The accompanying notes are an integral part of the consolidated financial statements.
The accompanying notes are an integral part of the consolidated financial statements.
The accompanying notes are an integral part of the consolidated financial statements.
The accompanying notes are an integral part of the consolidated financial statements.
Notes To Consolidated Financial Statements
1. Business, Organization, and Liquidity
Business and Organization
Tel-Instrument Electronics Corp. (“Tel” 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 and over the last few years was awarded three major military contracts.
2. Summary of Significant Accounting Policies
Principles of Consolidation:
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, and include the Company and its wholly-owned subsidiary. All significant inter-company accounts and transactions have been eliminated.
Liquidity and Going Concern:
These audited consolidated financial statements have been prepared in conformity with GAAP, which contemplates continuation of the Company as a going concern. As reflected in the accompanying financial statements, for the year ended March 31, 2018, the Company incurred a net loss of $4,322,311 and used cash in operating activities of $3,337,737. As discussed in Note 20 to the Notes to the Consolidated Financial Statements, the Company has recorded estimated damages to date of $5,059,960, including interest and additional fees, as a result of the jury verdict associated with the Aeroflex litigation. The Company’s line of credit agreement expired on Mach 31, 2018. We have no commitment from any party to provide additional working capital and there is no assurance that any funding will be available as required, or if available, that its terms will be favorable or acceptable to the Company. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued.
The jury found no misappropriation of Aeroflex trade secrets but it did rule that the Company tortiously interfered with a prospective business opportunity and awarded damages. The jury also ruled that Tel tortiously interfered with Aeroflex’s non-disclosure agreements with two former Aeroflex employees. The jury also found that the former Aeroflex employees breached their non-disclosure agreements with Aeroflex. The Court conducted further hearings on the Company’s post-trial motions which sought to reduce the damages award of $2.8 million, as well as the punitive damages claim. The Court denied the Company’s motions and awarded Aeroflex an additional $2.1 million of punitive damages. The Company has filed motions in January 2018 for the Court to reconsider the 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 is in the process of filing for the appeal. The Company has posted a $2,000,000 bond for the appeal. This $2 million bond amount will remain in place during the appeal process (See Note 20). The Company believes it has solid grounds to appeal this verdict. The appeal process is 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 entered into subscription agreement pursuant to which the investor purchased an aggregate of 500,000
shares of the Company’s Series A Preferred Stock for an aggregate amount of $3 million (See Note 14 to the Notes to the Condensed Financial Statements). These funds were used to finance an appeal bond 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.
TEL-INSTRUMENT ELECTRONICS CORP.
Notes To Consolidated Financial Statements
2. Summary of Significant Accounting Policies (continued)
Revenue Recognition:
Revenues are recognized at the time of shipment to, or acceptance by the customer, provided title and risk of loss is transferred to the customer as the product price is fixed or determinable, collection of the resulting receivable is probable, evidence of an arrangement exists and product returns are reasonably estimable. Provisions, when appropriate, are made where the right to return exists.
Revenues for repairs and calibrations of the Company’s products represented 12.5% and 5.7% of sales for the years ended March 31, 2018 and 2017, respectively. These revenues are for units that are periodically returned for annual calibrations and/or for repairs after the warranty period has expired. Revenues on repairs and calibrations are recognized at the time the repaired or calibrated unit is shipped, as it is at this time that the work is completed. The Company’s terms are F.O.B. Plant, and as such, delivery has occurred, and revenue recognized, when picked up and acknowledged by a common carrier.
Shipping and handling costs charged to customers are classified as sales, and the shipping and handling costs incurred are included in cost of sales.
Payments received prior to the delivery of units or services performed are recorded as deferred revenues.
With respect to warranty revenues, upon the completion of two years from the date of sale, considered to be the warranty period, the Company offers customers an optional warranty. Amounts received for warranties are recorded as deferred revenue and recognized over the respective terms of the agreements.
Fair Value of Financial Instruments:
The Company estimates that the fair value of all financial instruments at March 31, 2018 and March 31, 2017, as defined in Financial Accounting Standards Board (“FASB”) ASC 825 “Financial Instruments”, does not differ materially, except for the items discussed below, from the aggregate carrying values of its financial instruments recorded in the accompanying consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value.
The carrying amounts reported in the consolidated balance sheets as of March 31, 2018 and March 31, 2017 for cash, accounts receivable, restricted cash used for the appeal bond, and accounts payable approximate the fair value because of the immediate or short-term maturity of these financial instruments. Each reporting period we evaluate market conditions including available interest rates, credit spreads relative to our credit rating and liquidity in estimating the fair value of our debt. After considering such market conditions, we estimate that the fair value of debt approximates its carrying value. The warrant liability is recorded at fair value.
Concentrations of Credit Risk:
Cash held in banks:
The Company maintains cash balances at a financial institution that is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to federally insured limits. At times balances may exceed FDIC insured limits. The Company has not experienced any losses in such accounts.
Accounts Receivable:
The Company’s avionics customer base is primarily comprised of airlines, distributors, and the U.S. Government. As of March 31, 2018, the Company believes it has no significant risk related to its concentration within its accounts receivable.
Inventories:
Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out basis. Inventories are written down if the estimated net realizable value is less than the recorded value. The Company reviews the carrying cost of inventories by product to determine the adequacy of reserves for obsolescence. In accounting for inventories, the Company must make estimates regarding the estimated realizable value of inventory. The estimate is based, in part, on the Company’s forecasts of future sales and age of inventory. If actual conditions are less favorable than those we have projected, we may need to increase our reserves for excess and obsolete inventories. Any increases in our reserves will adversely impact our results of operations. The establishment of a reserve for excess and obsolete inventory establishes a new cost basis in the inventory. Such reserves are not reduced until the product is sold. If we are able to sell such inventory any related reserves would be reversed in the period of sale. In accordance with industry practice, service parts inventory is included in current assets, although service parts are carried for established requirements during the serviceable lives of the products and, therefore, not all parts are expected to be sold within one year.
TEL-INSTRUMENT ELECTRONICS CORP.
Notes To Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (continued)
Equipment and Leasehold Improvements:
Office and manufacturing equipment are stated at cost, net of accumulated depreciation. Depreciation and amortization are provided on a straight-line basis over periods ranging from 3 to 5 years.
Leasehold improvements are amortized over the term of the lease or the useful life of the asset, whichever is shorter.
Maintenance, repairs, and renewals that do not materially add to the value of the equipment nor appreciably prolong its life are charged to expense as incurred.
When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is included in the Statement of Operations.
Engineering, Research and Development Costs:
Engineering, research and development costs are expensed as incurred.
Advertising Expenses:
Advertising expenses consist primarily of costs for direct advertising. The Company expenses all advertising costs as incurred, and classifies these costs under selling, general and administrative expenses. Advertising costs amounted to $1,160 and $-0- for the years ended March 31, 2018 and 2017, respectively.
Deferred Revenues:
Amounts billed in advance of the period in which the service is rendered or product delivered are recorded as deferred revenue. At March 31, 2018 and 2017, deferred revenues totaled $397,727 and $476,693, respectively. See above for additional information regarding our revenue recognition policies.
Net Income Loss per Common Share:
Basic net loss per share attributable to common stockholders is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed by dividing diluted net income by the weighted-average number of common shares outstanding during the period, including common stock equivalents, such as stock options and warrants as well as preferred stock conversions using the treasury stock method. Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period, and excludes the anti-dilutive effects of common stock equivalents.
Income Taxes
The Company accounts for income taxes using the asset and liability method described in FASB ASC 740, “Income Taxes”. Deferred tax assets arise from a variety of sources, the most significant being: a) tax losses that can be carried forward to be utilized against profits in future years; b) expenses recognized for financial reporting purposes but disallowed in the tax return until the associated cash flow occurs; and c) valuation changes of assets which need to be tax effected for book purposes but are deductible only when the valuation change is realized.
TEL-INSTRUMENT ELECTRONICS CORP.
Notes To Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (continued)
Income Taxes (continued)
Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when such differences are expected to reverse. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefit which is not more likely than not to be realized. In assessing the need for a valuation allowance, future taxable income is estimated, considering the realization of tax loss carryforwards. Valuation allowances related to deferred tax assets can also be affected by changes to tax laws, changes to statutory tax rates and future taxable income levels. In the event it was determined that the Company would not be able to realize all or a portion of our deferred tax assets in the future, we would reduce such amounts through a charge to income in the period in which that determination is made. Conversely, if we were to determine that we would be able to realize our deferred tax assets in the future in excess of the net carrying amounts, we would decrease the recorded valuation allowance through an increase to income in the period in which that determination is made. In its evaluation of a valuation allowance the Company takes into account existing contracts and backlog, and the probability that options under these contract awards will be exercised as well as sales of existing products. The Company prepares profit projections based on the revenue and expenses forecast to determine that such revenues will produce sufficient taxable income to realize the deferred tax assets.
The Company accounts for uncertainties in income taxes under ASC 740-10-50 which 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. ASC 740-10 requires that the Company determine whether the benefits of its tax positions are more-likely-than-not of being sustained upon audit based on the technical merits of the tax position. The Company recognizes the impact of an uncertain income tax position taken on its income tax return at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. The implementation of ASC 740-10 had no impact on the Company’s results of operations or financial position.
Despite the Company’s belief that its tax return positions are consistent with applicable tax laws, one or more positions may be challenged by taxing authorities. Settlement of any challenge can result in no change, a complete disallowance, or some partial adjustment reached through negotiations or litigation. Interest and penalties related to income tax matters, if applicable, will be recognized as income tax expense.
During the years ended March 31, 2018 and 2017 the Company did not incur any expense related to interest or penalties for income tax matters, and no such amounts were accrued as of March 31, 2018 and 2017. The Company’s tax years remain open for examination by the tax authorities primarily beginning 2013 through present.
Stock-based Compensation:
The Company accounts for stock-based compensation in accordance with FASB ASC 718 which requires the measurement of stock-based compensation based on the fair value of the award on the date of grant. The Company recognizes compensation cost on awards on a straight-line basis over the vesting period, typically four years. The Company estimates the fair value of each option granted using the Black-Scholes option-pricing model.
Additional information and disclosure are provided in Note 15 below.
Long-Lived Assets:
The Company assesses the recoverability of the carrying value of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future, undiscounted cash flows expected to be generated by an asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. No impairment losses have been recognized for the years ended March 31, 2018 and 2017, respectively.
Use of Estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates include income taxes, warranty claims, inventory and accounts receivable valuations.
TEL-INSTRUMENT ELECTRONICS CORP.
Notes To Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (continued)
Reclassifications:
Certain prior year amounts have been reclassified to conform to the current year presentation.
Accounts Receivable:
The Company performs ongoing credit evaluations of its customers and adjusts credit limits based on customer payment and current credit worthiness, as determined by review of their current credit information. The Company continuously monitors credit limits for and payments from its customers and maintains provision for estimated credit losses based on its historical experience and any specific customer issues that have been identified. While such credit losses have historically been within the Company’s expectation and the provision established, the Company cannot guarantee that this will continue.
Warranty Reserves:
Warranty reserves are based upon historical rates and specific items that are identifiable and can be estimated at time of sale. While warranty costs have historically been within the Company’s expectations and the provisions established, future warranty costs could be in excess of the Company’s warranty reserves. A significant increase in these costs could adversely affect the Company’s operating results for the period and the periods these additional costs materialize. Warranty reserves are adjusted from time to time when actual warranty claim experience differs from estimates. For the year ended March 31, 2018 warranty costs were $4,823 as compared to $107,735 for the year ended March 31, 2017 and are included in Cost of Sales in the accompanying statement of operations. See Note 6 for warranty reserves.
Risks and Uncertainties:
The Company’s operations are subject to a number of risks, including but not limited to changes in the general economy, demand for the Company’s products, the success of its customers, research and development results, reliance on the government and commercial markets, litigation, and the renewal of its line of credit. The Company has major contracts with the U.S. Government, which like all government contracts are subject to termination.
New Accounting Pronouncements:
Adopted
In March 2016, the FASB issued ASU No. 2016-09,
Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment
Accounting
, which includes provisions intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. The standard is effective for annual periods beginning after December 15, 2016. During the first quarter of fiscal year 2018, the Company adopted this ASU. The key effects of the adoption on the Company’s financial statements include that the Company will now recognize windfall tax benefits as deferred tax assets instead of tracking the windfall pool and recording such benefits in equity. Additionally, the Company has elected to recognize forfeitures as they occur rather than estimating them at the time of the grant.
To Be Adopted
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry specific guidance. The core principle of ASU 2014-09 is that an entity recognizes 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. In applying the new guidance, an entity will: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the contract’s performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB ASC.
TEL-INSTRUMENT ELECTRONICS CORP.
Notes To Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (continued)
New Accounting Pronouncements (continued):
To Be Adopted (continued)
In April and May 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers – Identifying Performance Obligations and Licensing”, ASU 2016-11, “Revenue Recognition and Derivatives and Hedging – Recession of SEC Guidance”, ASU 2016-12, “Revenue from Contracts with Customers – Narrow-Scope Improvements and Practical Expedients”, and ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers”. These ASUs each affect the guidance of the new revenue recognition standard in ASU 2014-09 and related subsequent ASUs. The new guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017 for public companies. Early adoption is only permitted as of annual reporting periods beginning after December 15, 2016. Entities have the option of using either a full retrospective or modified approach to adopt ASU 2014-09.
On April 1, 2018, the Company adopted the new accounting standard ASC 606, “Revenue from Contracts with Customers and all the related amendments” (“ASC 606”) to all contracts which were not completed or expired as of March 31, 2018 using the modified retrospective method. Results for reporting periods beginning after March 31, 2018 will be presented under ASC 606, while the comparative information will not be restated and will continue to be reported under the accounting standards in effect for those periods.
The Company has completed its assessment of adopting the new standard and has concluded that there will be no financial impact upon adoption and expects that the accounting for revenue recognition will be substantially the same as it is under existing guidance. The Company will provide enhanced disclosures within its financial statements, as required under the new standard, beginning with our first quarterly reporting during fiscal year 2019.
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 August 2017, the FASB issued ASU 2017-12,
Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities
(“ASU 2017-12”), which intends to improve and simplify accounting rules around hedge accounting. ASU 2017-12 refines and expands hedge accounting for both financial (i.e., interest rate) and commodity risks. In addition, it creates more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. The new guidance is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods, which will be our interim period beginning April 1, 2019. Early adoption is permitted, including adoption in any interim period after the issuance of ASU 2017-12. The adoption of ASU 2017-12 is not expected to have a material impact on the Company’s consolidated financial statements.
In May 2017, the FASB issued ASU 2017-09,
Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting
(“ASU 2017-09”), which provides clarity on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under ASC 718. The new guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods, which will be our interim period beginning April 1, 2018. Early adoption is permitted, including adoption in any interim period. The amendments should be applied prospectively to an award modified on or after the adoption date. The adoption of ASU 2017-09 is not expected to have a material impact on the Company’s consolidated financial statements.
No other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s condensed consolidated financial statements.
TEL-INSTRUMENT ELECTRONICS CORP.
Notes To Consolidated Financial Statements (Continued)
3. Accounts Receivable
The following table sets forth the components of accounts receivable:
|
|
March 31,
|
|
|
|
2018
|
|
|
2017
|
|
Government
|
|
$
|
998,522
|
|
|
$
|
1,392,482
|
|
Commercial
|
|
|
104,027
|
|
|
|
171,400
|
|
Less: Allowance for doubtful accounts
|
|
|
(7,500
|
)
|
|
|
(7,500
|
)
|
|
|
$
|
1,095,049
|
|
|
$
|
1,556,382
|
|
4. Inventories
Inventories consist of:
|
|
March 31,
|
|
|
|
2018
|
|
|
2017
|
|
Purchased parts
|
|
$
|
3,571,874
|
|
|
$
|
3,197,378
|
|
Work-in-process
|
|
|
1,051,725
|
|
|
|
1,272,235
|
|
Finished goods
|
|
|
66,335
|
|
|
|
68,566
|
|
Less: Allowance for obsolete inventory
|
|
|
(420,000
|
)
|
|
|
(330,000
|
)
|
|
|
$
|
4,269,934
|
|
|
$
|
4,208,179
|
|
Work-in-process inventory includes $956,349 and $870,448 for government contracts at March 31, 2018 and 2017, respectively.
5. Equipment and Leasehold Improvements
Equipment and leasehold improvements consist of the following:
|
|
March 31,
|
|
|
|
2018
|
|
|
2017
|
|
Leasehold Improvements
|
|
$
|
95,858
|
|
|
$
|
95,858
|
|
Machinery and equipment
|
|
|
1,657,961
|
|
|
|
1,574,058
|
|
Automobiles
|
|
|
23,712
|
|
|
|
23,712
|
|
Sales equipment
|
|
|
600,419
|
|
|
|
599,796
|
|
Assets under capitalized leases
|
|
|
637,189
|
|
|
|
637,189
|
|
Less: Accumulated depreciation & amortization
|
|
|
(2,834,376
|
)
|
|
|
(2,769,186
|
)
|
|
|
$
|
180,763
|
|
|
$
|
161,427
|
|
Depreciation and amortization expense related to the assets above for the years ended March 31, 2018 and 2017 was $70,060 and $120,160 respectively.
6. Accrued Expenses
Accrued vacation pay, deferred wages, payroll and payroll withholdings consist of the following:
|
|
March 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Accrued vacation pay
|
|
$
|
346,871
|
|
|
$
|
390,348
|
|
Accrued compensation and payroll withholdings
|
|
|
100,992
|
|
|
|
137,065
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
447,863
|
|
|
$
|
527,413
|
|
Accrued vacation pay, payroll and payroll withholdings includes $83,850 and $136,731 at March 31, 2018 and 2017, respectively, which is due to officers.
TEL-INSTRUMENT ELECTRONICS CORP.
Notes To Consolidated Financial Statements (Continued)
6. Accrued Expenses (continued)
Accrued expenses - other consist of the following:
|
|
March 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Accrued commissions
|
|
|
33,370
|
|
|
|
72,171
|
|
Accrued legal costs
|
|
|
35,996
|
|
|
|
251,459
|
|
Warranty reserve
|
|
|
111,983
|
|
|
|
188,444
|
|
Accrued – other
|
|
|
60,070
|
|
|
|
86,975
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
241,419
|
|
|
$
|
599,049
|
|
The following table provides a summary of the changes in warranty reserves for the years ended March 31, 2018 and 2017:
|
|
March 31,
|
|
|
|
2018
|
|
|
2017
|
|
Warranty reserve, at beginning of period
|
|
$
|
188,444
|
|
|
$
|
208,102
|
|
Warranty expense
|
|
|
4,823
|
|
|
|
107,735
|
|
Warranty deductions
|
|
|
(81,284
|
)
|
|
|
(127,393
|
)
|
Warranty reserve, at end of period
|
|
$
|
111,983
|
|
|
$
|
188,444
|
|
Accrued expenses – related parties consists of the following:
|
|
March 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Interest and other expenses due to the Company’s President/CEO
|
|
|
31,151
|
|
|
|
45,586
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
31,151
|
|
|
$
|
45,586
|
|
7. Income Taxes
On December 22, 2017, the U.S. Government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “TCJA”). The TJCA makes broad changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate from 35% to 21%; (2) eliminating the corporate alternative minimum tax; (3) creating a new limitation on deductible interest expense; (4) creating the base erosion and anti-abuse tax, a new minimum tax; (5) limitation on the deductibility of certain executive compensation; (6) enhancing the option to claim accelerated depreciation deductions on qualified property, and (7) changing the rules related to uses and limitations of NOLs in tax years beginning after December 31, 2017.
The TCJA reduces the corporate tax rate to 21%, effective January 1, 2018. The accounting for this portion of the TCJA has caused a reduction to the net deferred tax assets before valuation allowance of approximately $1.2 million for the year ended March 31, 2018. However, as discussed below, the Company maintains a full valuation allowance against its deferred tax assets. As a result, the $1.2 million reduction to the Company’s deferred tax assets is offset by a corresponding $1.2 million reduction in the Company’s valuation allowance, resulting in no net impact to the Company’s tax provision.
TEL-INSTRUMENT ELECTRONICS CORP.
Notes To Consolidated Financial Statements (Continued)
7. Income Taxes (continued)
Income tax (benefit) provision:
|
|
Fiscal Year Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2018
|
|
|
2017
|
|
Current:
|
|
|
|
|
|
|
Federal
|
|
$
|
-
|
|
|
$
|
(1,018
|
)
|
State and local
|
|
|
1,500
|
|
|
|
1,500
|
|
|
|
|
|
|
|
|
|
|
Total current tax provision
|
|
|
1,500
|
|
|
|
482
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
Federal
|
|
|
(65,000
|
)
|
|
|
2,643,357
|
|
State and local
|
|
|
-
|
|
|
|
276
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax provision
|
|
|
(65,000
|
)
|
|
|
2,643,633
|
|
|
|
|
|
|
|
|
|
|
Total provision
|
|
$
|
(63,500
|
)
|
|
$
|
2,644,115
|
|
The approximate values of the components of the Company’s deferred taxes at March 31, 2018 and 2017 are as follows:
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2018
|
|
|
2017
|
|
Deferred tax assets:
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
$
|
1,482,880
|
|
|
$
|
1,645,868
|
|
Tax credits
|
|
|
329,032
|
|
|
|
329,032
|
|
Charitable contributions
|
|
|
85
|
|
|
|
102
|
|
Legal damages
|
|
|
1,070,763
|
|
|
|
956,000
|
|
Allowance for doubtful accounts
|
|
|
1,587
|
|
|
|
2,561
|
|
Reserve for inventory obsolescence
|
|
|
88,878
|
|
|
|
112,671
|
|
Inventory capitalization
|
|
|
100,604
|
|
|
|
105,998
|
|
Vacation accrual
|
|
|
73,403
|
|
|
|
133,276
|
|
Warranty reserve
|
|
|
23,697
|
|
|
|
64,340
|
|
Deferred revenues
|
|
|
84,165
|
|
|
|
162,757
|
|
Stock options
|
|
|
15,801
|
|
|
|
25,494
|
|
Non-compete agreement
|
|
|
1,306
|
|
|
|
5,941
|
|
AMT credit
|
|
|
63,500
|
|
|
|
66,106
|
|
Depreciation
|
|
|
5,533
|
|
|
|
18,412
|
|
Deferred tax asset
|
|
|
3,341,234
|
|
|
|
3,628,558
|
|
Less valuation allowance
|
|
|
(3,277,734,
|
)
|
|
|
(3,628,558
|
)
|
|
|
|
|
|
|
|
|
|
Deferred tax asset, net
|
|
$
|
63,500
|
|
|
$
|
-0-
|
|
The recognized deferred tax asset is based upon the expected utilization of its benefit from future taxable income. The Company has federal net operating loss (“NOL”) carryforwards of approximately $7,018,000 as of March 31, 2018. These carryforward losses are available to offset future taxable income, and begin to expire in the year 2027. New Jersey State NOL carryforwards approximate $6,119,000 as of March 31, 2018. New Jersey State NOL carryforwards expire in 20 years, and certain of these amounts begin to expire in 2030.
TEL-INSTRUMENT ELECTRONICS CORP.
Notes To Consolidated Financial Statements (Continued)
7. Income Taxes (continued)
The foregoing amounts are management’s estimates, and the actual results could differ from those estimates. 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. It is management’s belief that the deferred tax assets is not more likely than not to be fully realized, and as a result, a valuation allowance of $3,277,734 was recorded at March 31, 2018.
A reconciliation of the income tax (benefit) provision at the statutory Federal tax rate of 31.55% to the income tax (benefit) provision recognized in the financial statements is as follows:
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Income tax (benefit) provision – statutory rate
|
|
$
|
(1,383,723
|
)
|
|
$
|
(711,344
|
)
|
Income tax expenses – state and local, net of federal benefit
|
|
|
(6,190
|
)
|
|
|
(2,404
|
)
|
Permanent items
|
|
|
11,133
|
|
|
|
12,870
|
|
Change in value of warrants – permanent difference
|
|
|
(29,973
|
)
|
|
|
(109,209
|
)
|
True-up of prior year’s deferred taxes
|
|
|
(10,228
|
)
|
|
|
(25,178
|
)
|
Valuation allowance
|
|
|
(349,875
|
)
|
|
|
3,490,778
|
|
Rate changes
|
|
|
1,697,766
|
|
|
|
(7,776
|
)
|
Other
|
|
|
7,590
|
|
|
|
(3,622
|
)
|
|
|
|
|
|
|
|
|
|
Income tax provision (benefit)
|
|
$
|
(63,500
|
)
|
|
$
|
2,644,115
|
|
8. Related Parties
Subordinated Notes
On February 22, 2010, the Company borrowed $250,000 in exchange for issuing subordinated notes to two executive officers and directors in the amount of $125,000 (individually, the “Subordinated Note” and collectively, the “Subordinated Notes”). The notes were to become due April 1, 2011 with an interest rate of 1% per month, payable on a monthly basis within 14 days of the end of each month. The holders of Subordinated Notes agreed that the Company’s failure to pay the monthly interest amounts pursuant to the terms of the February 22, 2010 Subordinated Notes will not constitute an event of default on such notes. Upon payment in full of the loan to BCA in November 2014, the Company was able to commence to pay down the principal balance of the Subordinated Notes. During fiscal year 2012, the Company’s Chairman, at the time, passed away. His surviving spouse has retained this Subordinated Note and continues to acknowledge the terms. The remaining principal balances on the notes were fully paid during the year ended March 31, 2017. The Company continues to accrue interest. Total interest expense was $3,605 and $18,736 for the years ended March 31, 2018 and 2017, respectively. Accrued interest at March 31, 2018 and 2017 was $31,151 and $45,586, respectively.
Services
The Company has obtained marketing and sales services from a brother-in-law of the Company’s CEO with the related fees and commissions amounting to $149,577 and $154,302 for the years ended March 31, 2018 and 2017, respectively.
9. Long-Term Debt
Term Loans with Bank of America
On November 13, 2014, the Company entered into a term loan in the amount of $1,200,000 with Bank of America. The proceeds from the term loan were primarily used to pay off the remaining balance of the BCA Note in the amount of $1,153,109, including accrued interest of $4,467 (see above). The term loan is for three years, and expires on November 13, 2017. The Company fully paid the loan on this date. Monthly payments were at $36,551 including interest at 6%. The term loan was collateralized by substantially all of the assets of the Company. At March 31, 2018 and March 31, 2017, the outstanding balances were $-0- and $285,810, respectively. At March 31, 2017, $285,810 was classified as current. For the years ended March 31, 2018 and 2017, the Company recorded amortization of deferred financing costs in the amount of $3,363 and $5,429, respectively. As of March 31, 2018 and March 31, 2017, the Company had unamortized deferred financing costs in the amount of $-0- and $3,363, respectively.
TEL-INSTRUMENT ELECTRONICS CORP.
Notes To Consolidated Financial Statements (Continued)
9. Long-Term Debt (continued)
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 expires 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 March 31, 2018 and March 31, 2017, the outstanding balances were $2,124 and $8,305, respectively.
The annual maturities of long-term debt for the five fiscal years subsequent to March 31, 2018 are as follows:
2019
|
|
$
|
2,124
|
|
2020
|
|
|
-
|
|
2021
|
|
|
-
|
|
2022
|
|
|
-
|
|
2023
|
|
|
-
|
|
|
|
|
|
|
Total Principal
|
|
|
2,124
|
|
Less: Current Portion
|
|
|
(2,124
|
)
|
Total Long-Term Debt
|
|
$
|
-0-
|
|
10. Line of Credit
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 Company extended until March 31, 2018. 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 5.59% at March 31, 2018. The line is collateralized by substantially all of the assets of the Company. As of March 31, 2018 and 2017, the outstanding balances were $1,000,000 and $200,000, respectively. As of March 31, 2018 the remaining availability under this line is $-0-. The Company is currently negotiating this line of credit with the bank.
11. Commitments
The Company leases its general office and manufacturing facility in East Rutherford, NJ under an operating lease agreement which expires July 31, 2016. The lease is for a five year period, beginning August 1, 2011, with a five year option in a one-story facility. In June 2016, the Company extended the lease term for another five years until August 2021. Under terms of the lease, the Company is also responsible for its proportionate share of the additional rent to include all real estate taxes, insurance, snow removal, landscaping and other building charges. The Company is also responsible for the utility costs for the premises.
The Company also leases a small office in Lawrence, Kansas under an operating lease agreement which expires June 30, 2018.
In addition, the Company has agreements to lease equipment for use in the operations of the business under operating leases.
The following is a schedule of approximate future minimum rental payments for operating leases subsequent to the year ended March 31, 2018.
|
|
Years Ended March 31,
|
|
2019
|
|
$
|
321,406
|
|
2020
|
|
|
306,153
|
|
2021
|
|
|
306,153
|
|
2022
|
|
|
127,564
|
|
2023
|
|
|
-
|
|
|
|
$
|
1,061,276
|
|
Total rent expense, including common charges related to the building as well as equipment rentals, was approximately $365,000 and $357,000 for the years ended March 31, 2018 and 2017, respectively.
The Company sponsors a 401k Plan in which employee contributions on a pre-tax basis are supplemented by matching contributions by the Company. The Company charged to operations $22,223 and $25,698 as its matching contribution to the Company’s 401k Plan for the years ended March 31, 2018 and 2017, respectively.
TEL-INSTRUMENT ELECTRONICS CORP.
Notes To Consolidated Financial Statements (Continued)
12. Capitalized Lease Obligations
The Company has entered into lease commitments for furniture and equipment that meet the requirements for capitalization. The equipment has been capitalized and shown in equipment and leasehold improvements in the accompanying balance sheets. The related obligations are also recorded in the accompanying consolidated balance sheets and are based upon the present value of the future minimum lease payments with an interest rate of 9%. The net book value of equipment acquired under capitalized lease obligations amounted to $15,280 and $20,519 at March 31, 2018 and 2017, respectively. There were no new capital lease obligations during the years ended March 31, 2018 and 2017. As of March 31, 2018 and 2017, accumulated amortization under capital leases was $621,909 and $616,670, respectively.
At March 31, 2018, future payments under capital leases are as follows over each of the next five fiscal years:
2019
|
|
$
|
7,864
|
|
2020
|
|
|
7,209
|
|
2021
|
|
|
-
|
|
2022
|
|
|
-
|
|
2023
|
|
|
--
|
|
Total minimum lease payments
|
|
|
15,073
|
|
Less amounts representing interest
|
|
|
(1,313
|
)
|
Present value of net minimum lease payments
|
|
|
13,760
|
|
Less current portion
|
|
|
(6,875
|
)
|
Long-term capital lease obligation
|
|
$
|
6,885
|
|
13. Significant Customer Concentrations
For the years ended March 31, 2018 and 2017, sales to the U.S. Government represented approximately 23% and 64%, respectively of net sales. One U.S. distributor represented 10% of sales for the year ended March 31, 2018. No individual customer represented over 10% of net sales for the years ended March 31, 2018 and 2017. No direct customer accounted for more than 10% of commercial or government net sales for the year ended March 31, 2018. One customer represented 10.3% of government sales for the year ended March 31, 2017. Our U.S. distributor accounted for 38% and 24% of commercial sales for the years ended March 31, 2018 and 2017, respectively.
Net sales to foreign customers were $2,599,808 and $1,782,646 for the years ended March 31, 2018 and 2017, respectively. All other sales were to customers located in the U.S. The following table presents net sales by U.S. and foreign countries:
|
|
2018
|
|
|
2017
|
|
United States
|
|
$
|
7,424,780
|
|
|
$
|
16,962,810
|
|
Foreign countries
|
|
|
2,599,808
|
|
|
|
1,782,646
|
|
Total Avionics Sales
|
|
$
|
10,024,588
|
|
|
$
|
18,745,456
|
|
Net sales related to any single foreign country did not comprise more than 10% of consolidated net sales. The Company had no assets outside the United States.
Receivables from the U.S. Government represented approximately 0% and 42%, respectively, of total receivables at March 31, 2018 and 2017, respectively. As of March 31, 2018, four individual customers individually represented between 14% and 18% of the Company’s outstanding accounts receivable. As of March 31, 2017, one individual customer represented 16.6% and a second customer represented 10% of the Company’s outstanding accounts receivable. No other customers represented more than 10% of outstanding accounts receivable for the years ending March 31, 2018 and 2017.
TEL-INSTRUMENT ELECTRONICS CORP.
Notes To Consolidated Financial Statements (Continued)
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 for the payment of any Court judgment and/or settlement related to the Aeroflex Wichita, Inc. litigation, working capital purposes, 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-day 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 of March 31, 2018, the Company accrued $90,667 for dividends. 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, preferred stock will now be 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.
15. Stock Option Plans
In December 2016, the Board adopted the 2016 Stock Option Plan (the “2016 Plan”) which reserved for issuance options to purchase up to 250,000 shares of its Common Stock. The stockholders approved the Plan at the January 2017 annual meeting. Shareholders had previously adopted the 2006 Stock Option Plan, under which substantially all of the options have been granted. Therefore, the Board approved the 2016 Plan, and the terms are substantially the same as under the 2006 Employees Stock Option. The 2016 Plan reserves for issuance options to purchase up to 250,000 shares of its common stock. All employees, directors and consultants are eligible to receive stock option grants under this plan. The 2016 Plan, which has a term of ten years from the date of adoption, is administered by the Board or by a committee appointed by the Board. The selection of participants, allotment of shares, and other conditions related to the grant of options, to the extent not set forth in the Plan, are determined by the Board. Options granted under the Plan are exercisable up to a period of five years from the date of grant at an exercise price which is not less than the fair market value of the common stock at the date of grant, except to a shareholder owning 10% or more of the outstanding common stock of the Company, as to which the exercise price must be not less than 110% of the fair market value of the common stock at the date of grant. Options, for the most part, are exercisable on a cumulative basis, 20% at or after each of the first, second, and third anniversary of the grant and 40% after the fourth year anniversary.
TEL-INSTRUMENT ELECTRONICS CORP.
Notes To Consolidated Financial Statements (Continued)
15. Stock Option Plans (continued)
The fair value of each option awarded is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. Expected volatilities are based on historical volatility of Common Stock. The expected life of the options granted represents the period of time from date of grant to expiration (5 years). The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant. There were no stock options granted for the year ended March 31, 2017. The per share weighted-average fair value of stock options granted for the year ended March 31, 2018 was $1.56 on the date of grant using the Black Scholes option-pricing model with the following assumptions:
|
|
Dividend
|
|
|
Risk-free
|
|
|
|
|
|
|
|
|
Yield
|
|
|
Interest rate
|
|
|
Volatility
|
|
|
Life
|
2018
|
|
|
0.0%
|
|
|
|
2.39%
|
|
|
|
51.33%
|
|
|
5 years
|
A summary of the status of the Company’s stock option plans for the fiscal years ended March 31, 2018 and 2017 and changes during the years are presented below (in number of options):
|
|
Number of
Options
|
|
|
Average
Exercise Price
|
|
Average Remaining
Contractual Term
|
|
|
Aggregate
Intrinsic Value
|
|
Outstanding options at April 1, 2016
|
|
|
85,000
|
|
|
$
|
5.33
|
|
|
|
|
|
|
Options granted
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
Options exercised
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
Options canceled/forfeited
|
|
|
(6,000
|
)
|
|
$
|
6.34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding options at March 31, 2017
|
|
|
79,000
|
|
|
$
|
5.26
|
|
2.5 years
|
|
|
$
|
28,900
|
|
Options granted
|
|
|
7,500
|
|
|
$
|
3.31
|
|
|
|
|
|
|
|
Options exercised
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
Options canceled/forfeited
|
|
|
(14,000
|
)
|
|
$
|
4.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding options at March 31, 2018
|
|
|
72,500
|
|
|
$
|
5.26
|
|
2.0 years
|
|
|
$
|
-0-
|
|
Vested Options:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2018:
|
|
|
24,000
|
|
|
$
|
5.67
|
|
1.5 years
|
|
|
$
|
-0-
|
|
March 31, 2017:
|
|
|
33,800
|
|
|
$
|
4.59
|
|
1.9 years
|
|
|
$
|
28,460
|
|
Remaining options available for grant were 242,500 and 250,000 as of March 31, 2018 and 2017, respectively.
For the years ended March 31, 2018 and 2017, the unamortized compensation expense for stock options was $38,288 and $60,819, respectively. Unamortized compensation expense is expected to be recognized over a weighted-average period of approximately 1 year.
A summary of the Company’s non-vested shares as of March 31, 2018 and changes during the year ended March 31, 2017 is presented below:
Non-vested Shares
|
|
Shares
|
|
|
Weighted-Average
Grant-Date
Fair value
|
|
|
|
|
|
|
|
|
Non-vested at April 1, 2017
|
|
|
45,600
|
|
|
$
|
5.76
|
|
Granted
|
|
|
7,500
|
|
|
$
|
3.31
|
|
Vested
|
|
|
(11,400
|
)
|
|
$
|
5.73
|
|
Forfeited
|
|
|
(3,200
|
)
|
|
$
|
5.85
|
|
Non-vested at March 31, 2018
|
|
|
38,500
|
|
|
$
|
5.28
|
|
The compensation cost that has been charged was $30,273 and $32,714 for the fiscal years ended March 31, 2018 and 2017, respectively.
TEL-INSTRUMENT ELECTRONICS CORP.
Notes To Consolidated Financial Statements (Continued)
16. Net Diluted Income (Loss) per Share
Net income (loss) per share has been computed according to FASB ASC 260, “Earnings per Share,” which requires a dual presentation of basic and diluted earnings (loss) per share (“EPS”). Basic EPS represents net (loss) income 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 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. 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.
|
|
March 31, 2018
|
|
|
March 31, 2017
|
|
Basic net loss per share computation:
|
|
|
|
|
|
|
Net loss
|
|
$
|
(4,322,311
|
)
|
|
$
|
(4,759,439
|
)
|
Preferred dividends
|
|
|
(90,667
|
)
|
|
|
-
|
|
Net loss attributable to common shareholders
|
|
|
(4,412,978
|
)
|
|
|
(4,759,439
|
)
|
Weighted-average common shares outstanding
|
|
|
3,255,887
|
|
|
|
3,255,887
|
|
Basic net loss per share
|
|
$
|
(1.36
|
)
|
|
$
|
(1.46
|
)
|
Diluted net loss per share computation
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(4,322,311
|
)
|
|
$
|
(4,759,439
|
)
|
Change in fair value of warrants
|
|
|
-
|
|
|
|
(103,000
|
)
|
Preferred dividends
|
|
|
(90,667
|
)
|
|
|
-
|
|
Diluted loss
|
|
|
(4,412,978
|
)
|
|
|
(4,862,439
|
)
|
Weighted-average common shares outstanding
|
|
|
3,255,887
|
|
|
|
3,255,887
|
|
Incremental shares attributable to the assumed exercise
of outstanding stock options and warrants
|
|
|
-
|
|
|
|
10,955
|
|
Total adjusted weighted-average shares
|
|
|
3,255,887
|
|
|
|
3,266,842
|
|
Diluted net loss per share
|
|
$
|
(1.36
|
)
|
|
$
|
(1.49
|
)
|
The following table summarizes securities that, if exercised, would have an anti-dilutive effect on earnings per share:
|
|
March 31, 2018
|
|
|
March 31, 2017
|
|
Convertible preferred stock
|
|
|
1,030,222
|
|
|
|
-
|
|
Stock options
|
|
|
72,500
|
|
|
|
61,000
|
|
Warrants
|
|
|
50,000
|
|
|
|
-
|
|
|
|
|
1,152,222
|
|
|
|
61,000
|
|
TEL-INSTRUMENT ELECTRONICS CORP.
Notes To Consolidated Financial Statements (Continued)
17. 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. Segment assets include accounts receivable and work-in-process inventory. Asset information, other than accounts receivable and work-in-process inventory, is not reported, since the Company does not produce such information internally. All long-lived assets are located in the U.S.
The tables below present information about reportable segments for the years ended March 31:
|
|
Avionics
|
|
|
Avionics
|
|
|
Avionics
|
|
|
Corporate/
|
|
|
|
|
2018
|
|
Government
|
|
|
Commercial
|
|
|
Total
|
|
|
Reconciling Items
|
|
|
Total
|
|
Net sales
|
|
$
|
7,395,724
|
|
|
$
|
2,628,864
|
|
|
$
|
10,024,588
|
|
|
$
|
-
|
|
|
$
|
10,024,588
|
|
Cost of Sales
|
|
|
4,537,216
|
|
|
|
2,357,563
|
|
|
|
6,894,779
|
|
|
|
-
|
|
|
|
6,894,779
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Margin
|
|
|
2,858,508
|
|
|
|
271,301
|
|
|
|
3,129,809
|
|
|
|
-
|
|
|
|
3,129,809
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Engineering, research, and development
|
|
|
|
|
|
|
|
|
|
|
2,275,508
|
|
|
|
-
|
|
|
|
2,275,508
|
|
Selling, general, and administrative
|
|
|
|
|
|
|
|
|
|
|
1,112,191
|
|
|
|
1,379,625
|
|
|
|
2,491,816
|
|
Litigation expenses
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
610,125
|
|
|
|
610,125
|
|
Legal damages
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
2,159,000
|
|
|
|
2,159,000
|
|
Amortization of deferred financing costs
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
3,363
|
|
|
|
3,363
|
|
Change in fair value of common stock warrant
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
(95,000
|
)
|
|
|
(95,000
|
)
|
Proceeds from life insurance
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
(92,678
|
)
|
|
|
(92,678
|
)
|
Interest income
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
(866
|
)
|
|
|
(866
|
)
|
Interest expense, net
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
164,352
|
|
|
|
164,352
|
|
|
|
|
|
|
|
|
|
|
|
|
3,387,699
|
|
|
|
4,127,921
|
|
|
|
7,515,620
|
|
Income (loss) before income taxes
|
|
|
|
|
|
|
|
|
|
$
|
(257,890
|
)
|
|
$
|
(4,127,921
|
)
|
|
$
|
(4,385,811
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Assets
|
|
$
|
4,873,736
|
|
|
$
|
491,247
|
|
|
$
|
5,364,983
|
|
|
$
|
2,735,796
|
|
|
$
|
8,100,779
|
|
TEL-INSTRUMENT ELECTRONICS CORP.
Notes To Consolidated Financial Statements (Continued)
17. Segment Information (continued)
|
|
Avionics
|
|
|
Avionics
|
|
|
Avionics
|
|
|
Corporate/
|
|
|
|
|
2017
|
|
Government
|
|
|
Commercial
|
|
|
Total
|
|
|
Reconciling Items
|
|
|
Total
|
|
Net sales
|
|
$
|
16,531,913
|
|
|
$
|
2,213,543
|
|
|
$
|
18,745,456
|
|
|
$
|
-
|
|
|
$
|
18,745,456
|
|
Cost of Sales
|
|
|
10,363,318
|
|
|
|
1,698,023
|
|
|
|
12,061,341
|
|
|
|
-
|
|
|
|
12,061,341
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Margin
|
|
|
6,168,595
|
|
|
|
515,520
|
|
|
|
6,684,115
|
|
|
|
-
|
|
|
|
6,684,115
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Engineering, research, and development
|
|
|
|
|
|
|
|
|
|
|
2,430,322
|
|
|
|
-
|
|
|
|
2,430,322
|
|
Selling, general, and administrative
|
|
|
|
|
|
|
|
|
|
|
1,260,388
|
|
|
|
1,320,697
|
|
|
|
2,581,085
|
|
Litigation expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,244,639
|
|
|
|
1,244,639
|
|
Legal damages
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,800,000
|
|
|
|
2,800,000
|
|
Amortization of deferred financing costs
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
5,429
|
|
|
|
5,429
|
|
Change in fair value of common stock warrant
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
(321,203
|
)
|
|
|
(321,203
|
)
|
Interest expense, net
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
59,167
|
|
|
|
59,167
|
|
|
|
|
|
|
|
|
|
|
|
|
3,690,710
|
|
|
|
5,108,729
|
|
|
|
8,799,439
|
|
Income (loss) before income taxes
|
|
|
|
|
|
|
|
|
|
$
|
2,993,405
|
|
|
$
|
(5,108,729
|
)
|
|
$
|
(2,115,324
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Assets
|
|
$
|
4,264,168
|
|
|
$
|
1,500,393
|
|
|
$
|
5,764,561
|
|
|
$
|
671,387
|
|
|
$
|
6,435,948
|
|
18. Quarterly Results of Operations (Unaudited)
Quarterly consolidated data for the years ended March 31, 2018 and 2017 is as follows:
|
|
Quarter Ended
|
|
FY 2018
|
|
June 30
|
|
|
September 30
|
|
|
December 31
|
|
|
March 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
3,542,077
|
|
|
$
|
1,787,165
|
|
|
$
|
2,625,793
|
|
|
$
|
2,069,553
|
|
Gross margin
|
|
|
1,241,290
|
|
|
|
399,870
|
|
|
|
936,680
|
|
|
|
551,969
|
|
Loss before income taxes
|
|
|
(286,091
|
)
|
|
|
(2,920,589
|
)
|
|
|
(333,436
|
)
|
|
|
(845,695
|
)
|
Net loss
|
|
|
(286,091
|
)
|
|
|
(2,920,589
|
)
|
|
|
(333,436
|
)
|
|
|
(782,195
|
)
|
Net loss attributable to common shareholders
|
|
|
(286,091
|
)
|
|
|
(2,920,589
|
)
|
|
|
(364,103
|
)
|
|
|
(842,195
|
)
|
Basic income (loss) per share
|
|
|
(0.09
|
)
|
|
|
(0.90
|
)
|
|
|
(0.11
|
)
|
|
|
(0.26
|
)
|
Diluted income (loss) per share
|
|
|
(0.12
|
)
|
|
|
(0.90
|
)
|
|
|
(0.11
|
)
|
|
|
(0.26
|
)
|
FY 2017
|
|
June 30
|
|
|
September 30
|
|
|
December 31
|
|
|
March 31
|
|
Net sales
|
|
$
|
5,342,369
|
|
|
$
|
5,076,029
|
|
|
$
|
4,236,519
|
|
|
$
|
4,090,539
|
|
Gross margin
|
|
|
1,876,653
|
|
|
|
1,825,588
|
|
|
|
1,634,251
|
|
|
|
1,347,623
|
|
Income (loss) before taxes
|
|
|
578,053
|
|
|
|
381,815
|
|
|
|
177,895
|
|
|
|
(3,253,087
|
)
|
Net income (loss)
|
|
|
410,309
|
|
|
|
272,055
|
|
|
|
141,513
|
|
|
|
(5,583,316
|
)
|
Basic income (loss) per share
|
|
|
0.13
|
|
|
|
0.08
|
|
|
|
0.04
|
|
|
|
(1.71
|
)
|
Diluted income (loss) per share
|
|
|
0.10
|
|
|
|
0.07
|
|
|
|
0.03
|
|
|
|
(1.72
|
)
|
TEL-INSTRUMENT ELECTRONICS CORP.
Notes To Consolidated Financial Statements (Continued)
19. Fair Value Measurements
FASB ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and prescribes disclosures about fair value measurements.
As defined in ASC 820, 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 observability of those inputs. ASC 820 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 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.
The valuation techniques that may be used to measure fair value are 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 carrying value of the Company’s borrowings is a reasonable estimate of its fair value as borrowings under the Company’s credit facility have variable rates that reflect currently available terms and conditions for similar debt.
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.
The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as of March 31, 2018 and March 31, 2017. As required by FASB ASC 820, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
TEL-INSTRUMENT ELECTRONICS CORP.
Notes To Consolidated Financial Statements (Continued)
19. Fair Value Measurements (continued)
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.
March 31, 2018
|
|
Level I
|
|
|
Level II
|
|
|
Level III
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant Liability
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Total Liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
March 31, 2017
|
|
Level I
|
|
|
Level II
|
|
|
Level III
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant Liability
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
95,000
|
|
|
$
|
95,000
|
|
Total Liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
95,000
|
|
|
$
|
95,000
|
|
ASC 815, “Derivatives and Hedging” 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 for the years ended March 31, 2018 and 2017 as well as the unrealized gains or losses included in income.
|
|
March 31, 2018
|
|
|
March 31, 2017
|
|
Fair value, at beginning of period
|
|
$
|
95,000
|
|
|
$
|
1,136,203
|
|
|
|
|
|
|
|
|
|
|
New purchases and issuances
|
|
|
-
|
|
|
|
-
|
|
Sales and settlements
|
|
|
-
|
|
|
|
(720,000
|
)
|
Change in fair value
|
|
|
(95,000
|
)
|
|
|
(321,203
|
)
|
|
|
|
|
|
|
|
|
|
Fair value, at end of period
|
|
$
|
-
|
|
|
$
|
95,000
|
|
The common stock warrants were not issued with the intent of effectively hedging any future cash flow, fair value of any asset, liability or any net investment in a foreign corporation. The warrants do not qualify for hedge accounting, and, as such, all changes in the fair value of these warrants are recognized as other income/expense in the statement of operations until such time as the warrants are exercised or expire. Since these common stock warrants do not trade in an active securities market, the Company recognized a warrant liability and estimated the fair value of these warrants using the Black-Scholes options model until the payment of the loan in November 2014.
The holder has the right, exercisable at any time, in writing (the “Warrant Put Notice”), to cause the Company, subject to the terms and conditions hereof, to purchase from the holder all, or any portion, of the warrant for the warrant put repurchase price (the “Repurchase Price”). The Repurchase Price is the greater of 1) Adjusted EBITDA (as defined below) per share as of the date of the Warrant Put Notice, less $0.01, multiplied by the number of warrants or 2) the product of the current market price per share as of the date of the Warrant Put Notice, less the purchase price of the warrant or warrants, multiplied by the number of warrants, if this amount is higher. “Adjusted EBITDA” means EBITDA, multiplied by 5, plus cash and cash equivalents less unpaid debt divided by the number of shares outstanding on a fully diluted basis.
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 warrants was $-0- at March 31, 2018 as compared to $95,000 at March 31, 2017.
During May 2016, BCA Mezzanine Fund LLP (“BCA”) informed the Company that BCA has elected to exercise its “put option”, thereby requiring the Company to purchase all the warrants held by BCA. Total warrants were to purchase a total of 236,920 shares of the Company’s common stock. The value of the warrants for the 236,920 shares of the Company’s common stock at the time of exercise was $720,000, and the Company paid this amount using cash from operations in August 2016, thereby extinguishing the warrant liability with BCA. The warrant liability for these warrants was $-0- at March 31, 2018 and 2017, respectively.
TEL-INSTRUMENT ELECTRONICS CORP.
Notes To Consolidated Financial Statements (Continued)
20. Litigation
Contingencies are recorded in the 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). 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 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.
TEL-INSTRUMENT ELECTRONICS CORP.
Notes To Consolidated Financial Statements (Continued)
20. Litigation (continued)
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 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 was held. The Judge rejected all of our arguments and declined to order a new trial. We filed the appeal document the week of May 28. The Company has posted a $2,000,000 bond. This $2 million bond amount will remain in place during the appeal process (See Note 5). The Company believes it has solid grounds to appeal this verdict. The appeal process is anticipated to take several years to complete.
On July 5, 2018, Plaintiff Aeroflex Wichita, Inc. filed a Notice of Cross-Appeal which is contingent in nature in that it seeks a review of all adverse rulings relating to its Motion for Relief and Sanctions; Defendants’ Motions for Summary Judgment; determining that certain matters were not trade secrets; Defendants’ joint and several liability; preemption under the Kansas Uniform Trade Secrets Act; motions in limine; motions for judgment as a matter of law; jury instructions; admission of evidence over its objections; and all other ruling adverse to it
only if
the court reverses the jury verdict and judgment. Aeroflex Wichita also reserved the right to ask the reviewing court to order a new trial either on damages alone or on liability for all claims. This reservation of rights is also contingent upon a finding of the appellate court which would reverse the jury verdict and judgment. Aeroflex Wichita filed its Docketing Statement the same day.
On July 11, 2018, the Court of Appeals entered an Order of Referral to Mediation and Order to Stay. The Company’s case was selected to participate in the Kansas Court of Appeals Appellate Mediation pilot program. Participation in the program is voluntary, either party may opt out of participation. If either party opts out, the order staying the case would be lifted and the appeal would proceed under normal procedures. If neither party opts out, the parties are to report about the selection of a mediator by July 25
th
and conduct a mediation no later than August 24, 2018.
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.