 291,991
Line of credit 1,000,000 200,000
Capital lease obligations – current portion 6,718 6,268
Accounts payable and accrued liabilities 2,431,763 2,072,955
Federal and state taxes payable - 4,105
Deferred revenues – current portion 54,671 123,720
Accrued legal damages 4,930,523 2,800,000
Accrued payroll, vacation pay and payroll taxes 396,207 527,413
Total current liabilities 8,823,578 6,026,452

Capital lease obligations – long-term 8,664 13,760
Long-term debt - 2,124
Deferred revenues – long-term 353,280 352,973
Warrant liability - 95,000
Total liabilities 9,185,522 6,490,309

Commitments

Mezzanine Equity:
Preferred stock, 1,000,000 shares authorized, par value $0.10 per share,
500,000 shares 8% Cumulative Series A Convertible Preferred issued and outstanding
2,990,667 -
Total mezzanine equity 2,990,667 -

Stockholders’ (deficit):
Common stock, 4,000,000 shares authorized, par value $0.10 per share,
3,255,887 shares issued and outstanding, respectively
325,586 325,586
Paid-in capital in excess of par value, common stock 8,099,882 8,107,369
Accumulated deficit (12,027,432 ) (8,487,316 )
Total stockholders’ deficit (3,601,964 ) (54,361 )
Total liabilities, mezzanine equity and stockholders’ deficit $ 8,574,225 $ 6,435,948

	December 31, 2020			March 31, 2020
	(unaudited)
ASSETS

Current assets:
Cash	$	2,941,731		$	3,126,195
Accounts receivable, net		1,881,122			1,411,644
Inventories, net		2,930,864			3,092,679
Restricted cash to support appeal bond		2,011,050			2,008,544
Prepaid expenses and other current assets		239,447			382,428
Total current assets		10,004,214			10,021,490

Equipment and leasehold improvements, net		230,308			263,750
Operating lease right-of-use assets		146,907			306,740
Deferred tax asset, net		2,648,897			2,712,780
Other long-term assets		35,109			35,109
Total assets	$	13,065,435		$	13,339,869

LIABILITIES & STOCKHOLDERS’ EQUITY

Current liabilities:
Line of credit	$	-		$	680,000
Operating lease liabilities – current portion		146,907			214,793
Accounts payable and accrued liabilities		681,118			1,035,023
Deferred revenues – current portion		116,399			145,168
Accrued legal damages		5,837,673			5,657,549
Finance lease obligations – current portion		-			49
Accrued payroll, vacation pay and payroll taxes		457,749			512,732
Total current liabilities		7,239,846			8,245,314

Operating lease liabilities – long-term		-			91,947
Deferred revenues – long-term		300,923			327,132

Total liabilities		7,540,769			8,664,393

Commitments and contingencies

Stockholders’ equity:
Preferred stock, 1,000,000 shares authorized, par value $0.10 per share
Preferred stock, 500,000 shares 8% Cumulative Series A Convertible Preferred issued and outstanding, par value $0.10 per share		3,695,998			3,515,998
Preferred stock, 166,667 shares 8% Cumulative Series B Convertible Preferred issued and outstanding, par value $0.10 per share		1,147,367			1,087,367
Common stock, 7,000,000 shares authorized, par value $0.10 per share, 3,255,887 shares issued and outstanding, respectively		325,586			325,586
Additional paid-in capital		7,392,453			7,616,624
Accumulated deficit		(7,036,738	)		(7,870,099	)
Total stockholders’ equity		5,524,666			4,675,476
Total liabilities and stockholders’ equity	$	13,065,435		$	13,339,869

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended Nine Months Ended

December 31,
2017

December 31,
2016

December 31,
2017

December 31,
2016

Net sales $ 2,625,793 $ 4,236,519 7,955,035 $ 14,654,917
Cost of sales 1,689,113 2,602,268 5,377,195 9,318,425

Gross margin 936,680 1,634,251 2,577,840 5,336,492

Operating expenses:
Selling, general and administrative 548,391 582,880 1,881,072 2,042,922
Litigation expenses 134,765 282,490 560,610 609,330
Legal damages 30,523 - 2,130,523 -
Engineering, research and development 546,691 615,007 1,691,631 1,783,655
Total operating expenses 1,260,370 1,480,377 6,263,836 4,435,907

(Loss) income from operations (323,690 ) 153,874 (3,685,996 ) 900,585

Other income (expense):
Proceeds from life insurance - - 92,678 -
Amortization of deferred financing costs (649 ) (1,359 ) (3,363 ) (4,072 )
Change in fair value of common stock warrants 5,000 37,000 95,000 288,203
Interest expense (14,097 ) (11,620 ) (38,435 ) (46,953 )
Total other income (expense) (9,746 ) 24,021 145,880 237,178

(Loss) income before income taxes (333,436 ) 177,895 (3,540,116 ) 1,137,763

Income tax expense - 36,382 - 313,886

Net (loss) income (333,436 ) 141,513 (3,540,116 ) 823,877

Preferred stock dividends (30,667 ) - (30,667 ) -

Net (loss) income attributable to common shareholders $ (364,103 ) $ 141,513 $ (3,570,783 ) $ 823,877

Basic (loss) income per common share $ (0.11 ) $ 0.04 $ (1.10 ) $ 0.25
Diluted (loss) income per common share $ (0.11 ) $ 0.03 $ (1.10 ) $ 0.23

Weighted average shares outstanding:
Basic 3,255,887 3,255,887 3,255,887 3,255,887
Diluted 3,255,887 3,265,135 3,255,887 3,266,532

	Three Months Ended						Nine Months Ended
	December 31, 2020			December 31, 2019			December 31, 2020			December 31, 2019

Net sales	$	2,672,742		$	4,733,135		$	8,948,575		$	11,951,765
Cost of sales		1,661,653			2,520,653			5,066,052			6,284,046

Gross margin		1,011,089			2,212,482			3,882,523			5,667,719

Operating expenses:
Selling, general and administrative		740,696			609,394			1,866,756			1,847,028
Litigation expenses		1,998			16,830			10,208			118,890
Engineering, research and development		492,432			580,517			1,678,940			1,631,359
Total operating expenses		1,235,126			1,206,741			3,555,904			3,597,277

Income (loss) from operations		(224,037	)		1,005,741			326,619			2,070,442

Other income (expense):
Interest income		1,591			2,065			6,316			4,083
Other income		758			-			14,612			-
Gain on forgiveness of PPP loan		722,577			-			722,577			-
Change in fair value of common stock warrants		-			-			-			(73,000	)
Interest expense - judgment		(52,490	)		(84,715	)		(180,124	)		(255,821	)
Interest expense		(8,030	)		(15,514	)		(27,190	)		(44,117	)
Total other income (expense)		664,406			(98,164	)		536,191			(368,855	)

Income before income taxes		440,369			907,577			862,810			1,701,587

Income tax (benefit) expense		(59,264	)		-			29,449			-

Net income		499,633			907,577			833,361			1,701,587

Preferred stock dividends		(80,000	)		(80,000	)		(240,000	)		(240,000	)

Net income attributable to common shareholders	$	419,633		$	827,577		$	593,361		$	1,461,587

Basic income per common share	$	0.13		$	0.25		$	0.18		$	0.45
Diluted income per common share	$	0.10		$	0.18		$	0.16		$	0.35

Weighted average shares outstanding:
Basic		3,255,887			3,255,887			3,255,887			3,255,887
Diluted		5,095,665			4,975,665			5,065,665			4,824,652

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three Months Ended December 31, 2020 and 2019

(Unaudited)

	Series A Convertible Preferred Stock				Series B Convertible Preferred Stock				Common Stock
	# of Shares Issued		Amount		# of Shares Issued		Amount		# of Shares Issued		Amount		Additional Paid-In Capital			Accumulated Deficit			Total
Balances at October 1, 2020		500,000	$	3,635,998		166,667	$	1,127,367		3,255,887	$	325,586	$	7,467,176		$	(7,536,371	)	$	5,019,756
8% Dividends on Preferred Stock		-		60,000		-		20,000		-		-		(80,000	)		-			-
Stock-based compensation		-		-		-		-		-		-		5,277			-			5,277
Net income		-		-		-		-		-		-		-			499,633			499,633
Balances at December 31, 2020		500,000	$	3,695,998		166,667	$	1,147,367		3,255,887	$	325,586	$	7,392,453		$	(7,036,738	)	$	5,524,666

	Series A Convertible Preferred Stock				Series B Convertible Preferred Stock				Common Stock
	# of Shares Issued		Amount		# of Shares Issued		Amount		# of Shares Issued		Amount		Additional Paid-In Capital			Accumulated Deficit			Total
Balances at October 1, 2019		500,000	$	3,395,998		166,667	$	1,047,367		3,255,887	$	325,586	$	7,766,072		$	(11,812,579	)	$	722,444
8% Dividends on Preferred Stock		-		60,000		-		20,000		-		-		(80,000	)		-			-
Stock-based compensation		-		-		-		-		-		-		5,276			-			5,276
Net income		-		-		-		-		-		-		-			907,577			907,577
Balances at December 31, 2019		500,000	$	3,455,998		166,667	$	1,067,367		3,255,887	$	325,586	$	7,691,348		$	(10,905,002	)	$	1,635,297

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Nine Months Ended December 31, 2020 and 2019

(Unaudited)

	Series A Convertible Preferred Stock				Series B Convertible Preferred Stock				Common Stock
	# of Shares Issued		Amount		# of Shares Issued		Amount		# of Shares Issued		Amount		Additional Paid-In Capital			Accumulated Deficit			Total
Balances at April 1, 2020		500,000	$	3,515,998		166,667	$	1,087,367		3,255,887	$	325,586	$	7,616,624		$	(7,870,099	)	$	4,675,476
8% Dividends on Preferred Stock		-		180,000		-		60,000		-		-		(240,000	)		-			-
Stock-based compensation		-		-		-		-		-		-		15,829			-			15,829
Net income				-		-		-		-		-		-			833,361			833,361
Balances at December 31, 2020		500,000	$	3,695,998		166,667	$	1,147,367		3,255,887	$	325,586	$	7,392,453		$	(7,036,738	)	$	5,524,666

	Series A Convertible Preferred Stock				Series B Convertible Preferred Stock				Common Stock
	# of Shares Issued		Amount		# of Shares Issued		Amount		# of Shares Issued		Amount		Additional Paid-In Capital			Accumulated Deficit			Total
Balances at April 1, 2019		500,000	$	3,275,998		166,667	$	1,007,367		3,255,887	$	325,586	$	7,914,955		$	(12,606,589	)	$	(82,683	)
8% Dividends on Preferred Stock		-		180,000		-		60,000		-		-		(240,000	)		-			-
Stock-based compensation		-		-		-		-		-		-		16,393			-			16,393
Net income		-		-		-		-		-		-		-			1,701,587			1,701,587
Balances at December 31, 2019		500,000	$	3,455,998		166,667	$	1,067,367		3,255,887	$	325,586	$	7,691,348		$	(10,905,002	)	$	1,635,297

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Nine Months Ended
December 31, 2017 December 31, 2016

Cash flows from operating activities:
Net (loss) income $ (3,540,116 ) $ 823,877
Adjustments to reconcile net (loss) income to net cash
used in operating activities:

Deferred income taxes - 317,509
Depreciation and amortization 53,221 95,209
Provision for inventory obsolescence 50,000 20,000
Amortization of deferred financing costs 3,363 4,072
Change in fair value of common stock warrant (95,000 ) (288,203 )
Non-cash stock-based compensation 23,180 24,536

Changes in assets and liabilities:
Decrease (increase) in accounts receivable (104,375 ) 396,430
(Increase) decrease in inventories (151,145 ) 185,145
Decrease (increase) in prepaid expenses & other assets 76,165 (28,774 )
Increase (decrease) in accounts payable and other accrued expenses 358,808 (299,359 )
Decrease in federal and state taxes (4,105 ) (53,623 )
Decrease in accrued payroll, vacation pay & withholdings (131,206 ) (224,072 )
(Decrease) increase in deferred revenues (68,742 ) 338,792
Increase in accrued legal damages 2,130,523 -
Restricted cash for appeal bond (2,000,000 )
Decrease in other long-term liabilities - (7,800 )
Net cash (used in) provided by operating activities (3,399,429 ) 1,303,739

Cash flows from investing activities:
Purchases of equipment (89,396 ) (37,070 )
Net cash used in investing activities (89,396 ) (37,070 )

Cash flows from financing activities:
Proceeds from line of credit 800,000 -
Proceeds from issuance of preferred stock, net of expenses 2,960,000 -
Payment of warrant liability - (720,000 )
Repayment of long-term debt (290,419 ) (322,894 )
Repayment of subordinated notes - related parties - (25,000 )
Repayment of capitalized lease obligations (4,646 ) (9,254 )
Net cash provided by (used in) financing activities 3,464,935 (1,077,148 )

Net decrease in cash and cash equivalents (23,890 ) 189,521
Cash and cash equivalents at beginning of period 287,873 972,633
Cash and cash equivalents at end of period $ 263,983 $ 1,162,154

Supplemental cash flow information:
Taxes paid $ 5,000 $ 87,374
Interest paid $ 50,374 $ 107,768

	Nine Months Ended
	December 31, 2020			December 31, 2019
Cash flows from operating activities:
Net income	$	833,361		$	1,701,587
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Deferred income taxes		63,883			-
Depreciation and amortization		92,820			74,353
Amortization of right of use assets		159,833			150,783
Provision for inventory obsolescence		25,000			57,000
Forgiveness of PPP Loan		(722,577	)		-
Change in fair value of common stock warrant		-			73,000
Non-cash stock-based compensation		15,829			16,393
Changes in assets and liabilities:
(Increase) decrease in accounts receivable		(469,478	)		(616,640	)
Decrease (increase) in inventories		136,815			(193,247	)
Decrease (increase) in prepaid expenses & other assets		148,743			(86,996	)
Decrease in accounts payable and other accrued liabilities		(353,905	)		(165,350	)
(Decrease) increase in accrued payroll, vacation pay and payroll taxes		(54,983	)		93,591
(Decrease) increase in deferred revenues		(54,978	)		185,522
Decrease in operating lease liabilities		(159,833	)		(150,783	)
Increase in accrued legal damages		180,124			258,761
Net cash (used in) provided by operating activities		(159,346	)		1,397,974

Cash flows from investing activities:
Purchases of equipment		(65,140	)		(102,341	)
Net cash used in investing activities		(65,140	)		(102,341	)

Cash flows from financing activities:
Proceeds from SBA PPP Loan		722,577			-
Repayment of line of credit		(680,000	)		(90,000	)
Payment of warrant liability		-			(116,500	)
Repayment of finance lease obligations		(49	)		(4,950	)
Net cash provided by (used in) financing activities		42,528			(211,450	)

Net (decrease) increase in cash and restricted cash		(181,958	)		1,084,183

Cash and restricted cash at beginning of period		5,134,739			2,590,727
Cash and restricted cash at end of period	$	4,952,781		$	3,674,910

End of period
Cash	$	2,941,731		$	1,667,364
Restricted cash		2,011,050			2,007,546
	$	4,952,781		$	3,674,910
Beginning of period
Cash	$	3,126,195		$	585,856
Restricted cash		2,008,544			2,004,871
	$	5,134,739		$	2,590,727

Supplemental cash flow information:
Taxes paid	$	-		$	-
Interest paid	$	19,497		$	35,080

Supplemental disclosure of non-cash financing activities:

Upon adoption of ASC 842, Leases, on April 1, 2019 the Company recorded $508,551 of right-use assets and related operating leases liabilities.

The Company’s PPP loan was forgiven by the SBA in the amount of $722,577.

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Business, Organization and Liquidity

Business and Organization

Tel-Instrument Electronics Corp. (“Tel”, “TIC” or the “Company”) has been in business since 1947. The Company is a leading designer and manufacturer of avionics test and measurement instruments for the global, commercial air transport, general aviation, and government/military defense markets. Tel provides instruments to test, measure, calibrate, and repair a wide range of airborne navigation and communication equipment. The Company sells its equipment in both domestic and international markets. Tel continues to develop new products in anticipation of customers’ needs and to maintain its strong market position. Its development of multi-function testers has made it easier for customers to perform ramp tests with less operator training, fewer test sets, and lower product support costs. The Company has become a major manufacturer and supplier of Identification Friend or Foe (“IFF”) flight line test equipment over the last few years.

The Company is publicly traded and was quoted on the Over-the-Counter Market Place (“OTCQB”) under the symbol “TIKK”.

The Company’s operations have been affected by the recent and ongoing outbreak of the coronavirus disease 2019 (COVID-19) which in March 2020, was declared a pandemic by the World Health Organization. While the business is still strong, we have been impacted by the pandemic in our commercial business and delays in orders from some of our military customers. The pandemic has also impacted our supply chain and our labor force with disruptions to both the delivery of critical inventory components and personal shortages due to COVID quarantines. Our international business remains strong mainly due to our Mode 5 test sets, including our T-47/M5, which has received AIMS (Air Traffic Control Radar Beacon System, Identification Friend or Foe, Mark XII/Mark XIIA, Systems) approval, our CRAFT products, especially for Lockheed Martin for the Joint Strike Fighter (“JSF”) program, and the T-4530i and the TS-4530A. The ultimate disruption which may be caused by the outbreak is uncertain; however, it may result in a material adverse impact on the Company’s financial position, operations and cash flows. Possible areas that may be affected include, but are not limited to, disruption to the Company’s customers and revenue, labor workforce, inability of customers to pay outstanding accounts receivable due and owing to the Company as they limit or shut down their businesses, customers seeking relief or extended payment plans relating to accounts receivable due and owing to the Company, unavailability of products and supplies used in operations, and the decline in value of assets held by the Company, including property and equipment.

Moving forward, we believe that our expected cash flows from operations and current cash balances at December 31, 2020, which amounted to approximately $5.0 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 financial statements, including any payments for settlement of the litigation (see Note 12).

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position of Tel-Instrument Electronics Corp. ~~(the “Company” or “TIC”~~ ~~or “Tel”~~) as of December 31, ~~2017,~~2020, the results of operations and changes in stockholders’ equity for the three and nine months ended December 31, ~~2017~~2020 and December 31, ~~2016,~~2019, and statements of cash flows for the nine months ended December 31, ~~2017~~2020 and December 31, ~~2016.~~2019. These results are not necessarily indicative of the results to be expected for the full year. The unaudited condensed consolidated 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, ~~2017~~2020 balance sheet included herein was derived from the audited financial statements included in the Company’s Annual Report on Form 10-K as of that date. Accordingly, the unaudited condensed consolidated 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, ~~2017,~~2020, as filed with the United States Securities and Exchange Commission (the “SEC”) on ~~July 14, 2017~~June 29, 2020 (the “Annual ~~Report)~~Report”).

Revenue Recognition

The Company accounts for revenue recognition in accordance with ASC 606. The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASC 606 defines a five-step process to achieve the core principal and, in doing so, it is possible more judgement and estimates may be required within the revenue recognition process than are currently in use.

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TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2 ~~- Liquidity and Going Concern~~

These condensed consolidated financial statements have been prepared in conformity with GAAP, which contemplates continuation of the Company as a going concern. As discussed in Note 15 to the Notes to the Condensed Consolidated Financial Statements, the Company has recorded total damages of $4,930,523 as a result of the jury verdict associated with the Aeroflex litigation as well as the Court’s decision on punitive damages. 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, which brings the total Tel damages awarded in this case to approximately $4.9 million. The Company has filed motions in January 2018 for the Court to reconsider the amount of damages on the grounds that they are duplicative and not legally supportable. A hearing on this motion is expected within the next 30 days and a final decision is expected within the next two to three months. The Judge could deny our motions, reduce the amount of damages or even order a new trial. Once a final decision has been rendered, the Company has 30 days to file an appeal. The Company has posted a $2,000,000 bond to prevent Aeroflex from enforcement actions until a final decision has been rendered by the Court. This $2 million bond amount would remain in place during the appeal process (See Note 5). The Company believes it has excellent grounds to appeal this verdict. The appeal process would be expected to take several years to complete.

~~The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business.~~ The ability of the Company to continue as a going concern is dependent upon its ability to achieve profitable operations and/or raise additional capital to support the appeal process or pay any final damages amount. In November 2017, the Company signed a subscription agreement in which the Company received $3 million for Series A Convertible Preferred Stock (See Note 14 to the Notes to the Condensed Financial Statements). These funds were used to finance an appeal and provide funds for operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~Note 3~~ – Summary of Significant Accounting Policies (continued)

Revenue Recognition (continued)

The Company generates revenue from designing, manufacturing and selling avionic tests and measurement solutions for the global commercial air transport, general aviation, and government/military aerospace and defense markets. The Company also offers calibration and repair services for a wide range of airborne navigation and communication equipment.

Under ASU 2014-09 Topic 606, Revenue from Contacts with Customers (“ASC 606”), the Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration which is expected to be received in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Nature of goods and services

The following is a description of the products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each.

Test Units/Sets

The Company develops and manufactures unit sets to test navigation and communication equipment, such as ramp testers and bench testers for equipment installed in aircraft. The Company recognizes revenue when the customer obtains control of the Company’s product based on the contractual shipping terms of the contract, which is usually at the time of shipment. Revenue on products are presented gross because the Company is primarily responsible for fulfilling the promise to provide the product, is responsible to ensure that the product is produced in accordance with the related supply agreement, and bears the risk of loss while the inventory is in-transit. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products to the customer.

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines stand-alone selling prices based on the price at which the performance obligation is sold separately. If the stand-alone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

When determining the transaction price of a contract, an adjustment is made if payment from the customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in paragraph 606-10-32-18, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. None of the Company’s contracts contained a significant financing component as of December 31, 2020.

Replacement Parts

The Company offers replacement parts for test equipment, ramp testers, and bench testers. Similar to the sale of test units, the control of the product transfers at a point of time and therefore, revenue is recognized at the point in time when the obligation to the customer has been fulfilled.

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~~During~~

TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2 – Summary of Significant Accounting Policies (continued)

Revenue Recognition (continued)

Extended Warranties

The extended warranties sold by the Company provide a level of assurance beyond the coverage for defects that existed at the time of a sale or against certain types of covered damage with coverage terms generally ranging from 5 to 7 years. Amounts received for warranties are recorded as deferred revenue and recognized as revenue ratably over the respective term of the agreements. As of December 31, 2020, $367,718 is expected to be recognized from remaining performance obligations for extended warranties as compared to $413,554 at March 31, 2020. For the three and nine months ended December 31, 2020, the Company recognized revenue of $22,140 and $66,420, respectively, from amounts that were included in Deferred Revenue as compared to $22,431 and $63,171, respectively, from amounts that were included in Deferred Revenue for the three and nine months ended December 31, 2019.

The following table provides a summary of the changes in deferred revenues for the nine months ended December 31, ~~2017, there have been no material changes~~2020:

Deferred revenues at April 1, 2020	$	413,554
Additional extended warranties		20,584
Revenue recognized for the nine months ended December 31, 2020		(66,420	)
Deferred revenues at December 31, 2020	$	367,718

Other Deferred Revenues

The Company sometimes receives payments in advance of shipment. These amounts are classified as other deferred revenues. For the periods ended December 31, 2020 and March 31, 2020, the Company has other deferred revenues of $49,604 and $58,746, respectively.

Repair and Calibration Services

The Company offers repair and calibration services for units that are returned for annual calibrations and/or for repairs after the warranty period has expired. The Company repairs and calibrates a wide range of airborne navigation and communication equipment. Revenue is recognized at the time the repaired or calibrated unit is shipped back to the customer, as it is at this time that the work is completed.

Other

The majority of the Company’s revenues are from contracts with the U.S. government, airlines, aircraft manufacturers, such as Boeing and Lockheed Martin, domestic distributors, international distributors for sales to military and commercial customers, and other commercial customers. The contracts with the U.S. government typically are subject to the Federal Acquisition Regulation (“FAR”) which provides guidance on the types of costs that are allowable in establishing prices for goods and services provided under U.S. government contracts.

Payment terms and conditions vary by contract, although terms generally include a requirement of payment within a range from 30 to 60 days, or in certain cases, up-front deposits. In circumstances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that the Company's contracts generally do not include a significant ~~accounting policies~~financing component. Payments received prior to ~~those previously disclosed~~the delivery of units or services performed are recorded as deferred revenues. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from sales. The Company applied the practical expedient to account for shipping and handling activities as fulfillment cost rather than as a separate performance obligation. Shipping and handling costs charged to customers are classified as sales, and the shipping and handling costs incurred are included in cost of sales.

All sales are denominated in U.S. dollars.

The Company excludes from revenues all taxes assessed by a governmental authority that are imposed on the ~~Annual Report.~~sale of its products and collected from customers.

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TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 42 – Summary of Significant Accounting Policies (continued)

Revenue Recognition (continued)

Other (continued)

The Company chose to apply the available practical expedient as commission eligible sales orders are fulfilled within less than one year and commissions are generally paid by the Company within 30 days of the related sales order fulfillment. Accordingly, management has determined that no change in accounting for costs to obtain a contract will be required for the Company to conform to ASC 606.

Disaggregation of revenue

In the following tables, revenue is disaggregated by revenue category.

	For the Three Months Ended December 31, 2020
	Commercial		Government
Sales Distribution
Test Units	$	104,346	$	2,212,507
	$	104,346	$	2,212,507

The remainder of our revenues for the three months ended December 31, 2020 are derived from repairs and calibration of $273,388, replacement parts of $59,026, extended warranties of $22,140 and other revenues of $1,335. We do not disaggregate these revenue streams as they are not deemed an important element related to how management operates the business between segments.

	For the Three Months Ended December 31, 2019
	Commercial		Government
Sales Distribution
Test Units	$	271,230	$	3,919,604
	$	271,230	$	3,919,604

The remainder of our revenues for the three months ended December 31, 2019 are derived from repairs and calibration of $368,722, replacement parts of $151,065 and extended warranties of $22,514. We do not disaggregate these revenue streams as they are not deemed an important element related to how management operates the business between segments.

	For the Nine Months Ended December 31, 2020
	Commercial		Government
Sales Distribution
Test Units	$	280,743	$	7,697,701
	$	280,743	$	7,697,701

The remainder of our revenues for the nine months ended December 31, 2020 are derived from repairs and calibration of $762,828, replacement parts of $82,796, extended warranties of $66,420 and other revenues of $58,087. We do not disaggregate these revenue streams as they are not deemed an important element related to how management operates the business between segments.

	For the Nine Months Ended December 31, 2019
	Commercial		Government
Sales Distribution
Test Units	$	782,283	$	9,531,198
	$	782,283	$	9,531,198

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TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2 – Summary of Significant Accounting Policies (continued)

Revenue Recognition (continued)

Disaggregation of revenue (continued)

The remainder of our revenues for the nine months ended December 31, 2019 are derived from repairs and calibration of $1,265,978, replacement parts of $309,135 and extended warranties of $63,171. We do not disaggregate these revenue streams as they are not deemed an important element related to how management operates the business between segments.

In the following table, revenue is disaggregated by geography.

	For the Three Months Ended December 31, 2020		For the Three Months Ended December 31, 2019
Geography
United States	$	1,304,664	$	2,070,339
International		1,368,078		2,662,796
Total	$	2,672,742	$	4,733,135

	For the Nine Months Ended December 31, 2020		For the Nine Months Ended December 31, 2019
Geography
United States	$	3,842,263	$	7,403,229
International		5,106,312		4,548,536
Total	$	8,948,575	$	11,951,765

For the three and nine months ended December 31, 2020, Muirhead Avionics, the Company’s distributor for Western Europe accounted for sales of $681,293 and $3,234,035, respectively, as compared to $1,406,243 and $2,080,527for the three and nine months ended December 31, 2019. One government customer (Lockheed Martin) represented 17% of sales for the three months ended December 31, 2020.

New Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments -Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. The amendment in this update replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses on instruments within its scope, including trade receivables. This update is intended to provide financial statement users with more decision-useful information about the expected credit losses. The effective date of the new standard has been deferred to April 1, 2023. We do not expect the adoption of this standard to have a significant impact on our financial position and results of operations.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes - simplifying the accounting for income taxes (Topic 740), which is meant to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, Income Taxes. The amendment also improves consistent application and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This ASU is effective April 1, 2021, and we do not expect the adoption of this standard to have a significant impact on our financial position and results of operations.

No other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s unaudited condensed consolidated financial statements.

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TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3 – Accounts Receivable, net

The following table sets forth the components of accounts receivable:

December 31, 2017 March 31, 2017
Government $ 1,461,090 $ 1,392,482
Commercial 207,167 171,400
Less: Allowance for doubtful accounts (7,500 ) (7,500 )
$ 1,660,757 $ 1,556,382

	December 31, 2020			March 31, 2020
Government	$	1,633,677		$	1,095,131
Commercial		254,945			324,013
Less: Allowance for doubtful accounts		(7,500	)		(7,500	)
	$	1,881,122		$	1,411,644

Note 54 – Restricted Cash to ~~support appeal bond~~Support Appeal Bond

~~The~~

In January 2018, the Company transferred $2,000,000 to a restricted cash account to secure a letter of credit which was used for collateral for the appeal bond (See ~~Notes 14 and 15)~~Note 12).

Note 5 – Inventories, net

Inventories consist of:

	December 31, 2020			March 31, 2020

Purchased parts	$	2,408,455		$	3,011,072
Work-in-process		1,043,772			597,166
Finished goods		53,637			34,441
Less: Inventory reserve		(575,000	)		(550,000	)
	$	2,930,864		$	3,092,679

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TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 6 – ~~Inventories, net~~

~~Inventories consist of:~~

December 31, 2017 March 31, 2017

Purchased parts $ 3,839,370 $ 3,197,378
Work-in-process 817,543 1,272,235
Finished goods 32,411 68,566
Less: Inventory reserve (380,000 ) (330,000 )
$ 4,309,324 $ 4,208,179

~~Note 7 –~~ Net Income ~~(Loss)~~ per Share

Net income ~~(loss)~~ per share has been computed according to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC 260”), “Earnings per Share,” which requires a dual presentation of basic and diluted income ~~(loss)~~ per share (“EPS”). Basic EPS represents net income ~~(loss)~~ divided by the weighted average number of common shares outstanding during a reporting period. Diluted EPS reflects the potential dilution that could occur if securities, including preferred stock, warrants and options, were converted into common stock. The dilutive effect of outstanding warrants and options is reflected in earnings per share by use of the treasury stock method. The dilutive effect of preferred stock is reflected in earnings per share by use of the if-converted method. In applying the treasury stock method for stock-based compensation arrangements, the assumed proceeds are computed as the sum of the amount the employee must pay upon exercise and the amounts of average unrecognized ~~compensation costs attributed to future services.~~

Three Months Ended Three Months Ended
December 31, 2017 December 31, 2016
Basic net (loss) income per share computation:
  Net (loss) income $ (364,103 ) $ 141,513
  Weighted-average common shares outstanding 3,255,887 3,255,887
  Basic net (loss) income per share $ (0.11 ) $ 0.04
Diluted net (loss) income per share computation
  Net (loss) income $ (364,103 ) $ 141,513
  Add: Change in fair value of warrants - 37,000
  Diluted (loss) income $ (364,103 ) 104,513
  Weighted-average common shares outstanding 3,255,887 3,255,887
  Incremental shares attributable to the assumed exercise of
outstanding stock options and warrants
- 9,248
  Total adjusted weighted-average shares 3,255,887 3,265,135
Diluted net (loss) income per share $ (0.11 ) $ 0.03

compensation.

	Three Months Ended			Three Months Ended
	December 31, 2020			December 31, 2019
Basic net income per share computation:
Net income	$	499,633		$	907,577
Less: Preferred dividends		(80,000	)		(80,000	)
Net income attributable to common shareholders		419,633			827,577
Weighted-average common shares outstanding		3,255,887			3,255,887
Basic net income per share	$	0.13		$	0.25
Diluted net income per share computation
Net income attributable to common shareholders	$	419,633		$	827,577
Add: Preferred dividends		80,000			80,000
Diluted income attributable to common shareholders	$	499,633		$	907,577
Weighted-average common shares outstanding		3,255,887			3,255,887
Incremental shares attributable to the assumed conversion of preferred stock, and exercise of outstanding stock options and warrants		1,839,778			1,719,778
Total adjusted weighted-average shares		5,095,665			4,975,665
Diluted net income per share	$	0.10		$	0.18

	Nine Months Ended			Nine Months Ended
	December 31, 2020			December 31, 2019
Basic net income per share computation:
Net income	$	833,361		$	1,701,587
Preferred dividends		(240,000	)		(240,000	)
Net income attributable to common shareholders		593,361			1,461,587
Weighted-average common shares outstanding		3,255,887			3,255,887
Basic net income per share	$	0.18		$	0.45
Diluted net income per share computation
Net income attributable to common shareholders	$	593,361		$	1,461,587
Add: Preferred dividends		240,000			240,000
Diluted income attributable to common shareholders	$	833,361		$	1,701,587
Weighted-average common shares outstanding		3,255,887			3,255,887
Incremental shares attributable to the assumed conversion of preferred stock, and exercise of outstanding stock options and warrants		1,809,778			1,568,765
Total adjusted weighted-average shares		5,065,665			4,824,652
Diluted net income per share	$	0.16		$	0.35

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TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 76 – Net Income ~~(Loss)~~ per Share (continued)

Nine Months Ended Nine Months Ended
December 31, 2017 December 31, 2016
Basic net (loss) income per share computation:
  Net (loss) income $ (3,570,783 ) $ 823,877
  Weighted-average common shares outstanding 3,255,887 3,255,887
  Basic net(loss)income per share $ (1.10 ) $ 0.25
Diluted net (loss) income per share computation
  Net (loss) income $ (3,570,783 ) $ 823,877
  Change in fair value of warrants - 70,000
  Diluted (loss) income $ (3,570,783 ) 753,877
  Weighted-average common shares outstanding 3,255,887 3,255,887
  Incremental shares attributable to the assumed exercise of
outstanding stock options and warrants
- 10,645
  Total adjusted weighted-average shares 3,255,887 3,266,532
Diluted net (loss) income per share $ (1.10 ) $ 0.23

The following table summarizes securities that, if exercised, would have an anti-dilutive effect on earnings per ~~share:~~

December 31, 2017 December 31, 2016
Convertible preferred stock 1,000,000 -
Stock options 75,000 71,000
Warrants 50,000 -
1,125,000 71,000

share for the three months ended:

	December 31, 2020		December 31, 2019
Convertible preferred stock		-		-
Stock options		83,500		118,500
Warrants		-		-
		83,500		118,500

The following table summarizes securities that, if exercised, would have an anti-dilutive effect on earnings per share for the nine months ended:

	December 31, 2020		December 31, 2019
Convertible preferred stock		-		-
Stock options		83,500		118,500
Warrants		-		-
		83,500		118,500

Note 87 – ~~Long-Term Debt~~Line of Credit

~~Term Loans with~~

In March 2020, Bank of America

~~In November 2014,~~ extended the ~~Company entered into a term loan in the amount~~line of ~~$1,200,000 with Bank of America.~~credit to January 31, 2021. The ~~term loan~~ ~~was~~ ~~for three years, and matured in November 2017. Monthly payments were $36,551 including interest at 6%. The term loan~~ ~~was~~ collateralized by substantially all of the assets of the Company. This loan was fully repaid in November 2017. At December 31, 2017 and March 31, 2017, the outstanding balances were $-0- and $285,810, respectively.

In July 2015, the Company entered into a term loan in the amount of $18,000 with Bank of America. The term loan is for three years, and matures in July 2018. Monthly payments are at $536 including interest at 4.5%. The term loan is collateralized by substantially all of the assets of the Company. At December 31, 2017 and March 31, 2017, the outstanding balances were $3,696 and $8,305, respectively. At December 31, 2017, $3,696 was classified as current.

~~Note 9 - Line of Credit~~

~~On March 21, 2016, the Company entered into~~new agreement includes a line of credit agreement with Bank of America, which expired March 31, 2017. In March 2017, the line of credit was renewed and the expiration date extended until March 31, 2018. The new line provides a revolving credit facility with borrowing capacity of up to ~~$1,000,000~~. ~~There~~$690,000. Monthly payments are ~~no covenants or borrowing base calculations associated with this line of credit. Interest on any outstanding balances is payable monthly at an annual~~ interest ~~rate equal to the LIBOR (London Interbank Offered Rates) Daily Floating plus 3.75 percentage points. The Company’s interest rate was 5.319% at December 31, 2017.~~only. The line is collateralized by substantially all of the assets of the Company. ~~During the nine months ended~~

In December ~~31, 2017,~~2020, the Company ~~borrowed $800,000 from this~~paid the balance of the line of ~~credit.~~credit in the amount of $680,000. As of December 31, ~~2017~~2020 and March 31, ~~2017,~~2020, the outstanding balances were ~~$1,000,000~~$-0- and ~~$200,000,~~$680,000, respectively. As of December 31, ~~2017~~2020 the remaining availability under this line is ~~$-0-.~~

$690,000.

The bank has extended the expiration of the line of credit to March 31, 2021 to allow time to complete the underwriting of the renewal.

Note 8 – SBA PPP Loan

On March 27, 2020, former 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, former 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 PPP under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The funds were deposited into the Company’s bank account 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.

Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of loan granted under the program. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities. The PPP Loan had a two-year term and bears interest at a rate of 1% per annum. Monthly principal and interest payments are deferred for nine months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. Based on the June 5, 2020 Paycheck Protection Program Flexibility Act, certain changes will need to be made to the original Note, based on the new law.

The Company submitted its application for 100% loan forgiveness in October 2020.

In December 2020 the loan was 100% forgiven by the SBA. As a result, the Company recorded a gain on the forgiveness of the loan in the amount of $722,577.

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TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note ~~10 – Deferred Revenues~~

In June 2016, the Company negotiated a settlement with a customer in the amount of $679,935 for price increases due to delays on a production release. Deferred revenues are recognized based upon the shipment of units under this contract. During the nine months ended December 31, 2017, the Company recognized the remaining balance of $73,302 as compared to $470,288 for the nine months ended December 30, 2016. As of December 31, 2017, the remaining deferred revenues related to the above-mentioned settlement was $-0- as compared to $73,302 at March 31, 2017.

~~During the nine months ended December 31, 2017, the Company recognized revenues in the amount of $70,000 that pertained to fiscal year 2017 shipments and that were not recorded in fiscal year 2017.~~

~~Note 11~~9 – Segment Information

In accordance with FASB ASC 280, “Disclosures about Segments of an Enterprise and related information”, the Company determined it has two reportable segments - avionics government and avionics commercial. There are no inter-segment revenues.

The Company is organized primarily on the basis of its avionics products. The avionics government segment consists primarily of the design, manufacture, and sale of test equipment to the U.S. and foreign governments and militaries either directly or through distributors. The avionics commercial segment consists of design, manufacture, and sale of test equipment to domestic and foreign airlines, directly or through commercial distributors, and to general aviation repair and maintenance shops. The Company develops and designs test equipment for the avionics industry and as such, the Company’s products and designs cross segments.

Management evaluates the performance of its segments and allocates resources to them based on gross margin. The Company’s general and administrative costs and sales and marketing expenses, and engineering costs are not segment specific. As a result, all operating expenses are not managed on a segment basis. Net interest includes expenses on debt and income earned on cash balances, both maintained at the corporate level.

The ~~table~~tables below ~~presents~~present information about reportable segments within the avionics business for the three and nine ~~month periods~~months ending December 31, ~~2017~~2020 and ~~2016:~~

Three Months Ended
December 31, 2017

Avionics
Government

Avionics
Commercial

Avionics
Total

Corporate
Items
Total
Net sales $ 1,825,744 $ 800,049 $ 2,625,793 $ - $ 2,625,793
Cost of sales 1,013,481 675,632 1,689,113 - 1,689,113
Gross margin 812,263 124,417 936,680 - 936,680

Engineering, research, and development 546,691 - 546,691
Selling, general and administrative 225,610 322,781 548,391
Litigation costs 134,765 134,765
Legal damages 30,523 30,523
Amortization of deferred financing costs - 649 649
Change in fair value of common stock warrants - (5,000 ) (5,000 )
Proceeds from life insurance - -
Interest expense, net - 14,097 14,097
Total expenses 772,301 497,815 1,270,116
Income (loss) before income taxes $ 164,379 $ (497,815 ) $ (333,436 )

2019:

Three Months Ended December 31, 2020	Avionics Government		Avionics Commercial		Avionics Total		Corporate Items			Total
Net sales	$	2,212,507	$	460,235	$	2,672,742	$	-		$	2,672,742
Cost of sales		1,247,606		414,047		1,661,653		-			1,661,653
Gross margin		964,901		46,188		1,011,089		-			1,011,089

Engineering, research, and development						492,432		-			492,432
Selling, general and administrative						215,952		524,744			740,696
Litigation costs						-		1,998			1,998
Interest income						-		(1,591	)		(1,591	)
Other income						-		(758	)		(758	)
Forgiveness of PPP loan						-		(722,577	)		(722,577	)
Interest expense – judgment						-		52,490			52,490
Interest expense						-		8,030			8,030
Total expenses						708,384		(137,664	)		570,720
Income before income taxes					$	302,705	$	137,664		$	440,369

Three Months Ended December 31, 2019	Avionics Government		Avionics Commercial		Avionics Total		Corporate Items			Total
Net sales	$	3,919,605	$	813,530	$	4,733,135	$	-		$	4,733,135
Cost of sales		2,089,563		431,090		2,520,653		-			2,520,653
Gross margin		1,830,042		382,440		2,212,482		-			2,212,482

Engineering, research, and development						580,517		-			580,517
Selling, general and administrative						195,151		414,243			609,394
Litigation costs						-		16,830			16,830
Interest income						-		(2,065	)		(2,065	)
Interest expense - judgment						-		84,715			84,715
Interest expense						-		15,514			15,514
Total expenses						775,668		529,237			1,304,905
Income (loss) before income taxes					$	1,436,814	$	(529,237	)	$	907,577

Table of Contents

TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 119 – Segment Information (continued)

Three Months Ended
December 31, 2016

Avionics
Government

Avionics
Commercial

Avionics
Total

Corporate
Items
Total
Net sales $ 3,771,384 $ 465,135 $ 4,236,519 $ - $ 4,236,519
Cost of sales 2,297,157 305,111 2,602,268 - 2,602,268
Gross margin 1,474,227 160,024 1,634,251 - 1,634,251

Engineering, research, and development 615,007 - 615,007
Selling, general and administrative 256,599 326,281 582,880
Litigation costs 282,490 282,490
Amortization of deferred financing costs - 1,359 1,359
Change in fair value of common stock warrants - (37,000 ) (37,000 )
Interest expense, net - 11,620 11,620
Total expenses 871,606 584,750 1,456,356
Income (loss) before income taxes $ 762,645 $ (584,750 ) $ 177,895

Nine Months Ended
December 31, 2017

Avionics
Government

Avionics
Commercial

Avionics
Total

Corporate
Items
Total
Net sales $ 5,826,763 $ 2,128,272 $ 7,955,035 $ - $ 7,955,035
Cost of sales 3,489,223 1,887,972 5,377,195 - 5,377,195
Gross margin 2,337,540 240,300 2,577,840 - 2,577,840

Engineering, research, and development 1,691,631 - 1,691,631
Selling, general and administrative 861,795 1,019,277 1,881,072
Litigation costs 560,610 560,610
Legal damages 2,130,523 2,130,523
Amortization of deferred financing costs - 3,363 3,363
Change in fair value of common stock warrants - (95,000 ) (95,000 )
Proceeds from life insurance (92,678 ) (92,678 )
Interest expense, net - 38,435 38,435
Total expenses 2,553,426 3,564,530 6,117,956
Income (loss) before income taxes $ 24,414 $ (3,564,530 ) $ (3,540,116 )

Nine Months Ended
December 31, 2016

Avionics
Government

Avionics
Commercial

Avionics
Total

Corporate
Items
Total
Net sales $ 12,981,768 $ 1,673,149 $ 14,654,917 $ - $ 14,654,917
Cost of sales 8,067,636 1,250,789 9,318,425 - 9,318,425
Gross margin 4,914,132 422,360 5,336,492 - 5,336,492

Engineering, research, and development 1,783,655 - 1,783,655
Selling, general and administrative 946,589 1,096,333 2,042,922
Litigation costs 609,330 609,330
Amortization of deferred financing costs - 4,072 4,072
Change in fair value of common stock warrants - (288,203 ) (288,203 )
Interest expense, net - 46,953 46,953
Total expenses 2,730,244 1,468,485 4,198,729
Income (loss) before income taxes $ 2,606,248 $ (1,468,485 ) $ 1,137,763

~~TEL-INSTRUMENT ELECTRONICS CORP.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Nine Months Ended December 31, 2020	Avionics Government		Avionics Commercial		Avionics Total		Corporate Items			Total
Net sales	$	7,751,936	$	1,196,639	$	8,948,575	$	-		$	8,948,575
Cost of sales		4,145,959		920,093		5,066,052		-			5,066,052
Gross margin		3,605,977		276,546		3,882,523		-			3,882,523

Engineering, research, and development						1,678,940		-			1,678,940
Selling, general and administrative						627,944		1,238,812			1,866,756
Litigation costs						-		10,208			10,208
Interest income						-		(6,316	)		(6,316	)
Forgiveness of PPP loan								(722,577	)		(722,577	)
Other income						-		(14,612	)		(14,612	)
Interest expense – judgment						-		180,124			180,124
Interest expense						-		27,190			27,190
Total expenses						2,306,884		712,829			3,019,713
Income (loss) before income taxes					$	1,575,639	$	(712,829	)	$	862,810

Nine Months Ended December 31, 2019	Avionics Government		Avionics Commercial		Avionics Total		Corporate Items			Total
Net sales	$	9,564,199	$	2,387,566	$	11,951,765	$	-		$	11,951,765
Cost of sales		4,958,219		1,325,827		6,284,046		-			6,284,046
Gross margin		4,605,980		1,061,739		5,667,719		-			5,667,719

Engineering, research, and development						1,631,359		-			1,631,359
Selling, general and administrative						707,755		1,139,273			1,847,028
Litigation costs						-		118,890			118,890
Change in fair value of common stock warrants						-		73,000			73,000
Interest income						-		(4,083	)		(4,083	)
Interest expense - judgment						-		255,821			255,821
Interest expense						-		44,117			44,117
Total expenses						2,339,114		1,627,018			3,966,132
Income (loss) before income taxes					$	3,328,605	$	(1,627,018	)	$	1,701,587

Note 1210 – Income Taxes

FASB ASC 740-10, “Accounting for Uncertainty in Income Taxes” (“ASC 740-10”) prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company does not have any unrecognized tax benefits.

The tax effect of temporary differences, primarily net operating loss carryforwards, asset reserves and accrued liabilities, gave rise to the Company’s deferred tax asset. Deferred income taxes are recognized for the tax consequence of such temporary differences at the enacted tax rate expected to be in effect when the differences reverse. The Company ~~has provided a 100% valuation allowance against its~~had approximately $2.6 million in deferred tax assets at December 31, 2020. Future profitability in this competitive industry depends on continually obtaining and fulfilling new profitable sales agreements and modifying products. The inability to obtain new profitable contracts or the failure of the Company’s engineering development efforts could reduce estimates of future profitability, which could affect the Company’s ability to realize the deferred tax assets.

The recognized deferred tax asset ~~at December 31, 2017~~is based upon the expected utilization of its benefit from future taxable income. The Company has federal net operating loss (“NOL”) carryforwards of approximately $3.6 million. These carryforward losses are available to offset future taxable income, and ~~March 31, 2017.~~

On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the Tax Act) was enacted into law and the new legislation contains several key tax provisions that affected us, including a reduction of the corporate income tax ratebegin to ~~21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes~~expire in the ~~period~~year 2027.

Table of enactment, such as re-measuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. The Tax Act had no impact on the accompanying financial statements.

Contents

~~Note 13 – Fair Value Measurements~~

FASB ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and expands disclosures about fair value measurements.

As defined in ASC 820-10, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observation of those inputs. ASC 820-10 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

~~The three levels of the fair value hierarchy defined by ASC 820-10 are as follows:~~

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.

-	Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1311 – ~~Fair Value Measurements (continued)~~Operating Lease Liability

The ~~valuation techniques that may be used to measure fair value are~~Company leases its facility in East Rutherford, NJ with monthly payments of $18,467 which expires in August 2021 and includes a renewal option for an additional five years. The Company also has an operating lease for office equipment with monthly payments of $523 which expires in May 2021.

The Company's leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as ~~follows:~~

·	~~Market approach — Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.~~

·	Income approach — Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models and excess earnings method.

·	~~Cost approach — Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).~~

the discount rate when measuring operating lease liabilities. The ~~carrying value~~incremental borrowing rate represents an estimate of the ~~Company’s borrowings is~~interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a ~~reasonable estimate~~collateralized basis over the term of a lease. The Company used incremental borrowing rates as of April 1, 2019 for operating leases that commenced prior to that date. The Company estimated its ~~fair value as borrowings under~~incremental borrowing rate based on its credit quality, line of credit agreement and by comparing interest rates available in the ~~Company’s credit facility reflect currently available terms and conditions~~market for similar ~~debt.~~

borrowings. The Company used a discount rate of 6.25% at December 31, 2020.

The following table ~~sets forth~~reconciles the undiscounted future minimum lease payments (displayed by ~~level within~~year and in the ~~fair value hierarchy~~aggregate) under non-cancelable operating leases with terms of more than one year to the ~~Company’s financial assets and~~total lease liabilities ~~that were accounted for at fair value~~recognized on the unaudited condensed consolidated balance sheet as of December 31, ~~2017~~2020:

Remaining payments 2021	$	56,970
2022		93,381
Total undiscounted future minimum lease payments		150,351
Less: Difference between undiscounted lease payments and discounted lease liabilities		(3,444	)
Present value of net minimum lease payments		146,907
Less current portion		(146,907	)
Operating lease liabilities – long-term	$	-0-

Total rent expense for the three and ~~March 31, 2017. As required by ASC 820-10, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.~~

The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

~~December 31, 2017~~

~~Level I~~

~~Level II~~

~~Level III~~

~~Total~~

~~Total Assets~~

~~Warrant liability~~

~~Total Liabilities~~

March 31, 2017 Level I Level II Level III Total
Total Assets $ - $ - $ - $ -

Warrant liability - - 95,000 95,000
Total Liabilities $ - $ - $ 95,000 $ 95,000

The Company adopted the guidance of ASC 815 “Derivative and Hedging”, which requires that we mark the value of our warrant liability to market and recognize the change in valuation in our statement of operations each reporting period. Determining the warrant liability to be recorded requires us to develop estimates to be used in calculating the fair value of the warrant.

~~The following table provides a summary of the changes in fair value of our Level 3 financial liabilities from March 31, 2017 through~~nine months ended December 31, ~~2017, as well as the portion of gains or losses included in income attributable to unrealized gains or losses related to the liability held at December 31, 2017:~~

Level 3 Reconciliation
Balance at
beginning of period

(Gains) and losses
for the period
(realized and unrealized)

Purchases, issuances,
sales and
settlements, net

Transfers in or
out of Level 3

Balance at the
end of period

Warrant liability $ 95,000 $ (95,000 ) $ - $ - $ -
Total Liabilities $ 95,000 $ (95,000 ) $ - $ - $ -

The Company has remaining warrants with an outside investor to purchase 50,000 shares of the Company’s common stock at an exercise price of $3.35 per share or exercising the “put option” to the Company. The warrant liability of the 50,000 warrants2020 was ~~$-0- at December 31, 2017~~$90,920 and $272,725, respectively, as compared to ~~$95,000 at March 31, 2017.~~

~~TEL-INSTRUMENT ELECTRONICS CORP.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Note 14 – Series A 8% Convertible Preferred Stock~~

On November 14, 2017, the Company entered into definitive subscription agreements with an accredited investor, pursuant to which the investor purchased an aggregate of 500,000 shares of the Company’s Series A Preferred Stock (the “~~Series A Preferred”) for an aggregate of $3 million. The Company intends to use such proceeds~~$97,664 and $269,282 for the ~~payment of any Court judgment and/or settlement related to the Aeroflex Wichita, Inc. litigation, working capital purposes,~~three and for payment of fees and expenses associated with this transaction. The Closing occurred following the satisfaction of customary closing conditions. The securities issued pursuant to the Subscription Agreements were not registered under the Securities Act of 1933, as amended (the “Securities Act”), but qualified for exemption under Section 4(a)(2) of the Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since they agreed to, and received, share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act.

The shares of Series A Preferred have a stated value of $6.00 per share (the “Series A Stated Value”) and are convertible into Common Stock at a price of $3.00 per share. The holders of shares of the Series A Preferred shall be entitled to receive dividends out of any assets legally available, to the extent permitted by New Jersey law, at an annual rate equal to 8% of the Series A Stated Value of such shares of Series A Preferred, calculated on the basis of a 360 day year, consisting of twelve 30-daynine months and shall accrue from the date of issuance of such shares of Series A Preferred, payable quarterly in cash. Any unpaid dividends shall accrue at the same rate. To the extent not paid on the last day of March, June, September and December of each calendar year, all dividends on any share of Series A Preferred shall accumulate whether or not declared by the Board and shall remain accumulated dividends until paid. As ofended December 31, 2017, the Company accrued $30,667 for dividends within mezzanine equity on the accompanying Balance Sheet. Since there were not sufficient authorized shares to allow for full conversion of the preferred stock into common stock at December 31, 2017, preferred stock was classified as mezzanine equity. At the January 2018 annual meeting approval was obtained for the additional authorized shares. As such, future financial statements will have preferred stock classified as permanent stockholders’ equity.

The Holders will vote together with the holders of the Company’s Common Stock on an as-converted basis on each matter submitted to a vote of holders of Common Stock (whether at a meeting of shareholders or by written consent). Effective beginning on the third anniversary of the Original Issue Date, and upon 30 days’ written notice to the Holders of Series A Preferred, the Company may, in its sole discretion, redeem the Series A Preferred at the aggregate Series A Stated Value plus any accrued and accumulated but unpaid dividends.

2019, respectively.

Note 1512 – Litigation

Contingencies are recorded in the unaudited condensed consolidated financial statements when it is probable that a liability will be incurred and the amount of the loss is reasonably estimable, or otherwise disclosed, in accordance with Accounting Standards Codification 450, Contingencies ~~(“ASC 450”)~~(ASC 450). Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. In the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosures related to such matter as appropriate and in compliance with ASC 450. To the extent there is a reasonable possibility that the losses could exceed the amounts already accrued, the Company will, when applicable, adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss or if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made.

On March 24, 2009, Aeroflex Wichita, Inc. (“Aeroflex”) filed a petition against the Company and two of its employees in the District Court located in Sedgwick County, Kansas, Case No. 09 CV 1141 (the “Aeroflex Action”), alleging that the Company and its two employees misappropriated Aeroflex’s proprietary technology in connection with the Company winning a substantial contract from the U.S. Army, to develop new Mode-5 radar test sets and kits to upgrade the existing TS-4530 radar test sets to Mode 5 (the “Award”). Aeroflex’s petition, seeking injunctive relief and damages, alleges that in connection with the Award, the Company and its named employees misappropriated Aeroflex’s trade secrets; tortiously interfered with Aeroflex’s business relationship; conspired to harm Aeroflex and tortiously interfered with Aeroflex’s contract. The central basis of all the claims in the Aeroflex Action is that the Company misappropriated and used Aeroflex proprietary technology and confidential information in winning the Award. In February 2009, subsequent to the Company winning the Award, Aeroflex filed a protest of the Award with the Government Accounting Office (“GAO”). In its protest, Aeroflex alleged, inter alia, that the Company used Aeroflex’s proprietary technology in order to win the Award, the same

~~TEL-INSTRUMENT ELECTRONICS CORP.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Note 15 – Litigation (continued)~~

material allegations as were later alleged in the Aeroflex Action. On or about March 17, 2009, the U.S. Army Contracts Attorney and the U.S. Army Contracting Officer each filed a statement with the GAO, expressly rejecting Aeroflex’s allegations that the Company used or infringed on Aeroflex’s proprietary technology in winning the Award, and concluding that the Company had used only its own proprietary technology. On April 6, 2009, Aeroflex withdrew its protest.

In December 2009, the Kansas District Court dismissed the Aeroflex Action on jurisdiction grounds. Aeroflex appealed this decision. In May 2012, the Kansas Supreme Court reversed the decision and remanded the Aeroflex Action to the Kansas District Court for further proceedings.

On May 23, 2016, the Company filed a motion for summary judgment based on Aeroflex’s lack of jurisdictional standing to bring the case. The motion asserts that Aeroflex does not own the intellectual property at issue since it is a bare licensee of Northrop Grumman. Northrop Grumman has declined to join this suit as plaintiff. Aeroflex lacks standing to sue alone. Also, the motion raises the fact that Aeroflex allowed the license to expire, Aeroflex’s claims are either moot or Aeroflex lacks standing to sue for damages alleged to have accrued after the license ended in 2011. The motion for summary judgment was denied.

The Aeroflex trial on remand in the Kansas District Court began in March 2017. After a nine-week trial, the jury rendered its verdict. 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 of $1.3 million for lost profits. The jury also ruled that Tel tortiously interfered with Aeroflex’s non-disclosure agreements with two former Aeroflex employees and awarded damages of $1.5 million for lost profits, resulting in total damages against the Company of $2.8 million. The jury also found that the former Aeroflex employees breached their non-disclosure agreements with Aeroflex and awarded damages against these two individuals totaling $525,000. The jury also decided that punitive damages should be allowed against the Company.

Following the verdict, the Company filed a motion for judgment as a matter of law. In the motion, the Company renewed its motion for judgment on Aeroflex’s tortious interference with prospective business opportunity claim arguing that such claim is barred by the statute of limitations. Alternatively, the motion asserts there is insufficient evidence supporting the lost profit award on that claim. Additionally, the motion for judgment addresses inconsistency between the awards against the former Aeroflex employees for breach of the non-disclosure agreements and the award against the Company for interfering with those agreements. Alternatively, the motion asserts there is insufficient evidence supporting the lost profit award on that claim.

During July 2017, the Court heard the Company’s motion for judgment as well as conducting a hearing as to the amount of a punitive damages award. Kansas statutes limit punitive damages to a maximum of $5 million.

Aeroflex submitted a motion to the Court requesting that the judge award punitive damages at the maximum $5 million amount. In October 2017, the Court denied the Company’s motions and awarded Aeroflex an additional $2.1 million of punitive damages, which brings the total Tel damages awarded in this case to approximately $4.9 million.

The Company has filed motions in January 2018 for the Court to reconsider the amount of damages on the grounds that they are duplicative and not legally supportable. A hearing on this motion is expected within the next 30 days and a final decision is expected within the next two to three months. The Judge could deny our motions, reduce the amount of damages or even order a new trial. Once a final decision has been rendered, the Company has 30 days to file an appeal. The Company has posted a $2,000,000 bond to prevent Aeroflex from enforcement actions until a final decision has been rendered by the Court. This $2 million bond amount would remain in place during the appeal process (See Note 5). The Company believes it has excellent grounds to appeal this verdict. The appeal process would be expected to take several years to complete.

Other than the matters outlined above, we are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of executive officers of our Company, threatened against or affecting our Company, or our common stock in which an adverse decision could have a material effect.

~~TEL-INSTRUMENT ELECTRONICS CORP.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Note 16 – New Accounting Pronouncements~~

In May 2017, the FASB issued ASU 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting.” This ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The amendments should be applied prospectively to an award modified on or after the adoption date. For public business entities, this update is effective for financial statements issued for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted. We are evaluating whether this ASU will have a material impact on our consolidated financial statements.

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09 (“Improvements to Employee Share-Based Payment Accounting”) which simplifies several aspects of accounting for share-based payment transactions including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The new standard was effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years with early adoption permitted. The Company adopted this standard and it did not have a material impact on the Company’s consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02 (“Leases”), which introduces the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. The new standard is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years with early adoption permitted. The adoption of this ASU will increase assets and liabilities for operating leases. The Company is evaluating the impact that the adoption of this standard will have on the Company’s consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, which is an update to Topic 740, “Income Taxes”. This update requires that all deferred tax assets and liabilities be classified as non-current. The Company adopted this update, which is reflected in the accompanying balance sheets. The adoption of this update did not have any impact on the Company’s results of operations.

In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements - Going Concern to provide guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern. The guidance requires management to assess whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. When management identifies such conditions or events, a footnote disclosure is required to disclose their nature, as well as management’s plans to alleviate the substantial doubt to continue as a going concern. The standard became effective for our fiscal year end 2017.

In May 2014, the FASB issued ASU 2014-09 that introduces a new five-step revenue recognition model in which an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires disclosures sufficient to enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. In March 2016, the FASB issued ASU 2016-08 which further clarifies the guidance on the principal versus agent considerations within ASU 2014-09. In April 2016, the FASB issued ASU 2016-10 to expand the guidance on identifying performance obligations and licensing within ASU 2014-09. In May 2016, the FASB issued ASU 2016-12 to improve revenue recognition in the areas of collectability, presentation of sales tax and other similar taxes collected from customers, noncash consideration, contract modifications and completed contracts at transition. This update also amends the disclosure requirements within ASU 2014-09 for entities that retrospectively apply the guidance. The latest amendments are intended to address implementation issues that were raised by stakeholders and discussed by the Revenue Recognition Transition Resource Group, and provide additional practical expedients. These standards are effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company is assessing their implementation process and the potential impact on its existing revenue accounting policies and newly required financial statement disclosures. The Company has not yet determined the impact from the adoption of the new standard on either its financial position or results of operations.

~~TEL-INSTRUMENT ELECTRONICS CORP.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Note 16 – New Accounting Pronouncements (continued)~~

ASU 2016-18, Restricted Cash, updates Topic 230, Statement of Cash Flows, to require that a statement of cash flows explain the change during the period in restricted cash or restricted cash equivalents, in addition to changes in cash and cash equivalents. That is, restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Consequently, transfers between cash and restricted cash will not be presented as a separate line item in the operating, investing or financing sections of the cash flow statement. The ASU includes examples of the revised presentation guidance, and additional presentation and disclosure requirements apply. The ASU is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The amendments should be applied retrospectively to each period presented. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period.

~~No other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s condensed consolidated financial statements.~~

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~

~~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 “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 identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks contained in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended March 31, 2017, filed with the SEC on July 14, 2017, relating to the Company’s industry, the Company’s operations and results of operations, and any businesses that the Company may acquire. 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 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 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 Aeroflex litigation (see Note 15) has been hugely disappointing and has strained our finances even with the preferred stock offering. If the Judge does not change the result or vacate the damage award based on our latest motions, we will appeal this decision. The Company has filed motions in January 2018 for the Court to reconsider the amount of damages on the grounds that they are duplicative and not legally supportable. A hearing on this motion is expected within the next 30 days and a final decision is expected within the next two to three months. The Judge could deny our motions, reduce the amount of damages or even order a new trial. Once a final decision has been rendered, the Company has 30 days to file an appeal. The Company has posted a $2,000,000 bond to prevent Aeroflex from enforcement actions until a final decision has been rendered by the Court. This $2 million bond amount would remain in place during the appeal process (See Note 5). The Company believes it has excellent grounds to appeal this verdict. The appeal process would be expected to take several years to complete. We ~~believe that we~~ ~~will have approximately~~ 2-3 years to generate sufficient cash or secure additional financing to support the repayment of the remaining $2.9 million not covered by the $2 million appeal bond, if we do not prevail with the appeal.

The Company continues to pursue international opportunities with its “Drive to Mode 5” marketing campaign. All allied countries have a “drop dead” date of January 1, 2020 for implementing Mode 5 capability; as a result, we believe that this international Mode 5 business will remain strong for at least the next three years. We believe that we are well positioned as our CRAFT and TS-4530A flight-line test sets have been endorsed by the U.S. military and we have already delivered test sets into 18 international markets. The new T-47/M5 Mode 5 IFF test set will be a cost-effective upgrade option for our large installed base of Mode 4 test sets and we have seen substantial interest and orders for this test set from a number of countries. In addition to international Mode 4 business, we also believe that we will receive some sizable orders from the U.S. Department of Defense (the “DOD”) for additional TS-4530A test sets this calendar year. We believe that this will help drive revenues and profitability growth.

We have intensified our marketing efforts and increased our investment in research and development. We continue to emphasize the importance of capturing the majority share of the large IFF international market which we believe could generate substantial revenues starting later this fiscal year, and we have been working with international partners to ensure that we are well-positioned in this market. The new T-47M5 Mode 5 IFF test set will be a cost-effective upgrade option for our large installed base of Mode 4 test sets and we began shipment of this test set in the quarter ended December 31, 2017. Our business development team met with several European and Far Eastern customers with the intention of securing volume Mode 5 orders which should commence later this calendar year. We are currently pursuing opportunities in Australia and New Zealand and other areas in the Middle East and Far East.

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued).~~

~~Overview (continued)~~

The Company believes its real long-term growth potential is in our new line of modular hand-held test sets. We expect that these hand-held test sets will provide us with the opportunity to expand from our relatively narrow avionics test market niche and enter the much larger secure communications radio test market. We are actively working to identify and secure partners to enter this growth market and we believe that our new hardware platform provides unmatched capabilities in a market leading form factor. Production prototypes of this new test set were available for view at the January 17, 2018 Annual Meeting. We are also working closely with our other military customers on new potential market opportunities that will be needed to maintain our sales and profitability growth.

The commercial avionics industry is undergoing a great deal of regulatory change including the requirement that all aircraft be equipped with ADS-B transponders as well as the introduction of new UAT navigation for the general aviation market. We believe that our new hand-held products, which we are planning to introduce in the near term, will generate increased market share at attractive gross margin levels. The Company is also targeting the extremely large commercial and military radio test set market which is many times the size of our traditional avionics test market. We are also working closely with our military customers on new potential market opportunities that will be needed to maintain our sales and profitability growth.

~~We continue to evaluate other attractive potential market opportunities.~~

On November 14, 2017 the Company completed a $3 million issuance of its Series A Preferred Stock with an existing investor. This preferred stock includes an 8% dividend rate and is convertible into shares of our common stock at a price of $3.00 per share. The proceeds from this transaction are to be used to finance the appeal and for working capital purposes.

On March 21, 2016, the Company entered into a line of credit agreement with Bank of America, which expired March 31, 2017. In March 2017, the line of credit was renewed and the expiration date extended until March 31, 2018. ~~The Company plans to renew this line of credit, but there is no assurance that the line will be renewed or that the terms will be the same.~~ ~~The line provides a revolving credit facility with borrowing capacity of up to $1,000,000~~. There are no covenants or borrowing base calculations associated with this line of credit. Interest on any outstanding balances is payable monthly at an annual interest rate equal to the LIBOR (London Interbank Offered Rates) Daily Floating plus 3.75 percentage points. The Company’s interest rate was 5.319% at December 31, 2017. The line is collateralized by substantially all of the assets of the Company. During the nine months ended December 31, 2017, the Company borrowed $800,000 from this line of credit. As of December 31, 2017 and March 31, 2017, the outstanding balances were $1,000,000 and $200,000, respectively. As of December 31, 2017 the remaining availability under this line is $-0-.

On July 27, 2017, the Company received a letter from the staff of the NYSE American (the “Exchange”) stating that, based on Tel’s financial statements at March 31, 2017, Tel is not in compliance with Section 1003(a)(i) of the NYSE American Company Guide, which requires that a company’s stockholders’ equity be $2.0 million or more if it has reported net losses in two of its last three fiscal years (the “Stockholders’ Equity Requirement”). As of March 31, 2017, the Company had a stockholders’ deficit of $54,361, which resulted from litigation costs, the accrual of $2.8 million in damages, as well as the recording of a valuation allowance against the Company’s deferred tax asset of $3.5 million, which resulted in the Company recording a net loss of $4.8 million for the fiscal year ended March 31, 2017, thus bringing the Company below the Stockholders’ Equity Requirement.

The Company submitted is plan to the Exchange, a plan advising of the actions the Company has taken or will take to regain compliance with the Stockholders’ Equity Requirement by January 29, 2019. In October 2017, the Exchange accepted the Company’s plan. The Company continues to provide updates to the Exchange.

Tel’s stock will continue to be listed on the NYSE American while Tel works to regain compliance with the Stockholders’ Equity Requirement. The Company’s common stock will continue to trade under the symbol “TIK”. The Company’s receipt of such notification from the Exchange does not affect the Company’s business, operations or reporting requirements with the U.S. Securities and Exchange Commission.

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued).~~

~~Results of Operations~~

~~Sales~~

For the three months ended December 31, 2017, total net sales decreased $1,610,726 (38.0%) to $2,625,793, as compared to $4,236,519 for the three months ended December 31, 2016. Avionics government sales decreased $1,945,640 (51.6%) to $1,825,744 for the three months ended December 31, 2017, as compared to $3,771,384 for the three months ended December 31, 2016. The decrease in sales is mostly attributed to the decrease in shipment of the U.S. Army TS-4530A Kits and Sets, and the CRAFT units associated with the U.S. Navy programs, which contracts have now been completed and the T-47N, partially offset by the increase in sales associated with the initial shipments of the T-47/M5. Commercial sales increased $334.914 (72.0%) to $800,049 for the three months ended December 31, 2017 as compared to $465,135 for the three months ended December 31, 2016. This increase is attributed to the increased sales from our repair business as well as increased shipments of the TR-220 to a major U.S. airline.

For the nine months ended December 31, 2017, total net sales decreased $6,699,882 (45.7%) to $7,955,035, as compared to $14,654,917 for the nine months ended December 31, 2016. Avionics government sales decreased $7,155,005 (55.1%) to $5,826,763 for the nine months ended December 31, 2017, as compared to $12,981,768 for the nine months ended December 31, 2016. The decrease in sales is mostly attributed to the decrease in shipment of the U.S. Army TS-4530A Kits and Sets, and the CRAFT and ITATS units associated with the U.S. Navy programs, which contracts have now been completed. Commercial sales increased $455,123 (27.2%) to $2,128,272 for the nine months ended December 31, 2017 as compared to $1,673,149 for the nine months ended December 31, 2016. This increase is attributed to the increased sales of the TR-220 and the increase in sales from our repair business.

~~Gross Margin~~

For the three and nine months ended December 31, 2017, total gross margin decreased $697,571 (42.7%) and $2,758.652 (51.7%) to $936,680 and $2,577,840, respectively, as compared to $1,634,251 and $5,336,492 for the three and nine months ended December 31, 2016, respectively, primarily as a result of the lower volume as well as labor and overhead variances as a result of the lower volume. The gross margin percentage for the three months ended December 31, 2017 was 35.7%, as compared to 38.6% for the three months ended December 31, 2016. The gross margin percentage for the nine months ended December 31, 2017 was 32.4%, as compared to 36.4% for the nine months ended December 31, 2016.

~~Operating Expenses~~

Selling, general and administrative expenses decreased $34,489 (5.9%) and $161,850 (7.9%) to $548,391 and $1,881,072, respectively, for the three and nine months ended December 31, 2017, as compared to $582,880 and $2,042,922 for the three months ended December 31, 2016, respectively. These decreases were primarily attributed to lower salaries and related expenses and lower accrued profit sharing expenses offset partially by higher commission fees, shareholder communication expenses and consulting fees.

Litigation expenses decreased $147,725 and $48,720 to $134,765 and $560,610, respectively, for the three and nine months ended December 31, 2017 as compared to $282,490 and $609,330 for the three and nine months ended December 31, 2016. The litigation expenses in the quarter ended December 31, 2017 related to the legal expenses for the additional court motions and securing the appeal bond.

The Company recorded $30,323 and $2,130,523 in additional legal damages for the three and nine months ended December 31, 2017 as a result of the Court’s decision regarding punitive damages. The additional expenses for the quarter related to the accrued interest on the assessed damages.

Engineering, research and development expenses decreased $68,316 (11.1%) and $92,024 (5.2%) to $546,691 and $1,691,631, respectively, for the three and nine months ended December 31, 2017 as compared to $615,007 and $1,783,655 for the three and nine months ended December 31, 2016. The Company continues to invest in new products by taking advantage of our CRAFT and TS-4530A technology to develop smaller hand-held products, which will broaden our product line for both commercial and military applications. The Company has completed its development of the T-47/M5 Mode 5 test set, which began initial shipments in the quarter ended December 31, 2017, and which we believe will compete effectively in the international market.

~~(Loss) Income from Operations~~

As a result of the above, the Company recorded losses from operations of $323,690 and $3,685,996 for the three and nine months ended December 31, 2017, as compared to income from operations of $153,874 and $900,585 for the three and nine months ended December 31, 2016.

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~

~~Other Income (Expense), Net~~

For the three months ended December 31, 2017, total other expense was $9,746, as compared to other income of $24,021 for the three months December 31, 2016. This decrease in other income is primarily due to the loss on the change in the valuation of common stock warrants as compared to a gain in the same period last year.

For the nine months ended December 31, 2017, total other income was $145,880, as compared to other income of $237,178 for the nine months December 31, 2016. This decrease in other income is primarily due to the lower gain on the change in the valuation of common stock warrants as compared to a gain in the same period last year offset partially by proceeds from a life insurance policy.

~~(Loss) Income before Income Taxes~~

As a result of the above, the Company recorded a loss before taxes of $333,436 and $3,540,116 for the three and nine months ended December 31, 2016, as compared to income before taxes of $177,895 and $1,137,763 for the three and nine months ended December 31, 2016.

~~Income Tax Provision/Benefit~~

For the three and nine months ended December 31, 2017, the Company recorded no income tax benefit as such amount was offset by a valuation allowance. For the three and nine months ended December 31, 2016, the Company reported provisions for income tax in the amounts of $36,382 and $313,886, respectively.

~~Net (Loss) Income~~

As a result of the above, the Company recorded net losses of $333,436 and $3,540,116 for the three and nine months ended December 31, 2017, as compared to net income of $141,513 and $823,877 for the three and nine months ended December 31, 2016.

~~Liquidity and Capital Resources~~

At December 31, 2017, the Company had net negative working capital of $512,731 as compared to positive working capital of $214,560 at March 31, 2017. This change is primarily the result of the additional legal damages offset partially by the cash received from the issuance of preferred stock which was used to obtain a letter of credit to secure the appeal bond and additional amounts drawn from the line of credit.

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~

~~During the nine months ended December 31, 2017, the Company’s cash balance decreased by $23,890 to $263,983. The Company’s principal sources and uses of funds were as follows:~~

~~Cash used in operating activities.~~ For the nine months ended December 31, 2017, the Company used $3,399,429 in cash for operations as compared to providing $1,303,739 in cash from operations for the nine months ended December 31, 2016. This increase in cash used for operations is the result of using $2,000,000 to obtain a letter of credit to secure the appeal bond, lower operating income, increase in accounts receivable and inventories offset partially by the increase in accounts payable and accrued expenses and accrued legal damages.

~~Cash used in investing activities~~. For the nine months ended December 31, 2017, the Company used $89,396 of its cash for investment activities, as compared to $37,070 for the nine months ended December 31, 2016 as a result of an increase in the purchase of capital equipment.

~~Cash provided by (used in) financing activities.~~ For the nine months ended December 31, 2017, the Company provided $3,464,935 in cash from financing activities as compared to using $1,077,148 for the nine months ended December 31, 2016 primarily as a result of the proceeds from issuance of preferred stock and amounts from the line of credit. The nine months ended December 31, 2016 included a $720,000 payment of a warrant liability that did not occur this year.

~~In November 2014, the Company entered into a term loan in the amount of $1,200,000 with Bank of America. The term loan~~ ~~was~~ ~~for three years, and matures in November 2017. Monthly payments are at $36,551 including interest at 6%. The term loan~~ ~~was~~ collateralized by substantially all of the assets of the Company. This loan was fully repaid in November 2017. At December 31, 2017 and March 31, 2017, the outstanding balances were $-0- and $285,810, respectively.

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~

~~Liquidity and Capital Resources (continued)~~

The Aeroflex litigation (see Note 15) has been hugely disappointing and has strained our finances even with the closing of our preferred stock offering. If the Judge does not change the result or vacate the damage award based on our latest motions, we will appeal this decision. The Company has filed motions in January 2018 for the court to reconsider the amount of damages on the grounds that they are duplicative and not legally supportable. A hearing on this motion is expected within the next 30 days and a final decision is expected within the next two to three months. The Judge could deny our motions, reduce the amount of damages or even order a new trial. Once a final decision has been rendered, the Company has 30 days to file an appeal. The Company has posted a $2,000,000 bond to prevent Aeroflex from enforcement actions until a final decision has been rendered by the Court. This $2 million bond amount would remain in place during the appeal process (See Note 5). The Company believes it has excellent grounds to appeal this verdict. The appeal process would be expected to take several years to complete. We will have approximately 3 years to generate sufficient cash or secure additional financing to support the repayment of the remaining $2.9 million not covered by the $2 million appeal bond, if we do not prevail with the appeal.

In November 2017, the Company signed a subscription agreement in which the Company received $3 million for Series A Convertible Preferred Stock (See Note 14 to the Notes to the Condensed Financial Statements). These funds will be used to finance an appeal and provide funds for operations.

~~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 nine months ended December 31, 2017.~~

These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017, filed with the SEC on July 14, 2017 (the “Annual Report”).

~~Off-Balance Sheet Arrangements~~

~~As of December 31, 2017, the Company had no material 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 2017 consolidated financial statements included in our Annual Report.

~~Item 3. Quantitative and Qualitative Disclosures about Market Risk.~~

~~We do not hold any derivative instruments and do not engage in any hedging activities.~~

~~Item~~ ~~4. Controls and Procedures.~~

~~(a)Evaluation of Disclosure Controls and Procedures~~

The Company, including its principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this report (the “Evaluation Date”). Based upon the evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective. Disclosure controls are controls and procedures designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls include controls and procedures designed to reasonably ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

~~(b)Changes in Internal Control over Financial Reporting~~

The Company, including its principal executive officer and principal accounting officer, reviewed the Company’s internal control over financial reporting, pursuant to Rule 13(a)-15(e) under the Exchange Act and concluded that there was no change in the Company’s internal control over financial reporting during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~PART II – OTHER INFORMATION~~

~~Item 1. Legal Proceedings.~~

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TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 12 – Litigation (continued)

The case then entered an extended discovery period in the District Court.

On May 23, 2016, the Company filed a motion for summary judgment based on Aeroflex’s lack of jurisdictional standing to bring the case. The motion asserts that Aeroflex does not own the intellectual property at issue since it is a bare licensee of Northrop Grumman. Northrop Grumman has declined to join this suit as plaintiff. The motion asserted Aeroflex lacks standing to sue alone. Also, the motion raises the fact that Aeroflex allowed the license to expire, Aeroflex’s claims are either moot or Aeroflex lacks standing to sue for damages alleged to have accrued after the license ended in 2011. The motion for summary judgment was denied.

The Aeroflex trial on remand in the Kansas District Court began in March 2017. After a nine-week trial, the jury rendered its verdict. The jury found no misappropriation of Aeroflex trade secrets but ~~it did rule~~found that the Company tortiously interfered with a prospective business opportunity and awarded damages of $1.3 million for lost profits. The jury also ruled that Tel tortiously interfered with Aeroflex’s non-disclosure agreements with two former Aeroflex employees and awarded damages of $1.5 million for lost profits, resulting in total damages against the Company of $2.8 million. The jury also found that the former Aeroflex employees breached their non-disclosure agreements with Aeroflex and awarded damages against these two individuals totaling $525,000. The jury also decided that punitive damages should be allowed against the Company.

The Journal Entry of Judgment including judgment against the Company in the amount of $1.3 million for tortious interference with prospective business advantage, of $1.5 million for tortious interference with existing contracts, and $2.1 million in punitive damages was entered on November 22, 2017. Pursuant to K.S.A. 16-204(d) “any judgment rendered by a court of this state on or after July 1, 1986, shall bear interest on and after the day on which judgment is rendered at the rate provided by subsection (e). The Kansas Secretary of State publishes the rate amount. The amount published for July 1, 2017 through June 30, 2018 is 5.75%, 6.5% July 1, 2018 through June 30, 2019, 7.0% July 1, 2019 through June 30, 2020, and 4.25% July 1, 2020 through June 30, 2021. Interest on the $4,900,000 judgment started to accrue on November 22, 2017, the date the judgment was entered. As of December 31, 2020, the outstanding amount of the judgement and accrued interest is $5,837,673.

The Company filed post-trial motions to avoid damage duplication and inconsistency, and to secure judgment as a matter of law or a new trial. The trial court denied those motions. The Company appealed the verdict and the post-trial rulings to the Court of Appeals of the State of Kansas, Case No. 18-119,563. The Company posted a $2 million supersedeas bond. The Plaintiff filed a cross-appeal. The appeal and cross-appeal are fully briefed. The appellate court has not set a date to hear the appeal.

The Company has the ability to settle this case at its sole discretion by withdrawing the appeal and paying the judgment plus interest amount.

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TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 12 – Litigation (continued)

Other than the matters outlined above, the Company is currently not involved in any litigation that we believe could have a material adverse effect on the Company’s financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of executive officers of the Company, threatened against or affecting the Company, or its common stock in which an adverse decision could have a material effect.

Note 13 – Subsequent Event

Effective February 8, 2021, Tel-Instrument Electronics Corp. hired Pauline Romeo to serve as the Company’s Principal Accounting Officer.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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.

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 $499,633 and $833,361 and net sales of $2,672,742 and $8,948,575 for the three and nine months ended December 31, 2020, respectively, as compared to net income of $907,577 and $1,701,587 and net sales of $4,733,135 and $11,951,765 for the same three and nine month periods in the prior fiscal year, respectively. Profitability for the three and nine months ended December 31, 2020 was positively impacted by the forgiveness of the PPP Loan (defined below) in the amount of $722,577. While we believe the business is still strong, we have been impacted by the COVID-19 pandemic in our commercial business and delays in orders from some of our military customers. The quarter ended December 31, 2020 was also impacted by delays from our supply chain which resulted in lower shipments for the quarter. Our international business remains strong mainly due to our Mode 5 test sets, including our T-47/M5, which has received AIMS (Air Traffic Control Radar Beacon System, Identification Friend or Foe, Mark XII/Mark XIIA, Systems) approval, our CRAFT products, and the T-4530i and the TS-4530A. Our international sales have increased over 200% to $5,106,312 for the nine months ended December 31, 2020 as compared to the same period last year. We have received large orders for our Mode 5 test sets from Germany, the United Kingdom, Australia, Japan, South Korea, Poland, Canada and orders from 12 other countries. We believe the Mode 5 market will remain strong for the next couple of years. The Company is also the dominant supplier for Mode 5 test sets to the U.S. Military. In January 2021 the Company received two large orders totaling over $2 million for its legacy and CRAFT products.

The Company continues to pursue opportunities in the international market for our Mode 5 test sets with good success. We continue to emphasize the importance of capturing the majority share of the large Identification Friend or Foe (“IFF”) international market. The Company is also in discussions with other major international customers that have evaluated our Mode 5 test sets and we are excited about the opportunities overseas.

The Company also sells it Mode 5 test sets to Lockheed Martin for the Joint Strike Fighter (“JSF”) program, and we believe this program will generate significant CRAFT orders as this program ramps up limited rate production. The Company had already received and shipped orders from Lockheed Martin for the AN/USM-708 units, for the JSF Program, totaling over $6 million. Sikorsky has also indicated that it will be ordering CRAFT test sets for its new helicopters. The Company also received orders from other customers for this product.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Overview (continued)

The Company has built a solid position in the Mode 5 IFF flight line test equipment market, and we believe our products are very competitive in the overseas markets. We believe that we are well-positioned as our CRAFT and TS-4530A flight-line test sets have been endorsed by the U.S. military and we have already delivered test sets into 18 international markets.

The Company had been awarded a $956,000 contract from Lockheed Martin to support the F-35 Joint Strike Fighter. This is a competitively bid development contract to design a “go-no-go” test set for the F-35 advanced communication systems. The system will involve much higher frequency levels than what TIC has worked with in the past and is a testament to our engineering team who came up with a winning design concept. The contract includes eight engineering qualification test sets with an initial option for 50 production test sets upon the completion of the development program. This development program has been going extremely well and TIC had been preparing for the Critical Design Review (“CDR”) in mid-February until we were notified last week by Lockheed Martin that the program has been put on hold due to cash issues. It is our hope that this funding issue will be resolved in the near future and we still plan to complete the development and testing work this calendar year. If the program is not turned back on in the near-term, TIC has the ability to submit an invoice for all engineering work performed on the contract.

The Company also received a $722,577 government loan from the Payroll Protection Program in May 2020 (the “PPP Loan”). The PPP Loan has allowed us to continue development work on the SDR/OMNI test set despite the uncertain outlook for commercial aviation market. In December 2020, the full amount of the PPP Loan was forgiven by the SBA.

We continue to be excited about our new lightweight, hand-held product (the “SDR/OMNI”) that we are planning to introduce this year. This new SDR/OMNI technology should provide us with the opportunity to expand out of our relatively narrow avionics test market niche and enter the much larger secure communications radio test market. We believe that our new hardware platform provides unmatched capabilities in a market leading form factor. The world’s first “All-in-One” Avionics 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. 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 significant disruption in the commercial avionics market caused by the COVID pandemic, the Company has shifted its engineering focus to the military communications test set market which will be the initial product release. This is a much larger market than our traditional avionics market and the SDR/OMNI is ideally situated to gain market share in this segment. We are also continuing work on the ill be a commercial avionics air traffic control test set but the introduction of this test set will be delayed until later this year.

We are also working closely with our other military customers on new potential market opportunities that will be needed to maintain our sales and profitability growth. We are in discussions with an existing customer on a new test set that should generate significant revenues and profitability starting in the next fiscal year.

The Aeroflex litigation (see Note 12 to the Unaudited Condensed Consolidated Financial Statements contained in this Quarterly Report) did not result in a favorable outcome for the Company, despite our belief that we committed no wrong-doing.

The jury found no misappropriation of Aeroflex trade secrets but it found 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 amount of damages on the grounds that they are duplicative and not legally supportable. ~~A hearing on this motion is expected within the next 30 days~~The Court heard these motions and ~~a final decision is expected within the next two to three months.~~such motions were denied. The ~~Judge could deny our motions, reduce the amount of damages or even order a new trial. Once a final decision has been rendered, the~~ Company has ~~30 days to file an~~filed for the appeal. The Company has posted a ~~$2,000,000~~$2 million bond ~~to prevent Aeroflex from enforcement actions until a final decision has been rendered by~~for the ~~Court.~~appeal. This $2 million bond amount ~~would~~will remain in place during the appeal process (See Note 5)12 to the Unaudited Condensed Consolidated Financial Statements). The Company believes it has ~~excellent~~solid grounds to appeal this ~~verdict.~~verdict and believes it has submitted strong legal arguments to vacate the decision. However, the Company cannot predict the timing or the outcome of the appeal. The Company is very optimistic about the prospects of its appeal for a judgment as a matter of law. The Company was hoping for a decision from the court this calendar year, but this timing will likely be delayed due to the three month COVID-19 related shutdown of the Kansas court system. As such, the appeal process ~~would be~~is expected to take ~~several years~~at least another year to complete.

The Company has the ability to settle this case at its sole discretion by withdrawing the appeal and paying the judgment plus interest amount.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Overview (continued)

We believe that our expected cash flows from operations, based on our open orders, current projections, and current cash balances, which amounted to approximately $5.0 million, including the $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 financial statements, including any required payments for settlement of the litigation (see liquidity section below).

In December 2020, the Company paid the balance of the line of credit in the amount of $680,000. As of December 31, 2020 and March 31, 2020, the outstanding balances were $-0- and $680,000, respectively. As of December 31, 2020 the remaining availability under this line is $690,000. The bank has extended the expiration of the line of credit to March 31, 2021 to allow time to complete the underwriting of the renewal.

At December 31, 2020, the Company’s backlog of orders was approximately $5.7 million as compared to $4.2 million at December 31, 2019. Historically, the Company obtains orders which are required to be filled in less than 12 months, and therefore, these anticipated orders are not reflected in the backlog. In January 2021, the Company received two major contracts for our legacy test sets totaling over $2 million.

Results of Operations

Sales

For the three and nine months ended December 31, 2020, net sales decreased $2,060,393 (43.5%) and $3,003,190 (25.1%) to $2,672,742 and $8,948,575, respectively, as compared to $4,733,135, and $11,951,765 for the three and nine months ended December 31, 2019, respectively.

Avionics government sales decreased $1,707,098 (43.6%) to $2,212,507 for the three months ended December 31, 2020 as compared to $3,919,605 for the three ended December 31, 2019. The decline in sales is primarily attributed to the decrease in international sales. International sales declined $1,358,132 (51%) to $1,304,644 for the three months ended December 31, 2020 as compared to $2,662,796 for the three months ended December 31, 2019, primarily as a result of the decrease in the sales of the T-4530i for which the Company shipped a large order to the German military last year during the three months ended December 31, 2019.

Avionics government sales decreased $1,812,263 (18.9%) to $7,751,936 for the nine months ended December 31, 2020 as compared to $9,564,199 for the nine months ended December 31, 2019. This decrease in sales is primarily attributed to the decrease in shipment of our AN/USM-708 test set to Lockheed for the F-35 program, AN/USM-719 and TS-4530A Mode 5 test sets to the U.S. Government, and shipments to the German military of our T-4530i offset partially by increased sales of our T-47/M5 Dual Crypto test set.

Commercial sales decreased $353,295 (43.4%) and $1,190,927 (49.9%) to $460,335 and $1,196,639 for the three and nine months ended December 31, 2020 as compared to $813,530 and $2,387,566 for the three and nine months ended December 31, 2019. Our commercial business has been seriously impacted by the COVID-19 pandemic. The unprecedented and rapid spread of COVID-19 and the related travel restrictions and social distancing measures implemented throughout the world have significantly reduced demand for air travel and test set support equipment.

Gross Margin

For the three and nine months ended December 31, 2020, total gross margin decreased $1,201,393 (54.3%) and $1,785,196 (31.5%) to $1,011,089 and $3,882,523 as compared to $2,212,482 and $5,667,719 for the three and nine months ended December 31, 2019 primarily as a result of the decrease in volume and lower net prices as a result of competition internationally. The gross margin percentage for the three months ended December 31, 2020 was 37.8% as compared to 46.7% for the three months ended December 31, 2019. The gross margin percentage for the nine months ended December 31, 2020 was 43.4% as compared to 47.4% for the three months ended December 31, 2019.

Operating Expenses

Selling, general and administrative expenses increased $131,302 (21.5%) and $19,728 (1.1%) to $740,896 and $1,866,756 for the three and nine months ended December 31, 2020 as compared to $609,394 and $1,847,028 for the three and nine months ended December 31, 2019. The increase is primarily attributed to the one time increase in professional fees partially offset by lower profit sharing and consulting fees.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Results of Operations (continued)

Operating Expenses (continued)

Litigation costs decreased $14,832 and $108,682 to $1,998 and $10,208 for the three and nine months ended December 31, 2020 as compared to $16,830 and $118,890 for the three and nine months ended December 31, 2019. This decrease reflects 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 at least a year from now for this appeal to work its way through the Kansas court system. The pandemic has affected the judicial system and its efforts to resolve open actions have therefor been delayed.

Engineering, research and development expenses decreased $88,085 (15.2%) to $492,432 for the three months ended December 31, 2020 as compared to $580,517 for the three months ended December 31, 2019. While total engineering expense has increased as a result of our increased engineering activities, including the development of a “go-no-go” test set for the F-35 advanced communication systems under a funded program from Lockheed Martin. The decrease in total engineering expenditures is related to more time being spent on revenue producing contracts by the engineering department in this period.

Engineering, research and development expenses increased $47,581 (2.9%) to $1,678,940 for the nine months ended December 31, 2020 as compared to $1,631,359 for the nine months ended December 31, 2019. Total engineering expense has increased as a result of our increased engineering activities, including the development of a “go-no-go” test set for the F-35 advanced communication systems under a funded program from Lockheed Martin. The increase in overall engineering expense was offset partially by more time being spent on revenue producing contracts by the engineering department in this period.

The Company continues to invest heavily in the development of the Company’s SDR/OMNI hand-held product line utilizing CRAFT and TS-4531A technology, the T-4530i, and the incorporation of other product enhancements in existing designs.

Income from Operations

As a result of the above, the Company recorded a loss from operation of $224,037 for the three months ended December 31, 2020 as compared to income from operations of $1,005,741 for the three months ended December 2019. For the nine months ended December 31 2020 the Company recorded income from operations of $326,619 as compared to $2,070,442 for the nine months ended December 31, 2019.

Other Income (Expense), Net

For the three months ended December 31, 2020, total other income was $664,406 as compared to other expense of $98,164 for the three months ended December 31, 2019 primarily the result of the forgiveness of the PPP loan by the SBA. For the nine months ended December 31, 2020, total other income was $536,191 as compared to other expense of $368,855 for the nine months ended December 31, 2019 primarily the result of the of the forgiveness of the PPP loan by the SBA and the change in the fair value of the common stock warrants and the lower interest expense related to the judgement as a result of the lower interest rate.

Income before Income Taxes

As a result of the above, the Company recorded income before taxes of $440,369 and $862,810 for the three and nine months ended December 31, 2020 as compared to income before taxes of $907,577 and $1,701,587 for the three and nine months ended December 31, 2019.

Income Taxes

For the three months ended December 31, 2020, the Company recorded an income tax benefit of $59,264, as a result of the Company’s taxable loss for the quarter as the forgiveness of the PPP loan is not a taxable event, as compared to $-0- for the three months ended December 31, 2019. For the nine months ended December 31, 2020, the Company recorded income tax expense of $29,449 as compared to $-0- for the three months ended December 31, 2019. For the three and nine months ended December 31, 2019, the Company recorded no income tax benefit as such amounts were offset by a valuation allowance.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Net Income

As a result of the above, the Company recorded net income of $499,633 and $833,361 for the three and nine months ended December 31, 2020 as compared to net income of $907,577 and $1,701,587 for the three and months ended December 31, 2019.

Liquidity and Capital Resources

At December 31, 2020, the Company had net working capital of $2,764,368 including accrued legal damages related to the Aeroflex litigation of $5,837,673, as compared to working capital of $1,776,176 at March 31, 2020. This change is primarily the result of the and lower accounts payable and payment of the line of credit as well as cash received from the PPP loan, which was forgiven by the SBA.

During the nine months ended December 31, 2020, the Company’s cash balance (including the $2 million in restricted cash for the appeal) decreased by $181,958 to $4,952,781. The Company’s principal sources and uses of funds were as follows:

Cash (used in) provided by operating activities. For the nine months ended December 31, 2020, the Company used $159,346 in cash for operations as compared to providing $1,397,374 in cash from operations for the nine months ended December 31, 2019. This increase in cash used for operations is mostly attributed to the lower operating income.

Cash used in investing activities. For the nine months ended December 31, 2020, the Company used $65,140 of its cash for investment activities, as compared to $102,341 for the nine months ended December 31, 2019, as a result of a decrease in the purchase of capital equipment.

Cash provided by (used in) financing activities. For the nine months ended December 31, 2020, the Company provided $42,528 in cash from financing activities as compared to using $211,450 for the nine months ended December 31, 2019. This increase is the due to the proceeds received from the SBA PPP Loan program offset mostly by the payment of the line of credit. During the nine months ended December 2019 the Company also paid the warrant liability in the amount of $116,500.

In March 2020, Bank of America extended the line of credit to January 31, 2021. The new agreement includes a line of credit up to $690,000. Monthly payments are interest only. The line is collateralized by substantially all of the assets of the Company.

The bank has extended the expiration of the line of credit to March 31, 2021 to allow time to complete the underwriting of the renewal.

On March 27, 2020, former 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, former 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.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Liquidity and Capital Resources

Moving forward, we believe that our expected cash flows from operations and current cash balances, which amounted to approximately $5.0 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 financial statements, including any payments for settlement of the litigation.

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 nine months ended December 31, 2020.

These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020, filed with the SEC on June 29, 2020 (the “Annual Report”).

Off-Balance Sheet Arrangements

As of December 31, 2020, 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 2020 consolidated financial statements included in our Annual Report.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

(b) Changes in Internal Control over Financial Reporting

The Company, including its principal executive officer and principal financial officer, reviewed the Company’s internal control over financial reporting, pursuant to Rule 13(a)-15(e) under the Exchange Act and concluded that there was no change in the Company’s internal control over financial reporting during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Effective February 8, 2021, Tel-Instrument Electronics Corp. hired Pauline Romeo to serve as the Company’s Principal Accounting Officer.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

The Aeroflex litigation (see Note 12 to the Unaudited Condensed Consolidated Financial Statements ) did not result in a favorable outcome for the Company, despite our belief that we committed no wrong-doing.

The jury found no misappropriation of Aeroflex trade secrets but found 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 amount 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 (See Note 4).

As reflected in the accompanying unaudited condensed consolidated balance sheet as of December 31, 2020, the Company has recorded estimated damages to date of $5.8 million, including interest, as a result of a jury verdict associated with the Aeroflex litigation. The Company has filed for an appeal (see Notes 4 and 12). As of December 31, 2020, the Company has cash balances of $5.0 million, including $2 million of restricted cash as well as $2.0 million in accounts receivable. We expect to continue to have sufficient cash to fully cover the Aeroflex damages amount.

The Company is very optimistic about the prospects of its appeal for a judgment as a matter of law. The Company was hoping for a decision from the court this calendar year but this timing will likely be delayed due to the three-month COVID-19 related shutdown of the Kansas court system. As such, the appeal process is expected to take at least another 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.

~~PART II – OTHER INFORMATION~~

Item 1A. Risk Factors.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, ~~2017,~~2020, filed with the SEC on ~~July 14, 2017.~~

June 29, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered sales of the Company’s equity securities during the quarter ended December 31, ~~2017 other than those previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2017, regarding the issuance of Series A Preferred Stock.~~

2020.

Item 3. Defaults upon Senior Securities.

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

There is no other information required to be disclosed under this item which was not previously disclosed.

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Item 6. Exhibits.

Exhibit No.		Description

~~3.1~~ 31.1		~~Certificate of Amendment to Certificate of Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 16, 2017.)~~

~~10.1~~		~~Form of Subscription Agreement (incorporated to the Company’s Current Report on Form 8-K filed with the SEC on November 16, 2017.)~~

~~31.1~~		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*

31.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*

32.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

32.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.INS		XBRL Instance Document*

101.SCH		Taxonomy Extension Schema Document*

101.CAL		Taxonomy Extension Calculation Linkbase Document*

101.DEF		Taxonomy Extension Definition Linkbase Document*

101.LAB		Taxonomy Extension Label Linkbase Document*

101.PRE		Taxonomy Extension Presentation Linkbase Document*

* Filed herewith

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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: February ~~14, 2018~~16, 2021	By:	/s/ Jeffrey C. O’Hara
		Name: Jeffrey C. O’Hara
		Title: Chief Executive Officer Principal Executive Officer


~~Date: February 14, 2018~~	~~By:~~	~~/s/ Joseph P. Macaluso~~
		~~Name: Joseph P. Macaluso~~
		~~Title:~~ Principal Financial Officer ~~Principal Accounting Officer~~

	December 31, 2017			March 31, 2017
	(unaudited)
ASSETS

Current assets:
Cash and cash equivalents	$	263,983		$	287,873
Accounts receivable, net		1,660,757			1,556,382
Inventories, net		4,309,324			4,208,179
Restricted cash to support appeal bond		2,000,000			-
Prepaid expenses and other current assets		107,450			188,578
Total current assets		8,341,514			6,241,012

Equipment and leasehold improvements, net		197,602			161,427
Other long-term assets		35,109			33,509
Total assets		8,574,225			6,435,948

LIABILITIES & STOCKHOLDERS’ DEFICIT

Current liabilities:
Current portion of long-term debt		3,696			291,991
Line of credit		1,000,000			200,000
Capital lease obligations – current portion		6,718			6,268
Accounts payable and accrued liabilities		2,431,763			2,072,955
Federal and state taxes payable		-			4,105
Deferred revenues – current portion		54,671			123,720
Accrued legal damages		4,930,523			2,800,000
Accrued payroll, vacation pay and payroll taxes		396,207			527,413
Total current liabilities		8,823,578			6,026,452

Capital lease obligations – long-term		8,664			13,760
Long-term debt		-			2,124
Deferred revenues – long-term		353,280			352,973
Warrant liability		-			95,000
Total liabilities		9,185,522			6,490,309

Commitments

Mezzanine Equity:
Preferred stock, 1,000,000 shares authorized, par value $0.10 per share, 500,000 shares 8% Cumulative Series A Convertible Preferred issued and outstanding		2,990,667			-
Total mezzanine equity		2,990,667			-

Stockholders’ (deficit):
Common stock, 4,000,000 shares authorized, par value $0.10 per share, 3,255,887 shares issued and outstanding, respectively		325,586			325,586
Paid-in capital in excess of par value, common stock		8,099,882			8,107,369
Accumulated deficit		(12,027,432	)		(8,487,316	)
Total stockholders’ deficit		(3,601,964	)		(54,361	)
Total liabilities, mezzanine equity and stockholders’ deficit	$	8,574,225		$	6,435,948

	Three Months Ended						Nine Months Ended
	December 31, 2017			December 31, 2016			December 31, 2017			December 31, 2016

Net sales	$	2,625,793		$	4,236,519			7,955,035		$	14,654,917
Cost of sales		1,689,113			2,602,268			5,377,195			9,318,425

Gross margin		936,680			1,634,251			2,577,840			5,336,492

Operating expenses:
Selling, general and administrative		548,391			582,880			1,881,072			2,042,922
Litigation expenses		134,765			282,490			560,610			609,330
Legal damages		30,523			-			2,130,523			-
Engineering, research and development		546,691			615,007			1,691,631			1,783,655
Total operating expenses		1,260,370			1,480,377			6,263,836			4,435,907

(Loss) income from operations		(323,690	)		153,874			(3,685,996	)		900,585

Other income (expense):
Proceeds from life insurance		-			-			92,678			-
Amortization of deferred financing costs		(649	)		(1,359	)		(3,363	)		(4,072	)
Change in fair value of common stock warrants		5,000			37,000			95,000			288,203
Interest expense		(14,097	)		(11,620	)		(38,435	)		(46,953	)
Total other income (expense)		(9,746	)		24,021			145,880			237,178

(Loss) income before income taxes		(333,436	)		177,895			(3,540,116	)		1,137,763

Income tax expense		-			36,382			-			313,886

Net (loss) income		(333,436	)		141,513			(3,540,116	)		823,877

Preferred stock dividends		(30,667	)		-			(30,667	)		-

Net (loss) income attributable to common shareholders	$	(364,103	)	$	141,513		$	(3,570,783	)	$	823,877

Basic (loss) income per common share	$	(0.11	)	$	0.04		$	(1.10	)	$	0.25
Diluted (loss) income per common share	$	(0.11	)	$	0.03		$	(1.10	)	$	0.23

Weighted average shares outstanding:
Basic		3,255,887			3,255,887			3,255,887			3,255,887
Diluted		3,255,887			3,265,135			3,255,887			3,266,532

	Nine Months Ended
	December 31, 2017			December 31, 2016

Cash flows from operating activities:
Net (loss) income	$	(3,540,116	)	$	823,877
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Deferred income taxes		-			317,509
Depreciation and amortization		53,221			95,209
Provision for inventory obsolescence		50,000			20,000
Amortization of deferred financing costs		3,363			4,072
Change in fair value of common stock warrant		(95,000	)		(288,203	)
Non-cash stock-based compensation		23,180			24,536

Changes in assets and liabilities:
Decrease (increase) in accounts receivable		(104,375	)		396,430
(Increase) decrease in inventories		(151,145	)		185,145
Decrease (increase) in prepaid expenses & other assets		76,165			(28,774	)
Increase (decrease) in accounts payable and other accrued expenses		358,808			(299,359	)
Decrease in federal and state taxes		(4,105	)		(53,623	)
Decrease in accrued payroll, vacation pay & withholdings		(131,206	)		(224,072	)
(Decrease) increase in deferred revenues		(68,742	)		338,792
Increase in accrued legal damages		2,130,523			-
Restricted cash for appeal bond		(2,000,000	)
Decrease in other long-term liabilities		-			(7,800	)
Net cash (used in) provided by operating activities		(3,399,429	)		1,303,739

Cash flows from investing activities:
Purchases of equipment		(89,396	)		(37,070	)
Net cash used in investing activities		(89,396	)		(37,070	)

Cash flows from financing activities:
Proceeds from line of credit		800,000			-
Proceeds from issuance of preferred stock, net of expenses		2,960,000			-
Payment of warrant liability		-			(720,000	)
Repayment of long-term debt		(290,419	)		(322,894	)
Repayment of subordinated notes - related parties		-			(25,000	)
Repayment of capitalized lease obligations		(4,646	)		(9,254	)
Net cash provided by (used in) financing activities		3,464,935			(1,077,148	)

Net decrease in cash and cash equivalents		(23,890	)		189,521
Cash and cash equivalents at beginning of period		287,873			972,633
Cash and cash equivalents at end of period	$	263,983		$	1,162,154

Supplemental cash flow information:
Taxes paid	$	5,000		$	87,374
Interest paid	$	50,374		$	107,768

	December 31, 2017			March 31, 2017
Government	$	1,461,090		$	1,392,482
Commercial		207,167			171,400
Less: Allowance for doubtful accounts		(7,500	)		(7,500	)
	$	1,660,757		$	1,556,382

Three Months Ended December 31, 2017	Avionics Government		Avionics Commercial		Avionics Total		Corporate Items			Total
Net sales	$	1,825,744	$	800,049	$	2,625,793	$	-		$	2,625,793
Cost of sales		1,013,481		675,632		1,689,113		-			1,689,113
Gross margin		812,263		124,417		936,680		-			936,680

Engineering, research, and development						546,691		-			546,691
Selling, general and administrative						225,610		322,781			548,391
Litigation costs								134,765			134,765
Legal damages								30,523			30,523
Amortization of deferred financing costs						-		649			649
Change in fair value of common stock warrants						-		(5,000	)		(5,000	)
Proceeds from life insurance								-			-
Interest expense, net						-		14,097			14,097
Total expenses						772,301		497,815			1,270,116
Income (loss) before income taxes					$	164,379	$	(497,815	)	$	(333,436	)

Three Months Ended December 31, 2016	Avionics Government		Avionics Commercial		Avionics Total		Corporate Items			Total
Net sales	$	3,771,384	$	465,135	$	4,236,519	$	-		$	4,236,519
Cost of sales		2,297,157		305,111		2,602,268		-			2,602,268
Gross margin		1,474,227		160,024		1,634,251		-			1,634,251

Engineering, research, and development						615,007		-			615,007
Selling, general and administrative						256,599		326,281			582,880
Litigation costs								282,490			282,490
Amortization of deferred financing costs						-		1,359			1,359
Change in fair value of common stock warrants						-		(37,000	)		(37,000	)
Interest expense, net						-		11,620			11,620
Total expenses						871,606		584,750			1,456,356
Income (loss) before income taxes					$	762,645	$	(584,750	)	$	177,895

Nine Months Ended December 31, 2017	Avionics Government		Avionics Commercial		Avionics Total		Corporate Items			Total
Net sales	$	5,826,763	$	2,128,272	$	7,955,035	$	-		$	7,955,035
Cost of sales		3,489,223		1,887,972		5,377,195		-			5,377,195
Gross margin		2,337,540		240,300		2,577,840		-			2,577,840

Engineering, research, and development						1,691,631		-			1,691,631
Selling, general and administrative						861,795		1,019,277			1,881,072
Litigation costs								560,610			560,610
Legal damages								2,130,523			2,130,523
Amortization of deferred financing costs						-		3,363			3,363
Change in fair value of common stock warrants						-		(95,000	)		(95,000	)
Proceeds from life insurance								(92,678	)		(92,678	)
Interest expense, net						-		38,435			38,435
Total expenses						2,553,426		3,564,530			6,117,956
Income (loss) before income taxes					$	24,414	$	(3,564,530	)	$	(3,540,116	)

Nine Months Ended December 31, 2016	Avionics Government		Avionics Commercial		Avionics Total		Corporate Items			Total
Net sales	$	12,981,768	$	1,673,149	$	14,654,917	$	-		$	14,654,917
Cost of sales		8,067,636		1,250,789		9,318,425		-			9,318,425
Gross margin		4,914,132		422,360		5,336,492		-			5,336,492

Engineering, research, and development						1,783,655		-			1,783,655
Selling, general and administrative						946,589		1,096,333			2,042,922
Litigation costs								609,330			609,330
Amortization of deferred financing costs						-		4,072			4,072
Change in fair value of common stock warrants						-		(288,203	)		(288,203	)
Interest expense, net						-		46,953			46,953
Total expenses						2,730,244		1,468,485			4,198,729
Income (loss) before income taxes					$	2,606,248	$	(1,468,485	)	$	1,137,763

March 31, 2017	Level I		Level II		Level III		Total
Total Assets	$	-	$	-	$	-	$	-

Warrant liability		-		-		95,000		95,000
Total Liabilities	$	-	$	-	$	95,000	$	95,000

Level 3 Reconciliation	Balance at beginning of period		(Gains) and losses for the period (realized and unrealized)			Purchases, issuances, sales and settlements, net		Transfers in or out of Level 3		Balance at the end of period
Warrant liability	$	95,000	$	(95,000	)	$	-	$	-	$	-
Total Liabilities	$	95,000	$	(95,000	)	$	-	$	-	$	-