The following discussion and analysis of the Company's historical results of operations and liquidity and capital resources should be read in conjunction with the unaudited consolidated financial statements of the Company and notes thereto appearing elsewhere herein. The following discussion and analysis also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors. See "Forward Looking Statements," below.





Forward-Looking Statements

In addition to historical information this Quarterly Report contains forward-looking statements regarding future events relating to such matters as anticipated financial performance, business prospects, technological developments, new products, research and development activities and similar matters. The Private Securities Litigation Reform Act of 1995, the Securities Act of 1933 and the Securities Exchange Act of 1934 provide safe harbors for forward-looking statements. In order to comply with the terms of these safe harbors, the Company notes that a variety of factors could cause the Company's actual results and experience to differ materially and adversely from the anticipated results or other expectations expressed in the Company's forward-looking statements. The risks and uncertainties that may affect the operation, performance, development and results of the Company's business include, but are not limited to, those matters discussed herein in the section entitled Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations. The words "believe," "expect," "anticipate," "project," "target," "intend," "plan," "seek," "estimate," "endeavor," "should," "could," "may" and similar expressions are intended to identify forward-looking statements. In addition, any statements that refer to projections for our future financial performance, our anticipated growth trends in our business and other characterizations of future events or circumstance are forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission, including without limitation, the Company's Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 31, 2022 (See Item 1 - Business; Item 1A - Risk Factors; Item 3 - Legal Proceedings and Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations).





General

The Company was incorporated in November 1988, under the laws of Delaware as GPS Acquisition Corp. for the purpose of acquiring the business of Blonder-Tongue Laboratories, Inc., a New Jersey corporation, which was founded in 1950 by Ben H. Tongue and Isaac S. Blonder to design, manufacture and supply a line of electronics and systems equipment principally for the private cable industry. Following the acquisition, the Company changed its name to Blonder Tongue Laboratories, Inc. The Company completed the initial public offering of its shares of common stock in December 1995.

Today, the Company is a technology-development and manufacturing company that delivers a wide range of products and services to the telecommunications, cable entertainment and media industry. For 70 years, Blonder Tongue/Drake products have been deployed in a long list of locations, including lodging/hospitality, multi-dwelling units/apartments, broadcast studios/networks, universities/schools, healthcare/hospitals, fitness centers, government facilities/offices, prisons, airports, sports stadiums/arenas, entertainment venues/casinos, retail stores, and small-medium businesses. These applications are variously described as small and medium sized businesses in commercial, institutional or enterprise environments, and will be referred to herein collectively as "SMB". The customers we serve include business entities installing private video and data networks in these environments, whether they are the largest cable television operators, telco or satellite providers, integrators, architects, engineers or the next generation of Internet Protocol Television ("IPTV") streaming video providers. The technology requirements of these markets change rapidly, and the Company's research and development team is continually delivering high performance-lower cost solutions to meet customers' needs.

The Company's strategy is focused on providing a wide range of products to meet the needs of the SMB environments described above, including lodging/hospitality, multi-dwelling units/apartments, broadcast studios/networks, universities/schools, healthcare/hospitals, fitness centers, government facilities/offices, prisons, airports, sports stadiums/arenas, entertainment venues/casinos, retail stores, and small-medium businesses, and to provide offerings that are optimized for an operator's existing infrastructure, as well as the operator's future strategy. A key component of this growth strategy is to provide products that deliver the latest technologies (such as IPTV and digital 4K, UHD, HD and SD video content) and have a high performance-to-cost ratio.





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In 2019, the Company initiated a consumer premise equipment ("CPE") sales initiative. The products sold in 2019 comprise primarily Android-based IPTV set top boxes to the Tier 2 and Tier 3 cable and telecommunications service providers. Although this strategic initiative was designed to secure an in-home position with the Company's product offerings, and direct relationships with a wide range of service providers, and increase sales of the Company's Telecom and SMB products by the BT Premier Distributors to those same service providers, it was decided in 2021, to de-emphasize this strategy due to the low gross margin of this initiative and global semiconductor supply chain limitations. The CPE Product initiative achieved sales to over 75 different telco, municipal fiber and cable operators and accounted for approximately 7% and 25% of the Company's 2021 and 2020 revenues, respectively, although its contribution to net income has not had a material impact on the Company's performance.

Like many businesses throughout the United States and the world, the Company has been affected by the COVID-19 pandemic. Because there are daily, weekly and monthly developments regarding the outbreak, we are continually assessing the current and anticipated future effects on our business, including how these developments are impacting or may impact our customers, employees and business partners. In our core SMB business, we have experienced a noticeable decline in sales. From March 2020 through Q3 of 2021 many of our customers significantly reduced their business operations. In our CPE business we have experienced a more substantial reduction in sales, again as a result of our customers' significant decrease in their business activities coupled with expected supply chain constraints. During and since Q3 2021, the Company has seen our customers, in general, begin to recover their business operations at the same time as the Company began to see global disruptions in semiconductor supply chain, which is a major raw material component of the products the Company designs, manufactures and sells. With uncertainties surrounding the extent to which the COVID-19 outbreak will affect the economy generally, and our customers and business partners in particular, it is impossible for us to predict when conditions will improve to the point that we can reasonably forecast when our sales and product shipments might return to historical levels. Since 2019, we have taken steps to reduce and are currently taking additional steps to significantly reduce our expenses, including adjustments in our staffing (in the form of furloughs) and reductions in manufacturing activities, which we believe will improve our ability to continue our operations at current levels and meet our obligations to our customers.

The Company's manufacturing is allocated primarily between its facility in Old Bridge, New Jersey ("Old Bridge Facility") and key contract manufacturing located in the People's Republic of China ("PRC") as well as South Korea, Taiwan and Ohio. The Company currently manufactures most of its digital products, including the NXG product line and latest encoder, transcoder and EdgeQAM collections at the Old Bridge Facility. Since 2007 the Company has transitioned and continues to manufacture certain high-volume, labor intensive products, including many of the Company's analog and other products, in the PRC, pursuant to manufacturing agreements that govern the production of products that may from time to time be the subject of purchase orders submitted by (and in the discretion of) the Company. Although the Company does not currently anticipate the transfer of any additional products to the PRC or other countries for manufacture, the Company may do so if business and market conditions make it advantageous to do so. Manufacturing products both at the Company's Old Bridge Facility as well as in the PRC, South Korea, Taiwan and Ohio enables the Company to realize cost reductions while maintaining a competitive position and time-to-market advantage.





Results of Operations

Third three months of 2022 Compared with third three months of 2021

Net Sales. Net sales increased $1,090,000, or 26.1%, to $5,262,000 in the third three months of 2022 from $4,172,000 in the third three months of 2021. The increase is primarily attributable to an increase in sales of DOCSIS data products, NXG IP video signal processing products and coax distribution products, offset by a decrease in sales of CPE products. Sales of DOCSIS data products were $951,000 and $326,000, NXG IP video signal processing products were $1,028,000 and $420,000, coax distribution products were $537,000 and $311,000 and CPE products were $2,000 and $113,000, in the second three months of 2022 and 2021, respectively. The Company experienced an increase in DOCSIS data products due to the pent-up demand caused by the pandemic as these products are used primarily in the hospitality and assisted-living environments. The Company expects sales of these products to remain at these levels during the remainder of 2022. The Company experienced an increase in NXG IP video signal processing products as these product lines represent newer products and newer technologies with higher demand from customers. The Company expects sales of these product lines to remain at these levels or increase during the remainder of 2022. The Company experienced a reduction in CPE products due to the continued deemphasis of this product line, which the Company expects to continue during the remainder of 2022. Although the Company does not expect overall sales to return to pre pandemic levels during 2022, the Company does expect overall sales to be higher during 2022, due to approximately $7,167,000 of sales backlog at September 30, 2022.





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Cost of Goods Sold. Cost of goods sold increased to $3,854,000 for the third three months of 2022 from $2,673,000 for the third three months of 2021 and increased as a percentage of sales to 73.2% from 64.1%. The increase is primarily attributable to lower margins relating to unfavorable product mix, as well as increased overhead costs due to manufacturing inefficiencies caused by previously mentioned supply chain constraints. The Company expects cost of goods sold to decrease during the remainder of 2022 due to product mix since both encoder/transcoder and NXG sales have substantially lower costs of sales. The Company also expects cost of goods sold to decrease during the remainder of 2022 as overhead costs stabilize.

Selling Expenses.Selling expenses decreased to $481,000 for the third three months of 2022 from $642,000 in the third three months of 2021 and decreased as percentage of sales to 9.1% for the third three months of 2022 from 15.4% for the third three months of 2021. The $161,000 decrease was primarily the result of a decrease in salaries and fringe benefits due to a decrease in head count of $137,000.

General and Administrative Expenses. General and administrative expenses increased to $1,020,000 for the third three months of 2022 from $900,000 for the third three months of 2021 but decreased as a percentage of sales to 19.4% for the third three months of 2022 from 21.6% for the third three months of 2021. The $120,000 increase was primarily the result of an increase in salaries and fringe benefits of $195,000 offset by a decrease in professional fees of $64,000 and a decrease in director fees of $45,000.

Research and Development Expenses. Research and development expenses decreased to $382,000 in the third three months of 2022 from $660,000 in the third three months of 2021 and decreased as a percentage of sales to 7.3% for the third three months of 2022 from 15.8% for the third three months of 2021. This $278,000 decrease is primarily the result of a decrease in salaries and fringe benefits of $230,000 due to decreased head count.

Operating Loss. Operating loss of $(475,000) for the third three months of 2022 represents a decrease from the operating loss of $(703,000) for the third three months of 2021. Operating loss as a percentage of sales was (9.0)% in the third three months of 2022 compared to (16.9)% in the third three months of 2021.

Other income. Other income decreased to zero in the third three months of 2022 from $608,000 in the third three months of 2021. The decrease is the result of the accrual of the payroll tax credit through the Employee Retention Tax Credit for the third quarter of 2021. This program ended in the third quarter of 2021.

Interest Expense.Interest expense increased to $228,000 in the third three months of 2022 from $117,000 in the third three months of 2021. The increase is primarily the result of higher average borrowing and a higher interest rate under the MidCap facility.

First nine months of 2022 Compared with first nine months of 2021

Net Sales. Net sales increased $1,076,000, or 9.2%, to $12,837,000 in the first nine months of 2022 from $11,761,000 in the first nine months of 2021. The increase is primarily attributable to an increase in sales of DOCSIS data products, NXG IP video signal processing products and encoder/transcoder products offset by a decrease in sales of CPE products and analog modulation products. Sales of DOCSIS data products were $2,091,000 and $634,000, NXG IP video signal processing products were $1,994,000 and $1,311,000, encoder/transcoder products were $5,858,000 and $5,349,000, CPE products were $29,000 and $1,096,000 and analog modulation products were $317,000 and $657,000 in the first nine months of 2022 and 2021, respectively. The Company experienced an increase in DOCSIS data products due to the pent-up demand caused by the pandemic as these products are used primarily in the hospitality and assisted-living environments. The Company expects sales of these products may to remain at this level during the remainder of 2022. The Company experienced an increase in NXG IP video signal processing products as these product lines represent newer products and newer technologies with higher demand from customers. The Company expects sales of these product lines to remain at these levels or increase during the remainder of 2022. The Company experienced an increase in encoder/transcoder products as these product lines represent newer products and newer technologies with higher demand from customers. The Company expects sales of these product lines to remain at these levels or increase during the remainder of 2022. The Company experienced a reduction in CPE products due to the continued deemphasis of this product line, which the Company expects to continue during the remainder of 2022. The Company experienced a reduction in analog modulation products due to the continued market shifting away from analog modulation solutions. The Company expects the sales of the analog modulation products to continue to decline during the remainder of 2022. Although the Company does not expect overall sales to return to pre pandemic levels during 2022, the Company does expect overall sales to be higher during 2022, due to approximately $7,167,000 of sales backlog at September 30, 2022.





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Cost of Goods Sold. Cost of goods sold increased to $9,430,000 for the first nine months of 2022 from $7,272,000 for the first nine months of 2021 and increased as a percentage of sales to 73.5% from 61.8%. The increase is primarily attributable to lower margins relating to unfavorable product mix, as well as increased overhead costs due to manufacturing inefficiencies caused by previously mentioned supply chain constraints. The Company expects cost of goods sold to decrease during the remainder of 2022 due to product mix since both encoder/transcoder and NXG sales have substantially lower costs of sales. The Company also expects cost of goods sold to decrease during the remainder of 2022 as overhead costs stabilize.

Selling Expenses.Selling expenses decreased to $1,518,000 for the first nine months of 2022 from $1,807,000 in the first nine months of 2021 and decreased as percentage of sales to 11.8% for the first nine months of 2022 from 15.4% for the first nine months of 2021. The $289,000 decrease was primarily the result of a decrease in salaries and fringe benefits due to a decrease in head count of $320,000, offset by an increase in freight expense of $38,000.

General and Administrative Expenses. General and administrative expenses decreased to $2,925,000 for the first nine months of 2022 from $2,944,000 for the first nine months of 2021 and decreased as a percentage of sales to 22.8% for the first nine months of 2022 from 25.0% for the first nine months of 2021. The $19,000 decrease was primarily the result of a decrease in director fees of $140,000.

Research and Development Expenses. Research and development expenses decreased to $1,421,000 in the first nine months of 2022 from $1,921,000 in the first nine months of 2021 and decreased as a percentage of sales to 11.1% for the first nine months of 2022 from 16.3% for the first nine months of 2021. This $500,000 decrease is primarily the result of a decrease in salaries and fringe benefits of $369,000 due to decreased head count and a reduction in department supplies (engineering prototypes) of $59,000.

Operating Loss. Operating loss of $(2,457,000) for the first nine months of 2022 represents a decrease from the operating loss of $(2.183,000) for the first nine months of 2021. Operating loss as a percentage of sales was (19.1) % in the first nine months of 2022 compared to (18.6) % in the first nine months of 2021.

Other income. Other income decreased to zero in the first nine months of 2022 from $1,185,000 in the first nine months of 2021. The decrease is the result of the accrual of the payroll tax credit through the Employee Retention Tax Credit for the first second and third quarters of 2021.

Interest Expense.Interest expense increased to $553,000 in the first nine months of 2022 from $379,000 in the first nine months of 2021. The increase is primarily the result of higher average borrowing and higher interest rates under the MidCap facility.

Liquidity and Capital Resources

As of September 30, 2022 and December 31, 2021, the Company's working (deficit) capital was $(231,000) and $1,618,000, respectively. The decrease in working capital was primarily due to an increase in the revolving line of credit.

The Company's net cash used in operating activities for the nine-month period ended September 30, 2022 was $1,592,000 primarily due to the net loss of $3,010,000 and an increase in accounts receivable of $1,387,000 offset by adjustments to reconcile net income to cash used in operating activities of $1,409,000 and an increase in accounts payable, accrued expenses and income taxes payable of $1,246,000. The Company's net cash used in operating activities for the nine-month period ended September 30, 2021 was $627,000 primarily due to net income of $987,000, an increase in accounts payable and accrued expenses of $342,000, offset by an increase in prepaid and other current assets of $1,262,000 and adjustments to reconcile net income to cash used in operating activities of $648,000.

Cash used in investing activities for the nine-month period ended September 30, 2022 was $42,000 due to capital expenditures of $35,000 and the acquisition of licenses of $7,000. Cash used in investing activities for the nine-month period ended September 30, 2021 was $67,000, of which $12,000 was attributable to capital expenditures and $55,000 was attributable to additional license fees.





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Cash provided by financing activities was $1,527,000 for the first nine months of 2022, which was comprised of net borrowings of the line of credit of $1,918,000 offset by repayments of debt of $51,000 and repayments of promissory notes of $340,000. Cash provided by financing activities was $896,000 for the first nine months of 2021, which was comprised of borrowings under the subordinated convertible debt facility of $700,000, the net proceeds of stock issuances of $257,000, the proceeds of the exercise of stock options of $10,000 and the proceeds of the exercise of stock warrants of $61,000 offset by net borrowings of line of credit of $87,000 and repayments of debt of $45,000.

For a full description of the Company's senior secured indebtedness under the MidCap Facility and its effect upon the Company's consolidated financial position and results of operations, see Note 5 - Debt of the Notes to Condensed Consolidated Financial Statements.

The Company's primary sources of liquidity have been its existing cash balances, amounts available under the MidCap Facility and amounts available under the Subordinated Loan Facility. As of September 30, 2022, the Company had approximately $4,318,000 outstanding under the MidCap Facility and $520,000 of additional availability for borrowing under the MidCap Facility.

As previously disclosed, on February 1, 2019, the Company completed the sale of its Old Bridge Facility to Jake Brown Road, LLC (the "Buyer") and, in connection with the completion of the sale, the Company and the Buyer (as landlord) entered into a lease (the "Lease"), pursuant to which the Company continues to occupy, and conduct its manufacturing, engineering, sales and administrative functions, in the Old Bridge Facility. Also as previously disclosed, certain disagreements have arisen between the Company and the landlord with respect to the parties' interpretation of elements of the Lease, including with respect to amounts being held in escrow by the landlord, which the Company believes should either be refunded to the Company or credited against future lease payments, and the landlord's claim that the Company is obligated to pay management fees to the landlord under the Lease. Without prejudice to the Company's positions regarding these matters, and without creating any inference that the Company agrees with any of the landlord's claims or waiving any rights available to the Company under the Lease or otherwise, on May 5, 2021, the Company made payment to the landlord of $139,550.62, representing all amounts that the landlord claimed were due. The parties continue to discuss these matters in an attempt to negotiate a resolution of these disagreements. The Company, however, cannot assure you that these matters will be resolved in a manner that is favorable to the Company or that litigation might not result if a negotiated resolution is not forthcoming. On July29, 2022, the Company extended its lease by another five years, with a new termination date of January 31, 2029.

On December 31, 2019, the Company entered into a two-year sublease to a third party for 32,500 square feet of the Old Bridge Facility (the "Sublease Space") which commenced on March 1, 2020, the rental proceeds from which inure to the benefit of the Company. The sublease also provides for a one-year renewal option, which was exercised in January 2022. The sublease provides rental income approximately $284,000 in the first year, approximately $293,000 in the second year and approximately $301,000 in the third year of the sublease.

In connection with the fulfillment of certain of the Company's purchase orders, the Company was financing expediting fees charged in connection with the purchase orders by delivering a promissory note (the "Note") to the supplier of the goods, in the principal amount of approximately $630,000. The Note was unsecured and has an interest rate of 12% per annum. The Company was obligated to repay the principal balance of the note beginning in September 2021 and continuing thereafter for an additional five consecutive monthly installments on the 15th day of each successive calendar month, as follows: September 2021, $100,000, October 2021, $100,000, November 2021, $100,000, December 2021, $100,000, January 2022, $100,000 and February 2022, $140,000. Accrued interest was paid concurrently with each principal installment. The final February 2022 payment was made in April 2022.

In connection with the continued extension of credit terms, the Company entered into promissory notes (the "Notes") to three vendors of the goods, in the principal amount of approximately $866,000. The Notes are unsecured and have interest rates varying between 0% and 9% per annum. The Company is obligated to repay the principal balance of the notes beginning in June 2022 and continuing thereafter until fully paid in November 2023. As of September 30, 2022, the amount remaining under the Notes is approximately $526,000, with approximately $338,000 to be paid by December 31, 2022. Upon a default under the Notes, including the non-payment of principal or interest, the Company's obligations may be accelerated, and the Note holders may pursue their rights under the Notes and under applicable law.

As disclosed in the Company's most recent Annual Report on Form 10-K, the Company experienced a decline in sales, a reduction in working capital, a loss from operations and net cash used in operating activities, in conjunction with liquidity constraints. These factors raised substantial doubt about the Company's ability to continue as a going concern. As of September 30, 2022, the above factors still exist. Accordingly, there still exists substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.





                                       18

Beginning in the middle of 2019, the Company experienced a significant decline in its net sales of core or legacy products, which while not recovering to historical norms, stabilized during the early part of the first quarter of 2020. Beginning in February 2020, however, as the prospects of an ever-worsening outbreak of COVID-19 took hold, the Company began to experience adverse impacts to revenues across all of its product lines. Sales of the Company's products did not return to historical norms during 2021. The Company still does not anticipate that sales will recover to historical norms during 2022, due primarily to supply chain shortages related to COVID-19 impacting the Company's ability to source raw materials used in the manufacturing process. In light of these developments and as detailed below, the Company has taken significant steps during the past year, implemented in several phases, in order to manage operations through what has been a period of diminished sales levels.

As part of its efforts to improve liquidity and provide operating capital, on April 7, 2020, the Company entered into a certain Consent and Amendment to Loan Agreement and Loan Documents with Midcap (the "MidCap First Amendment"), which amended the MidCap Facility to, among other things, remove the existing $400,000 availability block, subject to the same being re-imposed at the rate of approximately $7,000 per month commencing June 1, 2020. The operative provisions relating to the removal of the availability block under the MidCap First Amendment became effective on April 8, 2020, following the consummation by the Company of the transactions contemplated by the Subordinated Loan Facility (defined below).

On April 5, 2022, the Company entered into a Ninth Amendment to Loan Agreement (the "Ninth Amendment"). Among other things, the amendment modified the Loan Agreement's definition of "Borrowing Base" so as to provide for an over-advance facility (the "2022 Over-Advance Facility") in an aggregate amount of up to $1,000,000. MidCap's agreement to enter into the Ninth Amendment was conditioned, in part, on the entry into a participation agreement between MidCap and Robert J. Pallé, a Director, and an affiliate of Mr. Pallé (the "Pallé Parties"). The terms of the Ninth Amendment and the participation agreement contemplate that any advances made by Midcap pursuant to the 2022 Over-Advance Facility would be funded by the Pallé Parties under the participation agreement. Advances under the 2022 Over-Advance Facility are subject to the discretion of MidCap and the Pallé Parties. On April 5, 2022, pursuant to the 2022 Over-Advance Facility and the participation agreement, the Pallé Parties funded an initial advance of $200,000 that was provided to the Company. Since April 5, 2022, a total of $800,000 was made by Midcap to the Company, which was funded by the Pallé Parties. Further advances may be made to the Company upon its request, subject to the discretion of MidCap and the Pallé Parties, in minimum amounts of not less than $100,000 per tranche, unless a lesser amount is agreed to by the parties. The amount advanced in each tranche will bear an interest rate of 1% per month.

On April 8, 2020, the Company, as borrower, together with Livewire Ventures, LLC (wholly owned by the Company's Chief Executive Officer, Edward R. Grauch), MidAtlantic IRA, LLC FBO Steven L. Shea IRA (an IRA account for the benefit of the Company's Chairman of the Board, Steven Shea), Carol M. Pallé and Robert J. Pallé, Anthony J. Bruno, and Stephen K. Necessary, as lenders (collectively, the "Initial Lenders") and Robert J. Pallé, as Agent for the Lenders (in such capacity, the "Agent") entered into a certain Senior Subordinated Convertible Loan and Security Agreement (the "Subordinated Loan Agreement"), pursuant to which the lenders from time to time party thereto may provide up to $1,500,000 of loans to the Company (the "Subordinated Loan Facility"). Interest accrues on the outstanding amounts advanced under the Subordinated Loan Facility at the rate of 12% per annum, compounded and payable monthly, in-kind, by the automatic increase of the principal amount of the loan on each monthly interest payment date, by the amount of the accrued interest payable at that time ("PIK Interest"); provided, however, that at the option of the Company, it may pay interest in cash on any interest payment date, in lieu of PIK Interest.

On April 8, 2020, the Initial Lenders agreed to provide the Company with a Tranche A term loan facility of $800,000, of which $600,000 was advanced to the Company on April 8, 2020, $100,000 was advanced to the Company on April 17, 2020 and $100,000 was advanced to the Company on January 12, 2021. The Initial Lenders participating in the Tranche A term loan facility have the option of converting the principal balance of the loan held by each of them, in whole (unless otherwise agreed by the Company), into shares of the Company's common stock, at a conversion price equal to the volume weighted average price of the common stock as reported by the NYSE American, during the five trading days preceding April 8, 2020 (the "Tranche A Conversion Price") which was calculated at $0.593. The conversion right was subject to stockholder approval as required by the rules of the NYSE American, and was obtained on June 11, 2020 at the Company's annual meeting of stockholders.

On April 24, 2020, the Company, the Initial Lenders and Ronald V. Alterio (the Company's Senior Vice President-Engineering, Chief Technology Officer) and certain additional unaffiliated investors (the "Additional Lenders," and, together with the Initial Lenders, the "Lenders") entered into the First Amendment to Senior Subordinated Convertible Loan and Security Agreement and Joinder (the "Amendment"). The Amendment provides for the funding of $200,000 of additional loans as a Tranche B term loan under the Subordinated Loan Facility established under the Subordinated Loan Agreement, with such loans being provided by the Additional Lenders. The Amendment also sets the conversion price of $0.55 (the "Tranche B Conversion Price") with respect to the right of the Additional Lenders to convert the accreted principal balance of the loans held by each of them into shares of the Company's common stock. The terms and conditions of the conversion rights applicable to the Initial Lenders and the Additional Lenders are otherwise identical in all material respects, including the terms restricting conversion to an aggregate amount of shares of common stock that would not result in the Company's non-compliance with NYSE American rules requiring stockholder approval of issuances or potential issuances of shares in excess of the percentage limits specified therein or in an amount that may be deemed to constitute a change of control under such rules. These restrictions terminated as the requisite stockholder approval was obtained on June 11, 2020 at the Company's annual meeting of stockholders.





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On April 10, 2020, the Company received loan proceeds of approximately $1,769,000 ("PPP Loan") under the Paycheck Protection Program ("PPP"). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act ("CARES Act"), provided for loans to qualifying businesses for amounts up to 2.5 times the average monthly payroll expenses of the qualifying business. The PPP Loan and accrued interest are forgivable after twenty-four weeks (the "Covered Period") as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness would be reduced if the borrower terminated employees or reduced salaries during the eight-week period.

The PPP Loan was evidenced by a promissory note, dated as of April 5, 2020 (the "PPP Note"), between the Company, as Borrower, and JPMorgan Chase Bank, N.A., as Lender (the "Lender"). The interest rate on the PPP Note was 0.98% per annum, with interest accruing on the unpaid principal balance computed on the basis of the actual number of days elapsed in a year of 360 days. No payments of principal or interest were due during the ten-month period beginning after the Covered Period (the "Deferral Period").

On June 22, 2021, the Company applied to the SBA for full forgiveness of the PPP Loan. On June 30, 2021, the Company received notification that the forgiveness was granted. The Company recorded the $1,769,000 forgiveness as a gain on debt forgiveness during the year ended December 31, 2021.

On October 29, 2020, the unaffiliated Additional Investors as described in Note 6, submitted irrevocable notices of conversion under the Tranche B Term Loan. As a result, approximately $175,000 of original principal and $11,000 of PIK interest outstanding under the Tranche B Term Loan were converted into 338,272 shares of Company common stock in full satisfaction of the underlying indebtedness.

On December 14, 2020, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain accredited investors (the "Purchasers") for the sale and issuance by the Company to the Purchasers of (i) an aggregate of 1,429,000 shares (the "Shares") of the Company's common stock and (ii) warrants (the "Purchaser Warrants") to purchase an aggregate of up to 714,000 shares of common stock (the "Purchaser Warrant Shares"), for aggregate gross proceeds to the Company of $1,000, before deducting placement agent fees and offering expenses payable by the Company. The Company also agreed to issue to the placement agents and certain persons affiliated with the placement agents, as additional compensation, (a) fully-vested warrants (the "Placement Agent Warrants") to purchase an aggregate of up to 100,000 shares (the "Placement Agent Warrant Shares") of common stock and (b) contingent warrants (the "Placement Agent Contingent Warrants") to purchase an aggregate of up to an additional 50,000 shares (the "Placement Agent Contingent Warrant Shares") of common stock. The transaction closed on December 15, 2020.

The Purchase Agreement also includes terms that give the Purchasers certain price protections, providing for adjustments of the number of shares of common stock held by them in the event of certain future dilutive securities issuances by the Company for a period not to exceed 18 months following the closing of the private placement, or such earlier date on which all of the Purchaser Warrants have been exercised. In addition, the Purchase Agreement provides the Purchasers with a right to participate in certain future Company financings, up to 30% of the amount of such financings, for a period of 24 months following the closing of the private placement. The Purchase Agreement also required the Company to register the resale of the Shares and the Purchaser Warrant Shares pursuant to the terms of a Registration Rights Agreement between the Company and the Purchasers, dated as of December 14, 2020, as further described below. The Company filed a registration statement with the SEC on January 14, 2021 to register the resale of the Shares and the Purchaser Warrant Shares, which registration statement was declared effective by the SEC on January 21, 2021.

The Purchaser Warrants have an exercise price of $1.25 per share, are exercisable beginning on December 15, 2020, and have a term of three years. The exercise price and the number of shares of common stock issuable upon exercise of each Purchaser Warrant is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock. The fair value of the Purchaser Warrants is $643,000.





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In certain circumstances, upon the occurrence of a fundamental transaction, a holder of Purchaser Warrants is entitled to receive, upon any subsequent exercise of the Purchaser Warrant, for each Purchaser Warrant Share that would have been issuable upon such exercise of the Purchaser Warrant immediately prior to the fundamental transaction, at the option of the holder, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of the fundamental transaction by a holder of the number of shares of common stock of the Company for which the Purchaser Warrant is exercisable immediately prior to the fundamental transaction. If holders of the Company's common stock are given any choice as to the securities, cash or property to be received in a fundamental transaction, then the Holder shall be given the choice as to the additional consideration it receives upon any exercise of the Purchaser Warrant following the fundamental transaction.

The Placement Agent Warrants have an exercise price of $0.70 per share, a term of five years from December 14, 2020, and became exercisable upon the Company obtaining the stockholder approval described above. The exercise price and the number of shares of common stock issuable upon exercise of each Placement Agent Warrant is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock. The Placement Agent Warrants also provide the holders with certain "piggyback" registration rights, permitting the holders to request that the Company include the Placement Agent Warrant Shares for sale in certain registration statements filed by the Company. The fair value of the Placement Agent Warrants is $121,000. During June and July 2021, the Company received approximately $61,000 as 87,500 of Placement Agent Warrants were exercised.

The Placement Agent Contingent Warrants have an exercise price of $1.25 per share, a term of five years from December 14, 2020, and become exercisable if, and to the extent, holders of the Purchaser Warrants exercise such Purchaser Warrants. In no event, however, will the Placement Agent Contingent Warrants become exercisable unless and until Stockholder Approval has been obtained. The exercise price and the number of shares of common stock issuable upon exercise of each Placement Agent Contingent Warrant is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock. The Placement Agent Contingent Warrants also provide the holders with certain "piggyback" registration rights, permitting the holders to request that the Company include the Placement Agent Contingent Warrant Shares for sale in certain registration statements filed by the Company. The fair value of the Placement Agent Contingent Warrants is $56,000.

On January 28, 2021, the Company entered into the Third Amendment to Senior Subordinated Convertible Loan and Security Agreement and Joinder (the "LSA Third Amendment") with the Tranche A Parties, the Tranche B Parties (that had not previously converted the loans attributable to each of them into shares of common stock), the Agent and certain other investors (the "Tranche C Parties"). Pursuant to the LSA Third Amendment, the parties agreed to increase the aggregate loan limit under the Subordinated Loan Agreement from $1,500,000 to $1,600,000 and the Tranche C Parties agreed to provide the Company with a commitment for a $600,000 term loan facility, all of which was advanced to the Company on January 29, 2021 (the "Tranche C Loans"). As is the case with the loans provided by the Tranche A Parties and Tranche B Parties, interest on the Tranche C Loans accrues at 12% per annum and is payable monthly in-kind, by the automatic increase of the principal amount of the loans on each monthly interest payment date, by the amount of the accrued interest payable at that time. The Company, at its option, may pay any interest due on the Tranche C Loans in cash on any interest payment date in lieu of PIK Interest. The Tranche C Parties also have the option, following Stockholder Approval (defined below) of converting the accreted principal balance of the Tranche C Loans attributable to each of them into shares of the Company's common stock at a conversion price of $1.00.

Both the Purchase Agreement and the Subordinated Loan Agreement (as amended by the LSA Third Amendment) obligated the Company to call a special meeting of its stockholders to seek stockholder approval of the issuance of shares of its common stock issuable in connection with the transactions contemplated by the Securities Purchase Agreement and the LSA Third Amendment, in excess of 19.99% of the Company's outstanding shares of common stock, in accordance with the requirements of Section 713(a) of the NYSE American Company Guide. Stockholder approval of the foregoing was obtained on March 4, 2021. As the stock price was $1.31 on March 4, 2021, the Company recorded a discount of $186,000 relating to the difference in stock price due to the beneficial conversion feature.

The obligations of the Company under the Subordinated Loan Agreement are guaranteed by Drake and are secured by substantially all of the Company's and Drake's assets. The Subordinated Loan Agreement has a maturity date three years from the date of closing, at which time the accreted principal balance of the loan (by virtue of the PIK Interest) plus any other accrued unpaid interest, would be due and payable in full. In connection with the Subordinated Loan Agreement, the Company, Drake, the Lenders and MidCap entered into a Subordination Agreement (the "Subordination Agreement"), pursuant to which the rights of the Lenders under the Subordinated Loan Agreement were subordinated to the rights of MidCap under the MidCap Agreement and related security documents. The Subordination Agreement precludes the Company from making cash payments of interest in lieu of PIK Interest, in the absence of the prior written consent of MidCap or unless the Company is able to meet certain predefined conditions precedent to the making of any such payments of interest (or principal), as more fully described in the Subordination Agreement.





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On March 15, 2021, one of the Tranche C Parties submitted an irrevocable notice of conversion under the Tranche C Loans. As a result, $100,000 of original principal and $1,000 of PIK interest outstanding under the Tranche C Loans were converted into 100,987 shares of Company common stock in partial satisfaction of the indebtedness to that Tranche C Party.

On April 6, 2021, the same Tranche C Party submitted an irrevocable notice of conversion under the Tranche C Loans. As a result, $50,000 of original principal and $1,000 of PIK interest outstanding under the Tranche C Loans were converted into 51,260 shares of Company common stock in partial satisfaction of the indebtedness to that Tranche C Party.

On May 24, 2021, the same Tranche C Party submitted an irrevocable notice of conversion under the Tranche C Loans. As a result, $50,000 of original principal and $2,000 of PIK interest outstanding under the Tranche C Loans were converted into 52,277 shares of Company common stock in complete satisfaction of their indebtedness.

On January 21, 2022, one of the Tranche A Parties submitted an irrevocable notice of conversion under the Tranche A Loans. As a result, $50,000 of original principal and $12,000 of PIK interest outstanding under the Tranche A Loans were converted into 104,399 shares of Company common stock in complete satisfaction of their indebtedness.

On August 16, 2021, the Company entered into a Sales Agreement (the "Sales Agreement") with Roth Capital Partners, LLC (the "Agent"). In accordance with the terms of the Sales Agreement, the Company may offer and sell from time to time through the Agent shares of the Company's common stock, par value $0.001 per share, having an aggregate offering price of up to $400,000. From August 16, 2021 through September 30, 2021, the Company sold an aggregate of 38,388 shares under the Sales Agreement at prices ranging from $1.1053 to $1.1390 per share, for aggregate proceeds, net of sales commissions, of approximately $41,000.

On August 23, 2021, the Company entered into a Stock Purchase Agreement (the "Purchase Agreement") with an institutional investor providing for the sale by the Company to the investor of 200,000 shares of the Company's common stock at a purchase price of $1.08 per share, resulting in aggregate proceeds to the Company of $216,000. The shares were offered and sold pursuant to the Company's effective shelf registration statement on Form S-3. The Company's sale of the Shares pursuant to the Purchase Agreement will have the effect of reducing the amount of shares that may be sold pursuant to the Sales Agreement from $400,000 to $184,000. Taking into account sales of common stock pursuant to the Stock Purchase Agreement and sales of common stock pursuant to the Sales Agreement to date, the amount available to be sold under the Sales Agreement is currently $143,000.

For the year ended December 31, 2021, the Company accrued payroll tax credits of $1,804,000, through the Employee Retention Tax Credit program ("ERTC"). The amount was recorded as other income and included in prepaid and other current assets as of the applicable quarter end date. The Company received $577,000 of the first quarter of 2021 ERTC in April, $115,000 towards Q2 in July, $181,000 towards Q3 in August, $219,000 towards Q3 in October and $195,000 towards Q3 in November. The Company received $198,000 in June 2022 and $20,000 in August 2022 towards Q3 2021. The ERTC was initially established as part of the CARES Act of 2020 and subsequently amended by the Consolidated Appropriation Act ("CAA") of 2021 and the American Rescue Plan Act ("ARPA") of 2021. The CAA and ARPA amendments to the ERTC program provide eligible employers with a tax credit in an amount equal to 70% of qualified wages (including certain health care expenses) that eligible employers pay their employees after January 1, 2021 through September 30, 2021. The maximum amount of qualified wages taken into account with respect to each employee for each calendar quarter is $10,000, so that the maximum credit that an eligible employer may claim for qualified wages paid to any employee is $7,000 per quarter. For purposes of the amended ERTC, an eligible employer is defined as having experienced a significant (20% or more) decline in gross receipts during each 2021 calendar quarter when compared with the same quarter in 2019. The credit is taken against the Company's share of Social Security Tax when the Company's payroll provider files the applicable quarterly tax filings on Form 941. At September 30, 2022, the Company is still owed $299,000 in ERTC funds which it expects to receive during the fourth quarter of 2022.





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In other efforts to alleviate the liquidity pressures and reposition the Company to generate positive cash flow at a lower level of net sales, since August 2019, the Company has implemented a multi-phase cost-reduction program which reduced cash expenses during 2019 by approximately $200,000 per month and which provided annualized cash savings of approximately $2,400,000 during 2020, with another reduction in 2021 of approximately $110,000 per month and which provided annualized savings of approximately $1,314,000 and a further reduction in 2022 of $82,000 per month and which provided annualized cash savings of approximately $984,000 compared to the Company's costs as they existed prior to the commencement of the cost reduction program. Although the Company believes it has made and will continue to make progress under these programs and the funding provided under the Subordinated Loan Agreement and available as a result of the release of the availability block under the MidCap Facility, the Company operates in a rapidly evolving and often unpredictable business environment that may change the timing or amount of expected future cash receipts and expenditures. Accordingly, there can be no assurance that our planned improvements will be successful.

In addition, the COVID-19 outbreak has affected the supply chain for many types of products and materials, particularly those being manufactured in China and other countries where the outbreak has resulted in significant disruptions to ongoing business activities. Beginning in the second quarter of 2021 and continuing into the third quarter of 2022, we experienced a material disruption in our supply chain as it relates to the procurement of certain sole source and other multiple source components utilized in a material portion of several product lines. We believe this disruption may continue beyond 2022. If these or any similar types of supply disruptions continue, it is possible that we will be unable to complete sales of any affected products to our customers on requested schedules.

The Company has reacted to these unprecedented circumstances, as many enterprises have had to do over the course of the pandemic, with a range of actions designed to compensate for anticipated temporary revenue shortfalls, manage the Company's working capital and minimize the overall financial impact of this disruption, including implementation of exceptional short-term operating expense reductions, such as temporary manufacturing shut-downs and employee furloughs.

The Company's primary long-term obligations are for payment of interest on the MidCap Facility, which expires on October 25, 2022. The Company expects to use cash generated from operations to meet its long-term debt obligations. The Company also expects to make financed and unfinanced long-term capital expenditures from time to time in the ordinary course of business, which capital expenditures were $35,000 and $31,000 in the nine months ended September 30, 2022 and the year ended December 31, 2021, respectively. The Company expects to use cash generated from operations, amounts available under the MidCap Facility, amounts available under the Subordinated Loan Facility, and purchase-money financing to meet any anticipated long-term capital expenditures.





Critical Accounting Estimates

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States. Preparing financial statements in accordance with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The following paragraphs include a discussion of some critical areas where estimates are required. You should also review Note 2 - Summary of Significant Accounting Policies in the Notes to our Condensed Consolidated Financial Statements for further discussion of significant accounting policies.





Inventory and Obsolescence

Inventories are stated at the lower of cost, determined by the first-in, first-out ("FIFO") method, or net realizable value.

The Company periodically analyzes anticipated product sales based on historical results, current backlog and marketing plans. Based on these analyses, the Company anticipates that certain products will not be sold during the next twelve months. Inventories that are not anticipated to be sold in the next twelve months, have been reserved.

The Company continually analyzes its slow-moving and excess inventories. Based on historical and projected sales volumes and anticipated selling prices, the Company establishes reserves. Inventory that is in excess of current and projected use is reduced by an allowance to a level that approximates its estimate of future demand. Products that are determined to be obsolete are written down to net realizable value.





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Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are customer obligations due under normal trade terms. The Company sells its products primarily to distributors and private cable operators. The Company performs continuing credit evaluations of its customers' financial condition and although the Company generally does not require collateral, letters of credit may be required from its customers in certain circumstances.

Senior management reviews accounts receivable on a monthly basis to determine if any receivables will potentially be uncollectible. The Company includes any accounts receivable balances that are determined to be uncollectible, along with a general reserve based on historical experience, in its overall allowance for doubtful accounts.





Long-Lived Assets

The Company continually monitors events and changes in circumstances that could indicate carrying amounts of the long-lived assets, including intangible assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses recoverability by determining whether the carrying value of such assets will be recovered through the undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, an impairment loss is recognized based on the excess of the carrying amount over the fair value of the assets. The Company did not recognize any intangible asset impairment charges in during the three and nine months ended September 30, 2022 and 2021, respectively.

Valuation of Deferred Tax Assets

The Company accounts for income taxes under the provisions of the FASB ASC Topic 740 "Income Taxes". Deferred income taxes are provided for temporary differences in the recognition of certain income and expenses for financial and tax reporting purposes. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Recent Accounting Pronouncements

See Note 2(d) of the Notes to Condensed Consolidated Financial Statements for a full description of recent accounting pronouncements, including the anticipated dates of adoption and the effects on the Company's consolidated financial position and results of operations.

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