Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: December 31, 2023

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

Commission File Number: 001-31990

TEL-INSTRUMENT ELECTRONICS CORP.

(Exact name of registrant as specified in its charter)

New Jersey

22-1441806

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

One Branca Road

East Rutherford, NJ 07073

(Address of principal executive offices)

(201) 933-1600

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large, accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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

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

As of February 12, 2024, there were 3,255,887 shares outstanding of the registrant’s common stock.

TEL-INSTRUMENT ELECTRONICS CORP.

TABLE OF CONTENTS

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

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	25

Item 4.	Controls and Procedures.	25

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.	26

Item 1A.	Risk Factors.	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	26

Item 3.	Defaults Upon Senior Securities.	26

Item 4.	Mine Safety Disclosures.	26

Item 5.	Other Information.	26

Item 6.	Exhibits.	27

Signatures		28

PART I – FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements.

TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31, 2023			March 31, 2023
	(unaudited)
ASSETS

Current assets:
Cash	$	220,791		$	3,839,398
Accounts receivable, net		1,176,203			900,881
Inventories, net		4,319,840			3,586,065
Restricted cash to support appeal bond		-			2,011,083
Prepaid expenses and other current assets		243,907			817,625
Total current assets		5,960,741			11,155,052

Equipment and leasehold improvements, net		83,495			85,167
Operating lease right-of-use assets		1,375,726			1,526,551
Deferred tax asset, net		2,630,274			2,627,935
Other long-term assets		35,109			35,109
Total assets	$	10,085,345		$	15,429,814

LIABILITIES & STOCKHOLDERS’ EQUITY

Current liabilities:
Line of credit	$	690,000		$	690,000
Operating lease liabilities – current portion		208,076			202,087
Accounts payable		804,363			322,582
Deferred revenues - current portion		82,797			123,117
Accrued expenses ‐vacation pay, payroll and payroll withholdings		230,992			240,034
Accrued legal damages		-			6,360,698
Accrued expenses - other		220,808			157,896
Total current liabilities		2,237,036			8,096,414

Operating lease liabilities – long-term		1,167,650			1,324,464
Other long term liabilities		48,140			53,416
Deferred revenues – long-term		128,778			173,883

Total liabilities		3,581,604			9,648,177

Commitments and contingencies

Stockholders’ equity:
Preferred stock, 1,000,000 shares authorized, par value $0.10 per share
Preferred stock, 500,000 shares 8% Cumulative Series A Convertible Preferred authorized, issued, and outstanding, respectively par value $0.10 per share		4,055,998			3,875,998
Preferred stock, 320,000 shares 8% Cumulative Series B Convertible Preferred authorized; 233,334 and 166,667 issued, and outstanding, par value $0.1 per share		1,676,701			1,207,367
Preferred stock, 166,667 shares 8% Cumulative Series C Convertible Preferred authorized; 53,500 and 0 issued, and outstanding, par value $0.10 per share		328,795			-
Common stock, 7,000,000 shares authorized, par value $0.10 per share, 3,255,887 and 3,255,887 shares issued and outstanding, respectively		325,586			325,586
Additional paid-in capital		6,471,562			6,721,535
Accumulated deficit		(6,354,901	)		(6,348,849	)
Total stockholders’ equity		6,503,741			5,781,637
Total liabilities and stockholders’ equity	$	10,085,345		$	15,429,814

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	December 31, 2023			December 31, 2022			December 31, 2023			December 31, 2022

Net sales	$	2,403,099		$	2,328,254		$	6,835,123		$	6,594,768
Cost of sales		1,434,981			1,434,547			4,212,971			4,312,405

Gross margin		968,118			893,707			2,622,152			2,282,363

Operating expenses:
Selling, general and administrative		414,458			588,937			1,520,386			1,625,123
Engineering, research, and development		306,546			370,795			913,701			1,502,534
Total operating expenses		721,004			959,732			2,434,087			3,127,657

Income (loss) from operations		247,114			(66,025	)		188,065			(845,294	)

Other income (expense):
Interest income		35			5,665			50,642			8,782
Income other					628,400			1,000			628,406
Interest expense – judgement		-			(71,017	)		(198,535	)		(193,953	)
Interest expense		(22,976	)		-			(49,561	)		-
Total other net (expense) income		(22,941	)		563,048			(196,454	)		443,235

Income (loss) before income taxes		224,173			497,023			(8,389	)		(402,059	)

Income tax expense (benefit)		90,364			104,396			(2,337	)		(84,449	)

Net income (loss) income		133,809			392,627			(6,052	)		(317,610	)

Preferred dividends		(94,420	)		(80,000	)		(257,128	)		(240,000	)

Net income (loss) attributable to common shareholders	$	39,389		$	312,627		$	(263,180	)	$	(557,610	)

Basic net income (loss) per common share	$	0.01		$	0.10		$	(0.08	)	$	(0.17	)
Diluted net income (loss) per common share	$	0.02		$	0.08		$	(0.08	)	$	(0.17	)

Weighted average shares outstanding:
Basic		3,255,887			3,255,887			3,255,887			3,255,887
Diluted		5,610,634			5,155,665			3,255,887			3,255,887

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three Months Ended December 31, 2023, and 2022

(Unaudited)

	Series A Convertible Preferred Stock				Series B Convertible Preferred Stock				Series C Convertible Preferred Stock				Common Stock
	# of Shares Issued		Amount		# of Shares Issued		Amount		# of Shares Issued		Amount		# of Shares Issued		Amount		Additional Paid-In Capital			Accumulated Deficit			Total
Balances at October 1, 2023		500,000	$	3,995,998		233,334	$	1,648,701		53,500	$	322,375		3,255,887	$	325,586	$	6,564,040		$	(6,488,710	)	$	6,367,990
8% Dividends on Preferred Stock		-		60,000		-		28,000		-		6,420		-		-		(94,420	)		-			-
Stock-based compensation		-		-		-		-		-		-		-		-		1,942			-			1,942
Net income		-		-		-		-		-		-		-		-		-			133,809			133,809
Balances at December 31, 2023		500,000	$	4,055,998		233,334	$	1,676,701		53,500	$	328,795		3,255,887	$	325,586	$	6,471,562		$	(6,354,901	)	$	6,503,741

	Series A Convertible Preferred Stock				Series B Convertible Preferred Stock				Common Stock
	# of Shares Issued		Amount		# of Shares Issued		Amount		# of Shares Issued		Amount		Additional Paid-In Capital			Accumulated Deficit			Total
Balances at October 1, 2022		500,000	$	3,755,998		166,667	$	1,167,367		3,255,887	$	325,586	$	6,870,822		$	(6,670,541	)	$	5,449,232
8% Dividends on Preferred Stock		-		60,000		-		20,000		-		-		(80,000	)		-			-
Stock-based compensation		-		-		-		-		-		-		6,234			-			6,234
Net income		-		-		-		-		-		-		-			392,627			392,627
Balances at December 31, 2022		500,000	$	3,815,998		166,667	$	1,187,367		3,255,887	$	325,586	$	6,797,056		$	(6,277,914	)	$	5,848,093

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Nine Months Ended December 31, 2023, and 2022

(Unaudited)

	Series A Convertible Preferred Stock				Series B Convertible Preferred Stock				Series C Convertible Preferred Stock				Common Stock
	# of Shares Issued		Amount		# of Shares Issued		Amount		# of Shares Issued		Amount		# of Shares Issued		Amount		Additional Paid-In Capital			Accumulated Deficit			Total
Balances at April 1, 2023		500,000	$	3,875,998		166,667	$	1,207,367		-		-		3,255,887	$	325,586	$	6,721,535		$	(6,348,849	)	$	5,781,637
8% Dividends on Preferred Stock		-		180,000		-		69,334		-		7,795		-		-		(257,129	)		-			-
Issuance of Series B and C Convertible Preferred Stock		-		-		66,667		400,000		53,500		321,000		-		-		-			-			721,000
Stock-based compensation		-		-		-		-		-		-		-		-		7,156			-			7,156
Net loss		-		-		-		-		-		-		-		-		-			(6,052	)		(6,052	)
Balances at December 31, 2023		500,000	$	4,055,998		233,334	$	1,676,701		53,500	$	328,795		3,255,887	$	325,586	$	6,471,562		$	(6,354,901	)	$	6,503,741

	Series A Convertible Preferred Stock					Series B Convertible Preferred Stock					Common Stock
	# of Shares Issued		Amount			# of Shares Issued		Amount			# of Shares Issued		Amount		Additional Paid-In Capital			Accumulated Deficit			Total
Balances at April 1, 2022		500,000	$	3,695,998			166,667	$	1,147,367			3,255,887	$	325,586	$	7,018,353		$	(5,960,304	)	$	6,227,000
8% Dividends on Preferred Stock		-		180,000			-		60,000			-		-		(240,000	)		-			-
Dividend Payments		-		(60,000	)		-		(20,000	)		-		-		-			-			(80,000	)
Stock-based compensation		-		-			-		-			-		-		18,703			-			18,703
Net loss		-		-			-		-			-		-		-			(317,610	)		(317,610	)
Balances at December 31, 2022		500,000	$	3,815,998			166,667	$	1,187,367			3,255,887	$	325,586	$	6,797,056		$	(6,277,914	)	$	5,848,093

See accompanying notes to unaudited condensed consolidated financial statements.

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TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	December 31, 2023			December 31, 2022
Cash flows from operating activities:
Net loss	$	(6,052	)	$	(317,610	)
Adjustments to reconcile net loss used in operating activities
Deferred income taxes		(2,339	)		(84,449	)
Depreciation and amortization		35,522			39,553
Amortization of right of use assets		150,825			145,544
Recovery of for inventory obsolescence		(5,133	)		(8,068	)
Non-cash stock-based compensation		7,156			18,703
Changes in assets and liabilities:
Increase in accounts receivable		(275,322	)		(221,313	)
Increase in inventories		(728,642	)		(482,594	)
Decrease (increase) in prepaid expenses & other assets		573,718			(723,572	)
Increase in accounts payable and other accrued liabilities		544,693			252,887
Decrease in accrued payroll, vacation pay and payroll taxes		(9,042	)		(193,077	)
Decrease in deferred revenues		(85,425	)		(45,420	)
Decrease in operating lease liabilities		(150,825	)		(145,544	)
Decrease in other long term liabilities		(5,276	)		-
(Decrease) increase in accrued legal damages		(6,360,698	)		193,953
Net cash used in operating activities		(6,316,840	)		(1,571,007	)

Cash flows from investing activities:
Purchases of equipment		(33,850	)		(6,136	)
Net cash used in investing activities		(33,850	)		(6,136	)

Cash flows from financing activities:
Proceeds from issuance of Preferred Stock		721,000			-
Payment of dividends		-			(80,000	)
Net cash provided (used in) financing activities		721,000			(80,000	)

Net decrease in cash and restricted cash		(5,629,690	)		(1,657,143	)
Cash and restricted cash at beginning of period		5,850,481			6,960,740
Cash and restricted cash at end of period	$	220,791		$	5,303,597

End of period
Cash	$	220,791		$	3,292,547
Restricted cash		-			2,011,050
	$	220,791		$	5,303,597
Beginning of period
Cash	$	3,839,398		$	4,949,690
Restricted cash		2,011,083			2,011,050
	$	5,850,481		$	6,960,740
Supplemental cash flow information:
Taxes paid	$	-			-
Interest paid	$	40,523		$	-
Disposal of Equipment and leasehold improvements	$	27,272		$	-

See accompanying notes to unaudited condensed consolidated financial statements.

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TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Business, Organization and Liquidity

Business and Organization

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

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

Liquidity

On December 31, 2023, the Company had positive net working capital of $3,723,705, as compared to working capital of $3,058,638 at March 31, 2023.

The Bank of America line of credit has been extended from December 31, 2023 maturity to June 30, 2024 maturity. As of December 31, 2023, the $690,000 line of credit was fully used.

On December 31, 2023, the Company had $220,791 of cash on hand.

The Company had a $6 million sales backlog on December 31, 2023.

The Company had recorded total damages of $6,559,233 including interest of $1,659,233 as a result of the jury verdict associated with the Aeroflex litigation as well as the Court’s decision on punitive damages. A decision on the case was rendered and released on July 21, 2023, the Kansas Appeals Court rejected each of TIC’s appeal arguments. TIC paid the full judgement amount of $6,559,233 on September 15, 2023.

The Employee Retention Credit (ERC) is a refundable tax credit for businesses that continued to pay employees while shut down due to the COVID-19 pandemic or had significant declines in gross receipts from March 13, 2020 to December 31, 2021. Eligible employers can claim the ERC on an original or adjusted employment tax return for a period within those dates. The Company filed adjusted employment tax returns for quarters one and two of calendar year 2021, and $628,401 of income was recognized during the nine month period ended December 2022. The refund of $628,401 was received on June 1, 2023.

Moving forward, we believe that our expected cash flows from operations and fulfillment of our $6 million open orders will be sufficient to operate in the normal course of business for at least the next 12 months from the issuance date of these unaudited condensed consolidated financial statements.

Currently, the Company has no material future capital expenditure requirements.

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TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position of Tel-Instrument Electronics Corp. as of December 31, 2023, the results of operations, change in stockholders’ equity and statements of cash flow for the nine months ended December 31, 2023 and December 31, 2022. These results are not necessarily indicative of the results to be expected for the full year. The unaudited condensed consolidated financial statements have been prepared in accordance with the requirements of Form 10-Q and consequently do not include disclosures normally made in an Annual Report on Form 10-K. The March 31, 2023 balance sheet included herein was derived from the audited financial statements included in the Company’s Annual Report on Form 10-K as of that date. Accordingly, the unaudited condensed consolidated financial statements included herein should be reviewed in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023, as filed with the United States Securities and Exchange Commission (the “SEC”) on June 15, 2023 (the “Annual Report”).

Inventory Reserve Policy

Inventories are stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. Inventories are reviewed for obsolescence and a reserve is recorded for inventory allowances 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. 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. 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.

Revenue Recognition

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

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

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

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TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2 – Summary of Significant Accounting Policies (continued)

Nature of goods and services

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

Test Units/Sets

The Company develops and manufactures unit sets to test navigation and communication equipment, such as ramp testers and bench testers for equipment installed in aircraft and ground radios. The Company recognizes revenue when the customer obtains control of the Company’s product based on the contractual shipping terms of the contract, which is usually at the time of shipment. Revenue on products is presented gross because the Company is primarily responsible for fulfilling the promise to provide the product, is responsible to ensure that the product is produced in accordance with the related supply agreement and bears the risk of loss while the inventory is in-transit. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products to the customer. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines stand-alone selling prices based on the price at which the performance obligation is sold separately. If the stand-alone selling price is not observable through past transactions, the Company estimates the standalone selling price considering available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

When determining the transaction price of a contract, an adjustment is made if payment from the customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in paragraph 606-10-32-18, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. None of the Company’s contracts contained a significant financing component as of December 31, 2023.

Replacement Parts

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

Extended Warranties

The extended warranties sold by the Company provide a level of assurance beyond the coverage for defects that existed at the time of a sale or against certain types of covered damage with coverage terms ranging from 2 to 7 years. Amounts received for warranties are recorded as deferred revenue and recognized as revenue ratably over the respective term of the agreements. As of December 31, 2023, $199,553 is expected to be recognized from remaining performance obligations for extended warranties as compared to $296,400 at March 31, 2023. For the three and nine months ended December 31, 2023, the Company recognized revenue of $30,261 and $96,847 respectively from amounts that were included in Deferred Revenue as compared to $24,393 and $71,796, respectively from amounts that were included in Deferred Revenue for the three months and nine months ended December 31, 2022.

The following table provides a summary of the changes in deferred revenues for the nine months ended December 31, 2023:

Deferred revenues at April 1, 2023	$	296,400
Revenue recognized for the nine months ended December 31, 2023		(96,847	)
Deferred revenues at December 31, 2023	$	199,553

Other Deferred Revenues

The Company sometimes receives payments in advance of shipment. These amounts are classified as other deferred revenues. As of December 31, 2023, and March 31, 2023, the Company has other deferred revenues of $12,022 and $600, respectively.

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TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2 – Summary of Significant Accounting Policies (continued)

Repair and Calibration Services

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

Other

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

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

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

Disaggregation of revenue

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

	For the Three Months Ended December 31, 2023
	Commercial		Government
Sales Distribution
Test Units & Engineering	$	55,594	$	2,025,707
	$	55,594	$	2,025,707

The remainder of our revenues for the three months ended December 31, 2023, are derived from repairs and calibration of $260,238, replacement parts of $23,921, extended warranties of $30,262 and other revenues of $7,377. We do not disaggregate these revenue streams as they are not deemed an important element related to how management operates the business between segments.

	For the Three Months Ended December 31, 2022
	Commercial		Government
Sales Distribution
Test Units and Engineering	$	197,681	$	1,838,697
	$	197,681	$	1,838,697

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TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2 – Summary of Significant Accounting Policies (continued)

The remainder of our revenues for the three months ended December 31, 2022, are derived from repairs and calibration of $193,848, replacement parts of $50,078, extended warranties of $29,393 and other revenues of $18,557. We do not disaggregate these revenue streams as they are not deemed an important element related to how management operates the business between segments.

	For the Nine Months Ended December 31, 2023
	Commercial		Government
Sales Distribution
Test Units and Engineering	$	541,679	$	5,111,945
	$	541,679	$	5,111,945

The remainder of our revenues for the nine months ended December 31, 2023, are derived from repairs and calibration of $898,670, replacement parts of $163,111, extended warranties of $98,847 and other revenues of $20,871. We do not disaggregate these revenue streams as they are not deemed an important element related to how management operates the business between segments.

	For the Nine Months Ended December 31, 2022
	Commercial		Government
Sales Distribution
Test Units and Engineering	$	399,613	$	4,807,723
	$	399,613	$	4,807,723

The remainder of our revenues for the nine months ended December 31, 2022, are derived from repairs and calibration of $1,124,213, replacement parts of $135,154, extended warranties of $86,797 and other revenues of $41,268. We do not disaggregate these revenue streams as they are not deemed an important element related to how management operates the business between segments.

In the following table, revenue is disaggregated by geography.

	For the Three Months Ended December 31, 2023		For the Three Months Ended December 31, 2022
Geography
United States	$	2,227,999	$	1,267,013
International		175,100		1,061,241
Total	$	2,403,099	$	2,328,254

	For the Nine Months Ended December 31, 2023		For the Nine Months Ended December 31, 2022
Geography
United States	$	5,894,617	$	5,252,138
International		940,506		1,342,630
Total	$	6,835,123	$	6,594,768

For the three months ended December 31, 2023, three customers accounted for sales of $715,635 or 30%, $437,499 or 18% and $243,718 or 10%. For the nine months ended December 31, 2023 one customer accounted for sales of $2,162,360, or 32%.

For the three months ended December 31, 2022, three customers accounted for sales of $472,752 or 20%, $320,284 or 14%, and $239,100 or 10%. For the nine months ended December 31, 2022, three customers accounted for sales of $1,123,685 or 17%, $769,370 or 12% and $627,951 or 10%.

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TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2 – Summary of Significant Accounting Policies (continued)

The Company, in addition to inside sales efforts, utilizes independent sales agents to sell its products to customers. A related party independent sales agent earned $12,031 and $68,267 in commissions for the three and nine months ended December 31, 2023, respectively. The sales agent earned $9,000 and $27,000 for sales and marketing assistance for the three and nine months ended December 31, 2023.

The same related party independent sales agent earned $43,778 and $71,458 in commissions for the three and nine months ended December 31, 2022, respectively. The sales agent earned $9,000 and $27,000 for sales and marketing assistance for the three and nine months ended December 31, 2022.

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 three and nine months ended December 31, 2023 and 2022.

New Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. The amendment in this update replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses on instruments within its scope, including trade receivables. This update is intended to provide financial statement users with more decision-useful information about the expected credit losses. The effective date of the new standard is for fiscal years beginning after December 15, 2022 and was adopted by the Company on April 1, 2023. The adoption of this standard did not have a significant impact on our financial position and results of operations.

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

Note 3 – Accounts Receivable, net

The following table sets forth the components of accounts receivable:

	December 31, 2023			March 31, 2023
Government	$	973,149		$	651,370
Commercial		212,486			255,912
Less: Allowance for credit loss		(9,432	)		(6,401	)
	$	1,176,203		$	900,881

Note 4 – Inventories, net

Inventories consist of:

	December 31, 2023			March 31, 2023

Purchased parts	$	2,699,756		$	2,602,447
Work-in-process		2,073,756			1,388,679
Finished Goods		1,308			55,052
Less: Inventory reserve		(454,980	)		(460,113	)
	$	4,319,840		$	3,586,065

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TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 5 – Restricted Cash to Support Appeal Bond

In January 2018, the Company transferred $2,000,000 to a restricted cash account to secure a letter of credit which was used for collateral for the appeal bond (See Note 14). In September 2023, the restricted cash account funds of $2,011,083 which included interest earned, were used to make payment towards the final judgment. At December 31, 2023, the restricted cash balance was $0.

Note 6 – Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of:

	December 31, 2023		March 31, 2023

Prepaid expenses	$	215,977	$	148,929
Deferred charges		27,720		24,720
Other receivables		210		643,976
	$	243,907	$	817,625

In March 2020, the Coronavirus Aid, Relief, and Economic Security Act was signed into law, providing numerous tax provisions and other stimulus measures, including the Employee Retention Tax Credit (“ERTC”): a refundable tax credit against certain employment taxes. The Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021 extended and expanded the availability of the ERTC. We qualified for the ERTC in the first two quarters of 2021. During year ended March 31, 2023, we recorded an aggregate benefit of $628,401 in our consolidated financial statements and the receivable for the ERTC benefit as of March 31, 2023 is in other current assets, which was received on June 1, 2023.

Note 7 – Line of Credit

The Company has a line of credit with Bank of America with open availability up to $690,000, with monthly payments of interest only. The borrowing base calculation is tied to accounts receivable collateralized by substantially all of the assets of the Company. Interest on any outstanding balance is payable monthly at an annual interest rate equal to the sum of the greater of the BSBY (Bloomberg Short-Term Bank Yield Index rate) daily float plus 3.75 percentage points.

Bank of America renewed the Company’s line of credit with a maturity date of July 30, 2023 and had extended the maturity date to December 31, 2023. In January 2024, the line of credit was further extended to June 30, 2024. The annual interest rate was amended as part of the renewal agreement. Effective October 12, 2023, interest on any outstanding balance is payable monthly at an annual interest rate equal to the sum of the greater of the BSBY daily float or 1.25% plus 4.62 percentage points.

As of December 31, 2023, and March 31, 2023, the outstanding balances were $690,000, respectively. The interest rate on December 31, 2023, was 10.04%.

Note 8 – Right of Use Assets and Operating Lease Liability

The Company leases its facility in East Rutherford, NJ with monthly payments of $21,237 until August 2025. Thereafter, monthly payments are $23,083 for the balance of the 8 year lease agreement expiring August 2029.

The Company's leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The Company estimated its incremental borrowing rate based on its credit quality, line of credit agreement and by comparing interest rates available in the market for similar borrowings. The Company used a discount rate of 3.90% for both December 31, 2023 and March 31,2023. The weighted average remaining lease term is 5.67 years.

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TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 8 – Right of Use Assets and Operating Lease Liability (continued)

Right to use assets is summarized below:

	December 31, 2023			March 31, 2023
Right to use asset	$	1,830,857		$	1,830,857
Less: Accumulated amortization		(455,131	)		(304,306	)
Right to use assets, net	$	1,375,726		$	1,526,551

The following table reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under non-cancelable operating leases with terms of more than one year to the total lease liabilities recognized on the unaudited condensed consolidated balance sheet as of December 31, 2023:

Remaining payments in fiscal 2024	$	63,710
2025		254,840
2026		267,767
2027		277,000
2028		277,000
Thereafter		392,417
Total undiscounted future minimum lease payments		1,532,734
Less: Difference between undiscounted lease payments and discounted lease liabilities		(157,008	)
Present value of net minimum lease payments		1,375,726
Less current portion		(208,076	)
Operating lease liabilities – long-term	$	1,167,650

Total rent expense for the three and nine months ended December 31, 2023, was $102,900 and $308,634, respectively, as compared to $96,233 and $304,736 for the three and nine months ended December 31, 2022, respectively.

Note 9 – Stockholder’s Equity

Series B 8% Convertible Preferred Stock

In September 2023, the Company entered into a definitive subscription agreement pursuant to which an accredited investor purchased 66,667 shares of the Company’s Series B Preferred Stock (the “Series B Preferred”) for $400,000. These funds were used for working capital purposes to support the orders received and expected in the near term.

The shares of Series B Preferred to have a stated value of $6.00 per share (the “Series B Stated Value”) and are convertible into Common Stock at a price of $2.00 per share. The holder of shares of the Series B 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 B Stated Value of such shares of Series B 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 B 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, December and December of each calendar year, all dividends on any share of Series B Preferred shall accumulate whether or not declared by the Board and shall remain accumulated dividends until paid. During the 9 months ended December 31, 2023, the Company recognized $69,333 for dividends, which have not been paid.

Series C 8% Convertible Preferred Stock

In September 2023, the Company entered into a definitive subscription agreement pursuant to which two accredited investors purchased 53,500 shares of the Company’s Series C Preferred Stock (the “Series C Preferred”) in total for $321,000. These funds were used for working capital purposes to support the orders received and expected in the near term (one accredited investor is a member of the Board of Directors who invested $171,000 and the other accredited investor is a related party who invested $150,000).

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TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 9 – Stockholder’s Equity (continued)

The shares of Series C Preferred to have a stated value of $6.00 per share (the “Series C Stated Value”) and are convertible into Common Stock at a price of $2.00 per share. The holder of shares of the Series C 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 C Stated Value of such shares of Series C 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 c 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, December and December of each calendar year, all dividends on any share of Series C Preferred shall accumulate whether or not declared by the Board and shall remain accumulated dividends until paid. During the 9 months ended December 31, 2023, the Company recognized $7,795 for dividends, which have not been paid.

Note 10 – Stock Options Plans

The Board of Directors (the “Board”) adopted on January 18, 2017, and ratified by the shareholders at the Annual Meeting on January 18, 2017, the Company’s 2016 Stock Option Plan (the “Plan”). The Plan provides for the granting of incentive stock options, by a committee to be appointed by the Board (both the Board and the Committee are referred to herein as the “Committee”) to directors, officers, and employees (excluding directors and officers who are not employees) to purchase shares of the Common Stock of the Company, par value $0.10 per share (the “Stock”), in accordance with the terms and provisions. The 2016 Plan reserves for issuance, options to purchase up to 250,000 shares of its common stock. 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 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.

A summary of the status of the Company’s stock option plans for the fiscal year ended March 31, 2023, and year to date December 30, 2023, and changes during the year 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, 2023		99,000	$	3.13	1.78 years	$	-
Options granted		-	$	-	-		-
Options exercised		-	$	-	-		-
Options canceled/forfeited		-	$	-	-		-

Outstanding options at December 31, 2023		99,000	$	3.13	1.03 years	$	-
Vested Options:
December 31, 2023:		79,200	$	3.16	0.7 years	$	-

Remaining options available for grant were 151,000 as of December 31, 2023.

At December 31, 2023, the unamortized compensation expense for stock options was $10,508. Unamortized compensation expense is expected to be recognized over a weighted-average period of approximately 2.36 years.

For the three months ended December 31, 2023, the Company recorded stock compensation costs of $1,942, as compared to $6,234 for the three months ended December 31, 2022. The Company recorded stock compensation costs of $7,156 for the nine months ended December 31, 2023 as compared to $18,703 for the nine months ended December 31, 2022.

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TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 11 – Income Taxes

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

The tax effect of temporary differences, primarily net operating loss carryforwards, asset reserves and accrued liabilities, gave rise to the Company’s deferred tax asset. Deferred income taxes are recognized for the tax consequence of such temporary differences at the enacted tax rate expected to be in effect when the differences reverse. The Company had approximately $2.6 million in deferred tax assets at December 31, 2023 and approximately $2.6 million in deferred tax assets at March 31, 2023. 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.

Note 12– Net income (loss) per Share

Net income (loss) per share has been computed according to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC 260”), “Earnings per Share,” which requires a dual presentation of basic and diluted income per share (“EPS”). Basic EPS represents net income (loss) divided by the weighted average number of common shares outstanding during a reporting period. Diluted EPS to common stockholders reflects the potential dilution that could occur if securities, including preferred stock and options, were converted into common stock. The dilutive effect of outstanding options is reflected in earnings per share by use of the treasury stock method. The dilutive effect of preferred stock is reflected in earnings per share by use of the if-converted method. In applying the treasury stock method for stock-based compensation arrangements, the assumed proceeds are computed as the sum of the amount the employee must pay upon exercise and the amounts of average unrecognized compensation. For the nine months ended December 31, 2023 and 2022, since the Company has a net loss, the effect of common stock equivalents is anti-dilutive, and as such, common stock equivalents have been excluded from this calculation.

	Three Months Ended			Three Months Ended
	December 31, 2023			December 31, 2022
Basic net income per share computation:
Net income	$	133,809		$	392,627
Less: Preferred dividends		(94,420	)		(80,000	)
Net income attributable to common shareholders		39,389			312,627
Weighted-average common shares outstanding		3,255,887			3,255,887
Basic net income per share	$	0.01		$	0.10
Diluted net income per share computation
Net income attributable to common shareholders	$	39,389		$	312,627
Add: Preferred dividends		94,420			80,000
Diluted net income attributable to common shareholders	$	133,809		$	392,627
Weighted-average common shares outstanding		3,255,887			3,255,887
Incremental shares attributable to the assumed conversion of preferred stock		2,354,747			1,899,778
Total adjusted weighted-average shares		5,610,634			5,155,665
Diluted net income per share	$	0.02		$	0.08

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TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 12– Net loss per Share (continued)

	Nine Months Ended			Nine Months Ended
	December 31, 2023			December 31, 2022
Basic net loss per share computation:
Net loss	$	(6,052	)	$	(317,610	)
Less: Preferred dividends		(257,128	)		(240,000	)
Net loss attributable to common shareholders		(263,180	)		(557,610	)
Weighted-average common shares outstanding		3,255,887			3,255,887
Basic net loss per share	$	(0.08	)	$	(0.17	)
Diluted net loss per share computation
Net loss attributable to common shareholders	$	(263,180	)	$	(557,610	)
Add: Preferred dividends		-			-
Net loss attributable to common shareholders	$	(263,180	)	$	(557,610	)
Weighted-average common shares outstanding		3,255,887			3,255,887
Incremental shares attributable to the assumed conversion of preferred stock		-			-
Total adjusted weighted-average shares		3,255,887			3,255,887
Diluted net loss per share	$	(0.08	)	$	(0.17	)

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

	December 31, 2023		December 31, 2022
Convertible preferred stock		-		-
Stock options		99,000		111,500
		99,000		111,500

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

	December 31, 2023		December 31, 2022
Convertible preferred stock		2,354,747		1,899,778
Stock options		99,000		111,500
		2,453,747		2,011,278

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TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 13 – Segment Information

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

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

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

The tables below present information about reportable segments within the avionics business for the three and nine months ended December 31, 2023, and 2022:

Three Months Ended December 31, 2023	Avionics Government		Avionics Commercial		Avionics Total		Corporate Items			Total
Net sales	$	2,025,707	$	377,392	$	2,403,099	$	-		$	2,403,099
Cost of sales		1,099,256		335,725		1,434,981		-			1,434,981
Gross margin		926,451		41,667		968,118		-			968,118

Total expenses						469,649		274,296			743,945
Net income (loss) before income taxes					$	498,469	$	(274,296	)	$	224,173

Three Months Ended December 31, 2022	Avionics Government		Avionics Commercial		Avionics Total		Corporate Items			Total
Net sales	$	1,838,697	$	489,557	$	2,328,254	$	-		$	2,328,254
Cost of sales		1,041,984		392,563		1,434,547		-			1,434,547
Gross margin		796,713		96,994		893,707		-			893,707

Total expenses						571,421		(174,737	)		396,684
Net income before income taxes					$	322,286	$	174,737		$	497,023

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TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 13 – Segment Information (continued)

Nine Months Ended December 31, 2023	Avionics Government		Avionics Commercial		Avionics Total		Corporate Items			Total
Net sales	$	5,111,945	$	1,723,178	$	6,835,123	$	-		$	6,835,123
Cost of sales		2,858,652		1,354,319		4,212,971		-			4,212,971
Gross margin		2,253,293		368,859		2,622,152		-			2,622,152

Total expenses						1,461,598		1,168,943			2,630,541
Income (loss) before income taxes					$	1,160,554	$	(1,168,943	)	$	(8,389	)

Nine Months Ended December 31, 2022	Avionics Government		Avionics Commercial		Avionics Total		Corporate Items			Total
Net sales	$	4,807,723	$	1,787,045	$	6,594,768	$	-		$	6,594,768
Cost of sales		2,971,200		1,341,205		4,312,405		-			4,312,405
Gross margin		1,836,523		445,840		2,282,363		-			2,282,363

Total expenses						2,042,165		642,257			2,684,422
Loss before income taxes					$	240,198	$	(642,257	)	$	(402,059	)

Note 14 – Litigation

Currently, we are 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.

The Aeroflex litigation did not result in a favorable outcome for the Company, despite our belief that we committed no wrongdoing. We have paid the $6.6 million judgment in full and there are no outstanding obligations related to the Aeroflex litigation. The jury found no misappropriation of Aeroflex trade secrets but found that the Company tortiously interfered with a prospective business opportunity and awarded damages. The jury also found that TIC tortiously interfered with Aeroflex’s non-disclosure agreements with two former Aeroflex employees, and that the former Aeroflex employees breached their non-disclosure agreements with Aeroflex. Upon appeal, a decision on the case was rendered and released on July 21, 2023, the Kansas Appeals Court rejected each of TIC’s appeal arguments. TIC paid the full judgement amount of $6,559,233 on September 15, 2023, including interest of $1,659,233.

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

Forward Looking Statements

This Quarterly Report on Form 10-Q and other reports filed by the Company from time to time with the SEC (collectively the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the Filings, the words “may,” “will,” “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management are intended to identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and we caution you that these statements are not guarantees of future performance or events and are subject to risks, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

The key factors that are not within the Company’s control and that may have a direct bearing on operating results include, but are not limited to, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry, as well as the risk factors identified in the Company’s filings.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our unaudited condensed consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

For purposes of this Quarterly Report, “Tel-Instrument,” “we,” “our,” “us,” or similar references refers to Tel-Instrument Electronics, Inc, unless the context requires otherwise.

Overview

The Company reported net sales of $2,403,099 and $6,835,123 for the three and nine months ended December 31, 2023. This compared to net sales of $2,328,254 and $6,594,768 for the same three and nine-month period in the prior fiscal year. The increase in sales for the quarter ended December 31, 2023 was attributable to earlier placement of vendor orders by supply chain procurement, enabling the company to ship more units. Long supplier lead lines for certain high demand chips have been unprecedented, preventing the timely production of finished units being shipped to customers. The supply chain situation is gradually improving, and TIC has received sufficient parts to resume normal production operations.

Gross margin for the current quarter was $968,118 (40%) and $2,622,152 (38%) for the three and nine months ended December 31, 2023, respectively. As compared to $893,707 (38%) and $2,282,363 (35%) for the same periods in the prior year, respectively. The improvement was primarily attributable to fixed production costs being spread over increased volumes as production is ramped up with manufacturing components being delivered by our suppliers to coincide with open order deadlines and high margin engineering software sales revenue. This is a result of placing supplier orders further out to manage the long delivery dates for the three months ended December 31, 2023. The increase in the nine months ended December 31, 2023 as compared to December 31, 2022 is primarily due to revenue from the Navy Craft ECP project.

Net income was $133,809 for the three months ended December 31, 2023 and a net loss of $6,052 for the nine months ended December 31, 2023. As compared to a net income of $392,627 for the three months ended December 31, 2022 and a net loss of $317,610 for the nine months ended December 31, 2022.

Backlog orders on December 31, 2023, were $6 million compared to $6.5 million as of March 31, 2023.

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Overview (continued)

The Company continues to pursue opportunities in the domestic and international market for our Mode 5 and other new test sets. The international Mode 5 market has been slow over the last year due in part to ongoing delays in securing a large follow-on order from the German government. We continue to receive orders from the U.S. Government and the F-35 program for our AN/USM-708 and 719 (“CRAFT”) Mode 5 test sets. Our expectation is that orders and back-log will improve this fiscal year as the SDR-OMNI test set gains traction in the marketplace. We also received a $875,000 contract from the U.S. Army in July 2023 to update the TS-4530A software and add new capabilities. The engineering software work has been completed and we expect to invoice this amount by year-end, although this is contingent upon securing prompt approval from a government certification body.

TIC is also exploring new avenues to broaden its product portfolio including designing a high frequency “MADL” test set for the Lockheed Martin F-35 program. This contract takes advantage of our expertise in RF technology. This is a completely new market for TIC as it involves high frequency communication signals. TIC has successfully completed the engineering portion of the program and recently received a partially funded production purchase order with a value of $1.5 million. We expect to finalize this contract and secure full funding this summer. We expect to complete this order during FY 2025. TIC will continue to explore funded engineering programs of this nature as this is high margin business that helps diversify and expand our product portfolio.

The main focus area for the Company is moving into the military avionic and secure communications testing. The key for long-term sustained growth will be to supplement our strong position in military Mode 5 transponder testing with dominant product offerings in the much larger commercial and military communications and navigation test set market. TIC has spent several years and millions of dollars in developing our ground-breaking SDR-OMNI product which is meant to address both the commercial market for transponder and navigation test sets as well as competing in the military secure comm test set market. The SDR/OMNI supports a wide frequency range to accommodate new commercial and military waveforms in an industry leading 4.5-pound package. This is approximately half the weight of competitive test sets. It is also the only new multi-purpose test set which meets the Class 1 military environmental specifications. It utilizes the latest touch screen technology and has the capability to replace all TIC commercial test sets and military flight-line test sets with one handheld product. The Company started initial production deliveries during December 2022 and has sold over $720,000 of SDR/OMNI test sets as of December 31, 2023. There are several companies competing in this market space, but we believe that our SDR/OMNI design will be extremely competitive.

TIC recently introduced a military version of this test set called the SDR-OMNI/MIL. It adds SIF IFF and TACAN functions. This is a critically important test set as it could replace over 5,000 obsolete avionic and communication test sets currently in use by the U.S. military. We have taken orders for this new military test set from two international customers and expect initial orders from the U.S. military this quarter. Production deliveries are expected to begin in the first quarter of FY 2025.

TIC is also working closely with manufacturers of the new micro-Mode 5 transponders that will be used to add Mode 5 technology to drones. This is expected to be a significant long-term revenue driver given the recent drone fatalities faced by the U.S. in the Mid-East. We have also demonstrated Mode 5L2B using the micro-Mode 5 transponders in several of our test sets.

As previously disclosed, the Aeroflex litigation (see Note 14 to the Unaudited Condensed Consolidated Financial Statements) did not result in a favorable outcome for the Company, despite our belief that we committed no wrongdoing. We have paid the $6.6 million judgment in full and there are no outstanding obligations related to the Aeroflex litigation. The jury found no misappropriation of Aeroflex trade secrets but found that the Company tortiously interfered with a prospective business opportunity and awarded damages. The jury also found that TIC tortiously interfered with Aeroflex’s non-disclosure agreements with two former Aeroflex employees, and that the former Aeroflex employees breached their non-disclosure agreements with Aeroflex. Upon appeal, a decision on the case was rendered and released on July 21, 2023. The Kansas Appeals Court rejected each of TIC’s appeal arguments and the judgment required the Company to pay Aeroflex $6.6 million. The loss of the appeal is very disappointing to the Company, however there will be no impact on our net worth, as these damages had already been fully accrued. TIC paid the full judgement amount and has been fully satisfied as of September 15, 2023.

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Results of Operations

Sales

The increase in sales for the three months ended December 31, 2023 of 2,403,099 as compared to the same prior period of $2,328,254 resulted in a 3% increase. The increase in sales for the nine months ended December 31, 2023 of $ 6,835,123 as compared to the same prior period of $6,594,768 remained basically flat or a 4% increase.

The increase in sales for the quarter ended December 31, 2023 as compared to the prior quarter ended September 30, 2023 of $1,565,094 or a 54 percent increase was attributable to earlier placement of vendor orders by supply chain procurement, enabling the company to ship more units. Long supplier lead lines for certain high demand chips have been unprecedented, preventing the timely production of finished units being shipped to customers. The supply chain situation is gradually improving, and TIC has received sufficient parts to resume normal production operations. In addition, the company revenue included a 50 percent progress billing for the Army software upgrade project.

Gross Margin

Gross margin for the current quarter was $968,118 (40%) and $2,622,152 (38%) for the three and nine months ended December 31, 2023, respectively. This compared to $893,707 (38%) and $2,282,363 (35%) for the same periods in the prior year, respectively. The improvement was primarily attributable to fixed production costs being spread over increased volumes as production is ramped up with manufacturing components being delivered by our suppliers to coincide with open order deadlines and high margin engineering software revenue. This is a result of placing supplier orders further out to manage the long delivery dates for the three months ended December 31, 2023. The increase in the nine months ended December 31, 2023 as compared to December 31, 2022 is primarily due to revenue from the Navy Craft and Army engineering software projects which have a high margin.

Operating Expenses

Selling, general and administrative expenses decreased $174,479 (30%) to $414,458 and $104,737 (6%) to $1,520,386 for the three and nine months ended December 31, 2023, as compared to $588,937 and $1,625,123, respectively for the three and nine months ended December 31, 2022. The three and nine months decreases of $174,479 and $104,737, respectively are a result of professional fee savings and no profit sharing accruals offset by marketing documentation for our new SDR-OMNI test set, the resumption of travel and trade show participation.

Engineering, research, and development expenses decreased $64,249 (17%) to $306,546 and $588,833 (39%) to $913,701 for the three and nine months ended December 31, 2023, as compared to $370,795 and $1,502,534 for the three and nine months ended December 31, 2022, respectively. Total engineering expense decreased primarily as a result of the Navy ECP contract non-recurring engineering expenditures (“NRE”) which are reimbursed and reduced engineering costs in the current quarter by $208,368 offset by increases in engineering talent.

Income (loss) from Operations

As a result of the above, the Company recorded a net income from operations of $247,114 and $188,065 for the three and nine months ended December 31, 2023, as compared to a loss from operations of $66,025 and $845,294 for the three and nine months ended December 31, 2022.

Other Expense, Net

For the three and nine months ended December 31, 2023, total other net expense was $22,941 and $196,454. During the 9 months ended December 31, 2023, $198,535 of accrued judgement interest was included for the first two quarters of the current fiscal year. This is compared to other net income of $563,048 and $443,235 for the three and nine months ended December 31, 2022, this is primarily a result of $628,400 of Employee Retention Tax Credits (“ERC”) the Company was eligible for and filed the required amended tax returns. The credit refunds were received from the Internal Revenue Service on June 1, 2023.

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Net Income (loss) before Income Taxes

The Company recorded a net income before taxes of $224,173 and a net loss of $8,389 for the three and nine months ended December 31, 2023, as compared to net income before taxes of $497,023 and a net loss of $402,059 for the three and nine months ended December 31, 2022.

Income Tax Benefit

For the three and nine months ended December 31, 2023, the Company recorded income tax expense of $90,364 and an income tax benefit of $2,337, as compared to income tax expense and benefit of $104,396 and $84,449 for the three and nine months ended December 31, 2022, respectively.

Net Loss

The Company recorded net income of $133,809 and net loss of $6,052 for the three and nine months ended December 31, 2023, as compared to net income of $392,627 and a net loss of $317,610 for the three and nine months ended December 31, 2022.

Liquidity and Capital Resources

At December 31, 2023, the Company had net working capital of $3,723,705, as compared to $3,058,638 at March 31, 2023. The Company had approximately $220,791 of cash on hand at December 31, 2023 and approximately $5,850,000 at March 31, 2023. The Company also had $1,176,203 of accounts receivables compared to $900,881 at March 31, 2023.

The Company’s principal sources, and uses of funds were as follows:

Cash used in operating activities. For the nine months ended December 31, 2023, $6,316,840 in cash from operations was used as compared to the nine months ended December 31, 2022, the Company used $1,571,007. This decrease in cash used from operations is attributable to both operating losses and the settlement of the Aeroflex judgement of $6,559,233.

Cash used in investing activities. For the nine months ended December 31, 2023, the Company used $33,850 for purchases of equipment as compared to the nine months ended December 31, 2022, the Company used $11,732.

Cash provided by (used in) financing activities. For the nine months ended December 31, 2023, the Company provided $721,000 from financing activities as compared to using $80,000 for the nine months ended December 31, 2022. This increase is due to proceeds received from issuance of Series B and C Convertible Preferred Stock.

The Bank of America line of credit has been extended from December 31, 2023 maturity to June 30, 2023 maturity. As of December 31, 2023, the $690,000 line of credit was fully used.

The Company has recorded total damages of $6,559,233 including interest of $1,659,233, as a result of the jury verdict associated with the Aeroflex litigation as well as the Court’s decision on punitive damages.

A decision on the Aeroflex case was rendered and released on July 21, 2023, the Kansas Appeals Court rejected each of TIC’s appeal arguments. The loss of the appeal is very disappointing to the Company, however there will be no impact on net worth, as these damages have already been fully accrued. TIC paid the full judgement amount and has been fully satisfied as of September 15, 2023.

Moving forward, we believe that our expected cash flows from increased operations and increased accounts receivable payments will be sufficient to operate in the normal course of business for at least the next 12 months from the issuance date of these unaudited condensed financial statements.

Currently, the Company has no material future capital expenditure requirements.

These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023, filed with the SEC on June 15, 2023 (the “Annual Report”).

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Off-Balance Sheet Arrangements

As of December 31, 2023, the Company had no off-balance sheet arrangements.

Critical Accounting Policies

Our critical accounting policies are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report. There have been no changes in our critical accounting policies. Our significant accounting policies are described in our notes to the 2023 consolidated financial statements included in our Annual Report.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this Item. We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

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

(b) Changes in Internal Control over Financial Reporting

The Company, including its chief executive officer and chief financial officer, reviewed the Company’s internal control over financial reporting, pursuant to Rule 13(a)-15(e) under the Exchange Act and concluded that there was no change in the Company’s internal control over financial reporting during the Company’s most recently completed fiscal quarter during the period ended December 31, 2023 or subsequent to the date the Company completed its evaluation that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

As previously disclosed, the Aeroflex litigation (see Note 14 to the Unaudited Condensed Consolidated Financial Statements) did not result in a favorable outcome for the Company, despite our belief that we committed no wrongdoing. We have paid the $6.4 million judgment in full and there are no outstanding obligations related to the Aeroflex litigation. The jury found no misappropriation of Aeroflex trade secrets but found that the Company tortiously interfered with a prospective business opportunity and awarded damages. The jury also found that TIC tortiously interfered with Aeroflex’s non-disclosure agreements with two former Aeroflex employees, and that the former Aeroflex employees breached their non-disclosure agreements with Aeroflex. Upon appeal, a decision on the case was rendered and released on July 21, 2023. The Kansas Appeals Court rejected each of TIC’s appeal arguments and the judgment required the Company to pay Aeroflex $6.4 million. The loss of the appeal is very disappointing to the Company, however there will be no impact on net worth, as these damages had already been fully accrued.

Item 1A. Risk Factors.

Not applicable because we are a smaller reporting company. Notwithstanding, we believe there are no changes that constitute material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023, filed with the SEC on June 15, 2023.

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

During the three months ended December 31, 2023, other than as previously disclosed in a Current Report on Form 8-K, we did not issue any securities that were not registered under the Securities Act.

Item 3. Defaults upon Senior Securities.

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company during the quarter ending December 31, 2023.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

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

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Item 6. Exhibits.

Exhibit No.		Description

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

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

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

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

101.INS		Inline XBRL Instance Document*

101.SCH		Inline XBRL Taxonomy Extension Schema Document*

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

* Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TEL-INSTRUMENT ELECTRONICS CORP.


Date: February 13, 2024	By:	/s/ Jeffrey C. O’Hara
	Name:	Jeffrey C. O’Hara
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: February 13, 2024	By:	/s/ Pauline Romeo
	Name:	Pauline Romeo
	Title:	Chief Accounting Officer (Principal Financial and Accounting Officer)

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2023-09-15 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey C. O’Hara, certify that:

1.	I have reviewed this Form 10-Q of Tel-Instrument Electronics Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

Along with the Principal Financial Officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 13, 2024

By:

/s/ Jeffrey C. O’Hara

Jeffrey C. O’Hara

Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Pauline Romeo, certify that:

1.	I have reviewed this Form 10-Q of Tel-Instrument Electronics Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

Along with the Principal Executive Officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

5.	I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 13, 2024

By:

/s/ Pauline Romeo

Pauline Romeo

Chief Accounting Officer

(Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Tel-Instrument Electronics Corp. (the “Company”), on Form 10-Q for the quarter ended December 31, 2023, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Jeffrey C. O’Hara, Principal Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	Such Quarterly Report on Form 10-Q for the quarter ended December 31, 2023, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in such Quarterly Report on Form 10-Q for the quarter ended December 31, 2023, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 13, 2024	By:	/s/ Jeffrey C. O’Hara
		Jeffrey C. O’Hara
		Chief Executive Officer (Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Tel-Instrument Electronics Corp. (the “Company”), on Form 10-Q for the quarter ended December 31, 2023, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Pauline Romeo, Chief Accounting Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	Such Quarterly Report on Form 10-Q for the quarter ended December 31, 2023, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in such Quarterly Report on Form 10-Q for the quarter ended December 31, 2023, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 13, 2024

By:

/s/ Pauline Romeo

Pauline Romeo

Chief Accounting Officer

(Principal Financial and Accounting Officer)

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Dec. 31, 2023	Feb. 12, 2024
Document Information Line Items
Entity Registrant Name	TEL-INSTRUMENT ELECTRONICS CORP.
Document Type	10-Q
Current Fiscal Year End Date	--03-31
Entity Common Stock, Shares Outstanding		3,255,887
Amendment Flag	false
Entity Central Index Key	0000096885
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-31990
Entity Incorporation, State or Country Code	NJ
Entity Tax Identification Number	22-1441806
Entity Address, Address Line One	One Branca Road
Entity Address, City or Town	East Rutherford
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07073
City Area Code	201
Local Phone Number	933-1600
Title of 12(b) Security	N/A
No Trading Symbol Flag	true
Security Exchange Name	NONE
Entity Interactive Data Current	Yes

Condensed Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Mar. 31, 2023
Current assets:
Cash	$ 220,791	$ 3,839,398
Accounts receivable, net	1,176,203	900,881
Inventories, net	4,319,840	3,586,065
Restricted cash to support appeal bond	0	2,011,083
Prepaid expenses and other current assets	243,907	817,625
Total current assets	5,960,741	11,155,052
Equipment and leasehold improvements, net	83,495	85,167
Operating lease right-of-use assets	1,375,726	1,526,551
Deferred tax asset, net	2,630,274	2,627,935
Other long-term assets	35,109	35,109
Total assets	10,085,345	15,429,814
Current liabilities:
Line of credit	690,000	690,000
Operating lease liabilities – current portion	208,076	202,087
Accounts payable	804,363	322,582
Deferred revenues - current portion	82,797	123,117
Accrued expenses ‐vacation pay, payroll and payroll withholdings	230,992	240,034
Accrued legal damages	0	6,360,698
Accrued expenses - other	220,808	157,896
Total current liabilities	2,237,036	8,096,414
Operating lease liabilities – long-term	1,167,650	1,324,464
Other long term liabilities	48,140	53,416
Deferred revenues – long-term	128,778	173,883
Total liabilities	3,581,604	9,648,177
Commitments and contingencies	0	0
Stockholders’ equity:
Common stock, 7,000,000 shares authorized, par value $0.10 per share, 3,255,887 and 3,255,887 shares issued and outstanding, respectively	325,586	325,586
Additional paid-in capital	6,471,562	6,721,535
Accumulated deficit	(6,354,901)	(6,348,849)
Total stockholders’ equity	6,503,741	5,781,637
Total liabilities and stockholders’ equity	10,085,345	15,429,814
Series A Preferred Stock [Member]
Stockholders’ equity:
Preferred stock	4,055,998	3,875,998
Series B Preferred Stock [Member]
Stockholders’ equity:
Preferred stock	1,676,701	1,207,367
Series C Preferred Stock [Member]
Stockholders’ equity:
Preferred stock	$ 328,795	$ 0

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	9 Months Ended	12 Months Ended
	Dec. 31, 2023	Mar. 31, 2023
Common stock, par value (in Dollars per share)	$ 0.1	$ 0.1
Common stock, shares issued	3,255,887	3,255,887
Common stock, shares outstanding	3,255,887	3,255,887
Common stock, shares authorized	7,000,000	7,000,000
Series A Preferred Stock [Member]
Preferred stock, par value (in Dollars per share)	$ 0.1	$ 0.1
Preferred stock, shares issued	500,000	500,000
Preferred stock, shares outstanding	500,000	500,000
Preferred stock, Cumulative Series Convertible Preferred	8.00%	8.00%
Preferred stock, shares authorized	500,000	500,000
Series B Preferred Stock [Member]
Preferred stock, par value (in Dollars per share)	$ 0.1	$ 0.1
Preferred stock, shares issued	233,334	166,667
Preferred stock, shares outstanding	233,334	166,667
Preferred stock, Cumulative Series Convertible Preferred	8.00%	8.00%
Preferred stock, shares authorized	320,000	320,000
Series C Preferred Stock [Member]
Preferred stock, par value (in Dollars per share)	$ 0.1	$ 0.1
Preferred stock, shares issued	53,500	0
Preferred stock, shares outstanding	53,500	0
Preferred stock, Cumulative Series Convertible Preferred	8.00%	8.00%
Preferred stock, shares authorized	166,667	166,667

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Net sales	$ 2,403,099	$ 2,328,254	$ 6,835,123	$ 6,594,768
Cost of sales	1,434,981	1,434,547	4,212,971	4,312,405
Gross margin	968,118	893,707	2,622,152	2,282,363
Operating expenses:
Selling, general and administrative	414,458	588,937	1,520,386	1,625,123
Engineering, research, and development	306,546	370,795	913,701	1,502,534
Total operating expenses	721,004	959,732	2,434,087	3,127,657
Income (loss) from operations	247,114	(66,025)	188,065	(845,294)
Other income (expense):
Interest income	35	5,665	50,642	8,782
Income other		628,400	1,000	628,406
Interest expense – judgement	0	(71,017)	(198,535)	(193,953)
Interest expense	(22,976)	0	(49,561)	0
Total other net (expense) income	(22,941)	563,048	(196,454)	443,235
Income (loss) before income taxes	224,173	497,023	(8,389)	(402,059)
Income tax expense (benefit)	90,364	104,396	(2,337)	(84,449)
Net income (loss) income	133,809	392,627	(6,052)	(317,610)
Preferred dividends	(94,420)	(80,000)	(257,128)	(240,000)
Net income (loss) attributable to common shareholders	$ 39,389	$ 312,627	$ (263,180)	$ (557,610)
Basic net income (loss) per common share (in Dollars per share)	$ 0.01	$ 0.1	$ (0.08)	$ (0.17)
Diluted net income (loss) per common share (in Dollars per share)	$ 0.02	$ 0.08	$ (0.08)	$ (0.17)
Weighted average shares outstanding:
Basic (in Shares)	3,255,887	3,255,887	3,255,887	3,255,887
Diluted (in Shares)	5,610,634	5,155,665	3,255,887	3,255,887

Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($)	Series A Preferred Stock [Member] Preferred Stock [Member]	Series B Preferred Stock [Member] Preferred Stock [Member]	Series B Preferred Stock [Member]	Series C Preferred Stock [Member] Preferred Stock [Member]	Series C Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balances at at Mar. 31, 2022	$ 3,695,998	$ 1,147,367				$ 325,586	$ 7,018,353	$ (5,960,304)	$ 6,227,000
Balances at (in Shares) at Mar. 31, 2022	500,000	166,667				3,255,887
8% Dividends on Preferred Stock	$ 180,000	$ 60,000					(240,000)		240,000
Dividend Payments	(60,000)	(20,000)							(80,000)
Stock-based compensation							18,703		18,703
Net loss								(317,610)	(317,610)
Balances at at Dec. 31, 2022	$ 3,815,998	$ 1,187,367				$ 325,586	6,797,056	(6,277,914)	5,848,093
Balances at (in Shares) at Dec. 31, 2022	500,000	166,667				3,255,887
Balances at at Sep. 30, 2022	$ 3,755,998	$ 1,167,367				$ 325,586	6,870,822	(6,670,541)	5,449,232
Balances at (in Shares) at Sep. 30, 2022	500,000	166,667				3,255,887
8% Dividends on Preferred Stock	$ 60,000	$ 20,000					(80,000)		80,000
Stock-based compensation							6,234		6,234
Net loss								392,627	392,627
Balances at at Dec. 31, 2022	$ 3,815,998	$ 1,187,367				$ 325,586	6,797,056	(6,277,914)	5,848,093
Balances at (in Shares) at Dec. 31, 2022	500,000	166,667				3,255,887
Balances at at Mar. 31, 2023	$ 3,875,998	$ 1,207,367				$ 325,586	6,721,535	(6,348,849)	5,781,637
Balances at (in Shares) at Mar. 31, 2023	500,000	166,667				3,255,887
8% Dividends on Preferred Stock	$ 180,000	$ 69,334	$ 69,333	$ 7,795	$ 7,795		(257,129)		257,128
Dividend Payments									0
Issuance of Series B and Series C Preferred Stock		$ 400,000		$ 321,000					721,000
Issuance of Series B and Series C Preferred Stock (in Shares)		66,667		53,500	53,500
Stock-based compensation							7,156		7,156
Net loss								(6,052)	(6,052)
Balances at at Dec. 31, 2023	$ 4,055,998	$ 1,676,701		$ 328,795		$ 325,586	6,471,562	(6,354,901)	6,503,741
Balances at (in Shares) at Dec. 31, 2023	500,000	233,334		53,500		3,255,887
Balances at at Sep. 30, 2023	$ 3,995,998	$ 1,648,701		$ 322,375		$ 325,586	6,564,040	(6,488,710)	6,367,990
Balances at (in Shares) at Sep. 30, 2023	500,000	233,334		53,500		3,255,887
8% Dividends on Preferred Stock	$ 60,000	$ 28,000		$ 6,420			(94,420)		94,420
Stock-based compensation							1,942		1,942
Net loss								133,809	133,809
Balances at at Dec. 31, 2023	$ 4,055,998	$ 1,676,701		$ 328,795		$ 325,586	$ 6,471,562	$ (6,354,901)	$ 6,503,741
Balances at (in Shares) at Dec. 31, 2023	500,000	233,334		53,500		3,255,887

Condensed Consolidated Statements of Changes in Stockholders' Equity (Parentheticals)	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Additional Paid-in Capital [Member]
Dividends on Preferred Stock	8.00%	8.00%	8.00%	8.00%

Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (6,052)	$ (317,610)
Adjustments to reconcile net loss used in operating activities
Deferred income taxes	(2,339)	(84,449)
Depreciation and amortization	35,522	39,553
Amortization of right of use assets	150,825	145,544
Recovery of for inventory obsolescence	(5,133)	(8,068)
Non-cash stock-based compensation	7,156	18,703
Changes in assets and liabilities:
Increase in accounts receivable	(275,322)	(221,313)
Increase in inventories	(728,642)	(482,594)
Decrease (increase) in prepaid expenses & other assets	573,718	(723,572)
Increase in accounts payable and other accrued liabilities	544,693	252,887
Decrease in accrued payroll, vacation pay and payroll taxes	(9,042)	(193,077)
Decrease in deferred revenues	(85,425)	(45,420)
Decrease in operating lease liabilities	(150,825)	(145,544)
Decrease in other long term liabilities	(5,276)	0
(Decrease) increase in accrued legal damages	(6,360,698)	193,953
Net cash used in operating activities	(6,316,840)	(1,571,007)
Cash flows from investing activities:
Purchases of equipment	(33,850)	(6,136)
Net cash used in investing activities	(33,850)	(6,136)
Cash flows from financing activities:
Proceeds from issuance of Preferred Stock	721,000	0
Payment of dividends	0	(80,000)
Net cash provided (used in) financing activities	721,000	(80,000)
Net decrease in cash and restricted cash	(5,629,690)	(1,657,143)
	5,850,481	6,960,740
Supplemental cash flow information:
Taxes paid	0	0
Interest paid	40,523	0
Disposal of Equipment and leasehold improvements	27,272	0
	220,791	5,303,597
Beginning of period
Cash	3,839,398	4,949,690
Restricted cash	2,011,083	2,011,050
End of period
Cash	220,791	3,292,547
Restricted cash	$ 0	$ 2,011,050

Business, Organization and Liquidity

9 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Accounting [Text Block]

Note 1 – Business, Organization and Liquidity

Business and Organization

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

Liquidity

On December 31, 2023, the Company had positive net working capital of $3,723,705, as compared to working capital of $3,058,638 at March 31, 2023.

The Bank of America line of credit has been extended from December 31, 2023 maturity to June 30, 2024 maturity. As of December 31, 2023, the $690,000 line of credit was fully used.

On December 31, 2023, the Company had $220,791 of cash on hand.

The Company had a $6 million sales backlog on December 31, 2023.

Currently, the Company has no material future capital expenditure requirements.

Summary of Significant Accounting Policies

9 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

Inventory Reserve Policy

Revenue Recognition

Nature of goods and services

Test Units/Sets

Replacement Parts

Extended Warranties

The following table provides a summary of the changes in deferred revenues for the nine months ended December 31, 2023:

Deferred revenues at April 1, 2023	$	296,400
Revenue recognized for the nine months ended December 31, 2023		(96,847	)
Deferred revenues at December 31, 2023	$	199,553

Other Deferred Revenues

Repair and Calibration Services

Other

Disaggregation of revenue

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

	For the Three Months Ended December 31, 2023
	Commercial		Government
Sales Distribution
Test Units & Engineering	$	55,594	$	2,025,707
	$	55,594	$	2,025,707

	For the Three Months Ended December 31, 2022
	Commercial		Government
Sales Distribution
Test Units and Engineering	$	197,681	$	1,838,697
	$	197,681	$	1,838,697

	For the Nine Months Ended December 31, 2023
	Commercial		Government
Sales Distribution
Test Units and Engineering	$	541,679	$	5,111,945
	$	541,679	$	5,111,945

	For the Nine Months Ended December 31, 2022
	Commercial		Government
Sales Distribution
Test Units and Engineering	$	399,613	$	4,807,723
	$	399,613	$	4,807,723

In the following table, revenue is disaggregated by geography.

	For the Three Months Ended December 31, 2023		For the Three Months Ended December 31, 2022
Geography
United States	$	2,227,999	$	1,267,013
International		175,100		1,061,241
Total	$	2,403,099	$	2,328,254

	For the Nine Months Ended December 31, 2023		For the Nine Months Ended December 31, 2022
Geography
United States	$	5,894,617	$	5,252,138
International		940,506		1,342,630
Total	$	6,835,123	$	6,594,768

Long-Lived Assets

New Accounting Pronouncements

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

Accounts Receivable, net

9 Months Ended

Dec. 31, 2023

Receivables [Abstract]

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

Note 3 – Accounts Receivable, net

The following table sets forth the components of accounts receivable:

	December 31, 2023			March 31, 2023
Government	$	973,149		$	651,370
Commercial		212,486			255,912
Less: Allowance for credit loss		(9,432	)		(6,401	)
	$	1,176,203		$	900,881

Inventories, net

9 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

Note 4 – Inventories, net

Inventories consist of:

	December 31, 2023			March 31, 2023

Purchased parts	$	2,699,756		$	2,602,447
Work-in-process		2,073,756			1,388,679
Finished Goods		1,308			55,052
Less: Inventory reserve		(454,980	)		(460,113	)
	$	4,319,840		$	3,586,065

Restricted Cash to Support Appeal Bond

9 Months Ended

Dec. 31, 2023

Cash and Cash Equivalents [Abstract]

Cash and Cash Equivalents Disclosure [Text Block]

Note 5 – Restricted Cash to Support Appeal Bond

Prepaid expenses and other current assets

9 Months Ended

Dec. 31, 2023

Disclosure Text Block Supplement [Abstract]

Other Current Assets [Text Block]

Note 6 – Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of:

	December 31, 2023		March 31, 2023

Prepaid expenses	$	215,977	$	148,929
Deferred charges		27,720		24,720
Other receivables		210		643,976
	$	243,907	$	817,625

Line of Credit

9 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

Note 7 – Line of Credit

As of December 31, 2023, and March 31, 2023, the outstanding balances were $690,000, respectively. The interest rate on December 31, 2023, was 10.04%.

Right of Use Assets and Operating Lease Liability

9 Months Ended

Dec. 31, 2023

Disclosure Text Block [Abstract]

Lessee, Operating Leases [Text Block]

Note 8 – Right of Use Assets and Operating Lease Liability

Right to use assets is summarized below:

	December 31, 2023			March 31, 2023
Right to use asset	$	1,830,857		$	1,830,857
Less: Accumulated amortization		(455,131	)		(304,306	)
Right to use assets, net	$	1,375,726		$	1,526,551

Remaining payments in fiscal 2024	$	63,710
2025		254,840
2026		267,767
2027		277,000
2028		277,000
Thereafter		392,417
Total undiscounted future minimum lease payments		1,532,734
Less: Difference between undiscounted lease payments and discounted lease liabilities		(157,008	)
Present value of net minimum lease payments		1,375,726
Less current portion		(208,076	)
Operating lease liabilities – long-term	$	1,167,650

Stockholder's Equity

9 Months Ended

Dec. 31, 2023

Stockholders' Equity Note [Abstract]

Equity [Text Block]

Note 9 – Stockholder’s Equity

Series B 8% Convertible Preferred Stock

Series C 8% Convertible Preferred Stock

Stock Options Plans

9 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Payment Arrangement [Text Block]

Note 10 – Stock Options Plans

	Number of Options		Average Exercise Price		Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding options at April 1, 2023		99,000	$	3.13	1.78 years	$	-
Options granted		-	$	-	-		-
Options exercised		-	$	-	-		-
Options canceled/forfeited		-	$	-	-		-

Outstanding options at December 31, 2023		99,000	$	3.13	1.03 years	$	-
Vested Options:
December 31, 2023:		79,200	$	3.16	0.7 years	$	-

Remaining options available for grant were 151,000 as of December 31, 2023.

Income Taxes

9 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

Note 11 – Income Taxes

Net income (loss) per Share

9 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

Note 12– Net income (loss) per Share

	Three Months Ended			Three Months Ended
	December 31, 2023			December 31, 2022
Basic net income per share computation:
Net income	$	133,809		$	392,627
Less: Preferred dividends		(94,420	)		(80,000	)
Net income attributable to common shareholders		39,389			312,627
Weighted-average common shares outstanding		3,255,887			3,255,887
Basic net income per share	$	0.01		$	0.10
Diluted net income per share computation
Net income attributable to common shareholders	$	39,389		$	312,627
Add: Preferred dividends		94,420			80,000
Diluted net income attributable to common shareholders	$	133,809		$	392,627
Weighted-average common shares outstanding		3,255,887			3,255,887
Incremental shares attributable to the assumed conversion of preferred stock		2,354,747			1,899,778
Total adjusted weighted-average shares		5,610,634			5,155,665
Diluted net income per share	$	0.02		$	0.08

	Nine Months Ended			Nine Months Ended
	December 31, 2023			December 31, 2022
Basic net loss per share computation:
Net loss	$	(6,052	)	$	(317,610	)
Less: Preferred dividends		(257,128	)		(240,000	)
Net loss attributable to common shareholders		(263,180	)		(557,610	)
Weighted-average common shares outstanding		3,255,887			3,255,887
Basic net loss per share	$	(0.08	)	$	(0.17	)
Diluted net loss per share computation
Net loss attributable to common shareholders	$	(263,180	)	$	(557,610	)
Add: Preferred dividends		-			-
Net loss attributable to common shareholders	$	(263,180	)	$	(557,610	)
Weighted-average common shares outstanding		3,255,887			3,255,887
Incremental shares attributable to the assumed conversion of preferred stock		-			-
Total adjusted weighted-average shares		3,255,887			3,255,887
Diluted net loss per share	$	(0.08	)	$	(0.17	)

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

	December 31, 2023		December 31, 2022
Convertible preferred stock		-		-
Stock options		99,000		111,500
		99,000		111,500

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

	December 31, 2023		December 31, 2022
Convertible preferred stock		2,354,747		1,899,778
Stock options		99,000		111,500
		2,453,747		2,011,278

Segment Information

9 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

Note 13 – Segment Information

The tables below present information about reportable segments within the avionics business for the three and nine months ended December 31, 2023, and 2022:

Three Months Ended December 31, 2023	Avionics Government		Avionics Commercial		Avionics Total		Corporate Items			Total
Net sales	$	2,025,707	$	377,392	$	2,403,099	$	-		$	2,403,099
Cost of sales		1,099,256		335,725		1,434,981		-			1,434,981
Gross margin		926,451		41,667		968,118		-			968,118

Total expenses						469,649		274,296			743,945
Net income (loss) before income taxes					$	498,469	$	(274,296	)	$	224,173

Three Months Ended December 31, 2022	Avionics Government		Avionics Commercial		Avionics Total		Corporate Items			Total
Net sales	$	1,838,697	$	489,557	$	2,328,254	$	-		$	2,328,254
Cost of sales		1,041,984		392,563		1,434,547		-			1,434,547
Gross margin		796,713		96,994		893,707		-			893,707

Total expenses						571,421		(174,737	)		396,684
Net income before income taxes					$	322,286	$	174,737		$	497,023

Nine Months Ended December 31, 2023	Avionics Government		Avionics Commercial		Avionics Total		Corporate Items			Total
Net sales	$	5,111,945	$	1,723,178	$	6,835,123	$	-		$	6,835,123
Cost of sales		2,858,652		1,354,319		4,212,971		-			4,212,971
Gross margin		2,253,293		368,859		2,622,152		-			2,622,152

Total expenses						1,461,598		1,168,943			2,630,541
Income (loss) before income taxes					$	1,160,554	$	(1,168,943	)	$	(8,389	)

Nine Months Ended December 31, 2022	Avionics Government		Avionics Commercial		Avionics Total		Corporate Items			Total
Net sales	$	4,807,723	$	1,787,045	$	6,594,768	$	-		$	6,594,768
Cost of sales		2,971,200		1,341,205		4,312,405		-			4,312,405
Gross margin		1,836,523		445,840		2,282,363		-			2,282,363

Total expenses						2,042,165		642,257			2,684,422
Loss before income taxes					$	240,198	$	(642,257	)	$	(402,059	)

Litigation

9 Months Ended

Dec. 31, 2023

Disclosure Text Block Supplement [Abstract]

Legal Matters and Contingencies [Text Block]

Note 14 – Litigation

Accounting Policies, by Policy (Policies)

9 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

Inventory, Policy [Policy Text Block]

Inventory Reserve Policy

Revenue [Policy Text Block]

Revenue Recognition

Nature of goods and services

Test Units/Sets

Replacement Parts

Extended Warranties

The following table provides a summary of the changes in deferred revenues for the nine months ended December 31, 2023:

Deferred revenues at April 1, 2023	$	296,400
Revenue recognized for the nine months ended December 31, 2023		(96,847	)
Deferred revenues at December 31, 2023	$	199,553

Other Deferred Revenues

Repair and Calibration Services

Other

Disaggregation of revenue

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

	For the Three Months Ended December 31, 2023
	Commercial		Government
Sales Distribution
Test Units & Engineering	$	55,594	$	2,025,707
	$	55,594	$	2,025,707

	For the Three Months Ended December 31, 2022
	Commercial		Government
Sales Distribution
Test Units and Engineering	$	197,681	$	1,838,697
	$	197,681	$	1,838,697

	For the Nine Months Ended December 31, 2023
	Commercial		Government
Sales Distribution
Test Units and Engineering	$	541,679	$	5,111,945
	$	541,679	$	5,111,945

	For the Nine Months Ended December 31, 2022
	Commercial		Government
Sales Distribution
Test Units and Engineering	$	399,613	$	4,807,723
	$	399,613	$	4,807,723

In the following table, revenue is disaggregated by geography.

	For the Three Months Ended December 31, 2023		For the Three Months Ended December 31, 2022
Geography
United States	$	2,227,999	$	1,267,013
International		175,100		1,061,241
Total	$	2,403,099	$	2,328,254

	For the Nine Months Ended December 31, 2023		For the Nine Months Ended December 31, 2022
Geography
United States	$	5,894,617	$	5,252,138
International		940,506		1,342,630
Total	$	6,835,123	$	6,594,768

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Long-Lived Assets

New Accounting Pronouncements, Policy [Policy Text Block]

New Accounting Pronouncements

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

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Deferred Revenue, by Arrangement, Disclosure [Table Text Block]

The following table provides a summary of the changes in deferred revenues for the nine months ended December 31, 2023:

Deferred revenues at April 1, 2023	$	296,400
Revenue recognized for the nine months ended December 31, 2023		(96,847	)
Deferred revenues at December 31, 2023	$	199,553

Disaggregation of Revenue [Table Text Block]

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

	For the Three Months Ended December 31, 2023
	Commercial		Government
Sales Distribution
Test Units & Engineering	$	55,594	$	2,025,707
	$	55,594	$	2,025,707

	For the Three Months Ended December 31, 2022
	Commercial		Government
Sales Distribution
Test Units and Engineering	$	197,681	$	1,838,697
	$	197,681	$	1,838,697

	For the Nine Months Ended December 31, 2023
	Commercial		Government
Sales Distribution
Test Units and Engineering	$	541,679	$	5,111,945
	$	541,679	$	5,111,945

	For the Nine Months Ended December 31, 2022
	Commercial		Government
Sales Distribution
Test Units and Engineering	$	399,613	$	4,807,723
	$	399,613	$	4,807,723

Revenue from External Customers by Geographic Areas [Table Text Block]

In the following table, revenue is disaggregated by geography.

	For the Three Months Ended December 31, 2023		For the Three Months Ended December 31, 2022
Geography
United States	$	2,227,999	$	1,267,013
International		175,100		1,061,241
Total	$	2,403,099	$	2,328,254

	For the Nine Months Ended December 31, 2023		For the Nine Months Ended December 31, 2022
Geography
United States	$	5,894,617	$	5,252,138
International		940,506		1,342,630
Total	$	6,835,123	$	6,594,768

Accounts Receivable, net (Tables)

9 Months Ended

Dec. 31, 2023

Receivables [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

The following table sets forth the components of accounts receivable:

	December 31, 2023			March 31, 2023
Government	$	973,149		$	651,370
Commercial		212,486			255,912
Less: Allowance for credit loss		(9,432	)		(6,401	)
	$	1,176,203		$	900,881

Inventories, net (Tables)

9 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

Inventories consist of:

	December 31, 2023			March 31, 2023

Purchased parts	$	2,699,756		$	2,602,447
Work-in-process		2,073,756			1,388,679
Finished Goods		1,308			55,052
Less: Inventory reserve		(454,980	)		(460,113	)
	$	4,319,840		$	3,586,065

Prepaid expenses and other current assets (Tables)

9 Months Ended

Dec. 31, 2023

Disclosure Text Block Supplement [Abstract]

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]

Prepaid expenses and other current assets consist of:

	December 31, 2023		March 31, 2023

Prepaid expenses	$	215,977	$	148,929
Deferred charges		27,720		24,720
Other receivables		210		643,976
	$	243,907	$	817,625

Right of Use Assets and Operating Lease Liability (Tables)

9 Months Ended

Dec. 31, 2023

Disclosure Text Block [Abstract]

Lease, Cost [Table Text Block]

Right to use assets is summarized below:

	December 31, 2023			March 31, 2023
Right to use asset	$	1,830,857		$	1,830,857
Less: Accumulated amortization		(455,131	)		(304,306	)
Right to use assets, net	$	1,375,726		$	1,526,551

Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]

Remaining payments in fiscal 2024	$	63,710
2025		254,840
2026		267,767
2027		277,000
2028		277,000
Thereafter		392,417
Total undiscounted future minimum lease payments		1,532,734
Less: Difference between undiscounted lease payments and discounted lease liabilities		(157,008	)
Present value of net minimum lease payments		1,375,726
Less current portion		(208,076	)
Operating lease liabilities – long-term	$	1,167,650

Stock Options Plans (Tables)

9 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

	Number of Options		Average Exercise Price		Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding options at April 1, 2023		99,000	$	3.13	1.78 years	$	-
Options granted		-	$	-	-		-
Options exercised		-	$	-	-		-
Options canceled/forfeited		-	$	-	-		-

Outstanding options at December 31, 2023		99,000	$	3.13	1.03 years	$	-
Vested Options:
December 31, 2023:		79,200	$	3.16	0.7 years	$	-

Net income (loss) per Share (Tables)

9 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Three Months Ended			Three Months Ended
	December 31, 2023			December 31, 2022
Basic net income per share computation:
Net income	$	133,809		$	392,627
Less: Preferred dividends		(94,420	)		(80,000	)
Net income attributable to common shareholders		39,389			312,627
Weighted-average common shares outstanding		3,255,887			3,255,887
Basic net income per share	$	0.01		$	0.10
Diluted net income per share computation
Net income attributable to common shareholders	$	39,389		$	312,627
Add: Preferred dividends		94,420			80,000
Diluted net income attributable to common shareholders	$	133,809		$	392,627
Weighted-average common shares outstanding		3,255,887			3,255,887
Incremental shares attributable to the assumed conversion of preferred stock		2,354,747			1,899,778
Total adjusted weighted-average shares		5,610,634			5,155,665
Diluted net income per share	$	0.02		$	0.08

	Nine Months Ended			Nine Months Ended
	December 31, 2023			December 31, 2022
Basic net loss per share computation:
Net loss	$	(6,052	)	$	(317,610	)
Less: Preferred dividends		(257,128	)		(240,000	)
Net loss attributable to common shareholders		(263,180	)		(557,610	)
Weighted-average common shares outstanding		3,255,887			3,255,887
Basic net loss per share	$	(0.08	)	$	(0.17	)
Diluted net loss per share computation
Net loss attributable to common shareholders	$	(263,180	)	$	(557,610	)
Add: Preferred dividends		-			-
Net loss attributable to common shareholders	$	(263,180	)	$	(557,610	)
Weighted-average common shares outstanding		3,255,887			3,255,887
Incremental shares attributable to the assumed conversion of preferred stock		-			-
Total adjusted weighted-average shares		3,255,887			3,255,887
Diluted net loss per share	$	(0.08	)	$	(0.17	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

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

	December 31, 2023		December 31, 2022
Convertible preferred stock		-		-
Stock options		99,000		111,500
		99,000		111,500

	December 31, 2023		December 31, 2022
Convertible preferred stock		2,354,747		1,899,778
Stock options		99,000		111,500
		2,453,747		2,011,278

Segment Information (Tables)

9 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

The tables below present information about reportable segments within the avionics business for the three and nine months ended December 31, 2023, and 2022:

Three Months Ended December 31, 2023	Avionics Government		Avionics Commercial		Avionics Total		Corporate Items			Total
Net sales	$	2,025,707	$	377,392	$	2,403,099	$	-		$	2,403,099
Cost of sales		1,099,256		335,725		1,434,981		-			1,434,981
Gross margin		926,451		41,667		968,118		-			968,118

Total expenses						469,649		274,296			743,945
Net income (loss) before income taxes					$	498,469	$	(274,296	)	$	224,173

Three Months Ended December 31, 2022	Avionics Government		Avionics Commercial		Avionics Total		Corporate Items			Total
Net sales	$	1,838,697	$	489,557	$	2,328,254	$	-		$	2,328,254
Cost of sales		1,041,984		392,563		1,434,547		-			1,434,547
Gross margin		796,713		96,994		893,707		-			893,707

Total expenses						571,421		(174,737	)		396,684
Net income before income taxes					$	322,286	$	174,737		$	497,023

Nine Months Ended December 31, 2023	Avionics Government		Avionics Commercial		Avionics Total		Corporate Items			Total
Net sales	$	5,111,945	$	1,723,178	$	6,835,123	$	-		$	6,835,123
Cost of sales		2,858,652		1,354,319		4,212,971		-			4,212,971
Gross margin		2,253,293		368,859		2,622,152		-			2,622,152

Total expenses						1,461,598		1,168,943			2,630,541
Income (loss) before income taxes					$	1,160,554	$	(1,168,943	)	$	(8,389	)

Nine Months Ended December 31, 2022	Avionics Government		Avionics Commercial		Avionics Total		Corporate Items			Total
Net sales	$	4,807,723	$	1,787,045	$	6,594,768	$	-		$	6,594,768
Cost of sales		2,971,200		1,341,205		4,312,405		-			4,312,405
Gross margin		1,836,523		445,840		2,282,363		-			2,282,363

Total expenses						2,042,165		642,257			2,684,422
Loss before income taxes					$	240,198	$	(642,257	)	$	(402,059	)

Business, Organization and Liquidity (Details) - USD ($)		9 Months Ended
	Sep. 15, 2023	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Accounting Policies [Abstract]
Working Capital		$ 3,723,705	$ 3,058,638
Long-Term Line of Credit		690,000
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents		220,791	$ 5,850,481	$ 5,303,597	$ 6,960,740
Backlog		6,000,000
Loss Contingency, Damages Awarded, Value		6,559,233
Litigation Settlement Interest		1,659,233
Litigation Settlement, Expense	$ 6,559,233
Proceeds from Income Tax Refunds		$ 628,401

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023
Summary of Significant Accounting Policies (Details) [Line Items]
Extended Product Warranty Description			The extended warranties sold by the Company provide a level of assurance beyond the coverage for defects that existed at the time of a sale or against certain types of covered damage with coverage terms ranging from 2 to 7 years.
Extended Product Warranty Accrual	$ 199,553		$ 199,553		$ 296,400
Recognition of Deferred Revenue	30,261	$ 24,393	96,847	$ 71,796
Deferred Revenue and Credits, Current	12,022		12,022		$ 600
Revenues	2,403,099	2,328,254	6,835,123	6,594,768
Payments for Commissions	12,031	43,778	68,267	71,458
Repairs and Calibration [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Revenues	260,238	193,848	898,670	1,124,213
Replacement Parts [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Revenues	23,921	50,078	163,111	135,154
Extended Warranty [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Revenues	30,262	29,393	98,847	86,797
Other Revenue [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Revenues	7,377	18,557	20,871	41,268
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Customer One [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Revenues	$ 715,635	$ 472,752	$ 2,162,360	$ 1,123,685
Concentration Risk, Percentage	30.00%	20.00%	32.00%	17.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Customer Two [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Revenues	$ 437,499	$ 320,284		$ 769,370
Concentration Risk, Percentage	18.00%	14.00%		12.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Customer Three [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Revenues	$ 243,718	$ 239,100		$ 627,951
Concentration Risk, Percentage	10.00%	10.00%		10.00%
Sales and Marketing Assistance [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Payments for Commissions	$ 9,000	$ 9,000	$ 27,000	$ 27,000

Summary of Significant Accounting Policies (Details) - Deferred Revenue, by Arrangement, Disclosure	9 Months Ended
	Dec. 31, 2023 USD ($)
Deferred Revenue By Arrangement Disclosure Abstract
Deferred revenues related to extended warrants	$ 296,400
Revenue recognized	(96,847)
Deferred revenues related to extended warrants	$ 199,553

Summary of Significant Accounting Policies (Details) - Disaggregation of Revenue - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Commercial Customers [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 55,594	$ 197,681	$ 541,679	$ 399,613
Commercial Customers [Member] \| Test Units & Engineering [Member]
Disaggregation of Revenue [Line Items]
Revenues	55,594	197,681	541,679	399,613
U.S. Government [Member]
Disaggregation of Revenue [Line Items]
Revenues	2,025,707	1,838,697	5,111,945	4,807,723
U.S. Government [Member] \| Test Units & Engineering [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 2,025,707	$ 1,838,697	$ 5,111,945	$ 4,807,723

Summary of Significant Accounting Policies (Details) - Revenue from External Customers by Geographic Areas - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies (Details) - Revenue from External Customers by Geographic Areas [Line Items]
Revenues	$ 2,403,099	$ 2,328,254	$ 6,835,123	$ 6,594,768
UNITED STATES
Summary of Significant Accounting Policies (Details) - Revenue from External Customers by Geographic Areas [Line Items]
Revenues	2,227,999	1,267,013	5,894,617	5,252,138
INTERNATIONAL
Summary of Significant Accounting Policies (Details) - Revenue from External Customers by Geographic Areas [Line Items]
Revenues	$ 175,100	$ 1,061,241	$ 940,506	$ 1,342,630

Accounts Receivable, net (Details) - Schedule of Accounts, Notes, Loans and Financing Receivable - USD ($)	Dec. 31, 2023	Mar. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]
Less: Allowance for credit loss	$ (9,432)	$ (6,401)
Total	1,176,203	900,881
Government Receivables [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable	973,149	651,370
Commercial Receivables [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable	$ 212,486	$ 255,912

Inventories, net (Details) - Schedule of Inventory, Current - USD ($)	Dec. 31, 2023	Mar. 31, 2023
Schedule Of Inventory Current Abstract
Purchased parts	$ 2,699,756	$ 2,602,447
Work-in-process	2,073,756	1,388,679
Finished Goods	1,308	55,052
Less: Allowance for obsolete inventory	(454,980)	(460,113)
Inventory, net	$ 4,319,840	$ 3,586,065

Restricted Cash to Support Appeal Bond (Details) - USD ($)	Dec. 31, 2023	Sep. 14, 2023	Jan. 31, 2018
Cash and Cash Equivalents [Abstract]
Restricted Cash, Current	$ 0	$ 2,011,083	$ 2,000,000

Prepaid expenses and other current assets (Details)	Dec. 31, 2023 USD ($)
Disclosure Text Block Supplement [Abstract]
Other Receivables	$ 628,401

Prepaid expenses and other current assets (Details) - Deferred Costs, Capitalized, Prepaid, and Other Assets - USD ($)	Dec. 31, 2023	Mar. 31, 2023
Deferred Costs Capitalized Prepaid And Other Assets Abstract
Prepaid expenses	$ 215,977	$ 148,929
Deferred charges	27,720	24,720
Other receivables	210	643,976
Prepaid expenses and other current assets	$ 243,907	$ 817,625

Line of Credit (Details)	9 Months Ended
Line of Credit (Details)	Dec. 31, 2023 USD ($)
Line of Credit (Details) [Line Items]
Line of Credit Facility, Interest Rate Description	1.25% plus 4.62 percentage points
Long-Term Line of Credit	$ 690,000
London Interbank Offered Rate LIBOR [Member]
Line of Credit (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate	3.75%
Line of Credit [Member]
Line of Credit (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 690,000
Line of Credit Facility, Collateral	collateralized by substantially all of the assets of the Company
Long-Term Line of Credit	$ 690,000
Line of Credit Facility, Interest Rate at Period End	10.04%

Right of Use Assets and Operating Lease Liability (Details) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Right of Use Assets and Operating Lease Liability (Details) [Line Items]
Operating Lease, Expense	$ 102,900	$ 96,233	$ 308,634	$ 304,736
Operating Lease, Weighted Average Remaining Lease Term	5 years 8 months 1 day		5 years 8 months 1 day
Building [Member]
Right of Use Assets and Operating Lease Liability (Details) [Line Items]
Operating Lease, Expense			$ 21,237
Lessee, Operating Lease, Discount Rate	3.90%		3.90%
Building [Member] \| Monthly Payments September 2025 [Member] \| Minimum [Member]
Right of Use Assets and Operating Lease Liability (Details) [Line Items]
Operating Lease, Expense			$ 23,083
Building [Member] \| Monthly Payments September 2021 [Member] \| Minimum [Member]
Right of Use Assets and Operating Lease Liability (Details) [Line Items]
Lessee, Operating Lease, Renewal Term	8 years		8 years

Right of Use Assets and Operating Lease Liability (Details) - Lease, Cost - USD ($)	Dec. 31, 2023	Mar. 31, 2023
Lease, Cost [Abstract]
Right to use asset	$ 1,830,857	$ 1,830,857
Less: Accumulated amortization	(455,131)	(304,306)
Right to use assets, net	$ 1,375,726	$ 1,526,551

Right of Use Assets and Operating Lease Liability (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($)	Dec. 31, 2023	Mar. 31, 2023
Lessee Operating Lease Liability Maturity Abstract
Remaining payments in fiscal 2024	$ 63,710
2025	254,840
2026	267,767
2027	277,000
2028	277,000
Thereafter	392,417
Total undiscounted future minimum lease payments	1,532,734
Less: Difference between undiscounted lease payments and discounted lease liabilities	(157,008)
Present value of net minimum lease payments	1,375,726
Less current portion	(208,076)	$ (202,087)
Operating lease liabilities – long-term	$ 1,167,650	$ 1,324,464

Stockholder's Equity (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
Stockholder's Equity (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023
Stockholder's Equity (Details) [Line Items]
Dividends, Preferred Stock		$ 94,420	$ 80,000	$ 257,128	$ 240,000
Series B Preferred Stock [Member]
Stockholder's Equity (Details) [Line Items]
Stock Issued During Period, Shares, New Issues (in Shares)	66,667
Proceeds from Issuance of Convertible Preferred Stock	$ 400,000
Preferred Stock, Liquidation Preference Per Share (in Dollars per share)	$ 6
Preferred Stock, Convertible, Conversion Price (in Dollars per share)	2
Dividend Payment Restrictions Schedule, Description				The holder of shares of the Series B 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 B Stated Value of such shares of Series B 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 B Preferred, payable quarterly in cash.
Preferred Stock, Dividend Rate, Percentage				8.00%		8.00%
Dividends, Preferred Stock				$ 69,333
Series C Preferred Stock [Member]
Stockholder's Equity (Details) [Line Items]
Stock Issued During Period, Shares, New Issues (in Shares)				53,500
Proceeds from Issuance of Convertible Preferred Stock				$ 321,000
Preferred Stock, Liquidation Preference Per Share (in Dollars per share)	6
Preferred Stock, Convertible, Conversion Price (in Dollars per share)	$ 2
Dividend Payment Restrictions Schedule, Description				The holder of shares of the Series C 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 C Stated Value of such shares of Series C 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 c Preferred, payable quarterly in cash.
Preferred Stock, Dividend Rate, Percentage				8.00%		8.00%
Dividends, Preferred Stock				$ 7,795
Director [Member]
Stockholder's Equity (Details) [Line Items]
Proceeds from Issuance of Convertible Preferred Stock	$ 171,000
Investor [Member]
Stockholder's Equity (Details) [Line Items]
Proceeds from Issuance of Convertible Preferred Stock	$ 150,000

Stock Options Plans (Details) - USD ($)		3 Months Ended		9 Months Ended
Stock Options Plans (Details) - USD ($)	Jan. 18, 2017	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023
Stock Options Plans (Details) [Line Items]
Common Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.1	$ 0.1		$ 0.1		$ 0.1
Common Stock, Capital Shares Reserved for Future Issuance (in Shares)	250,000
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount		$ 10,508		$ 10,508
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition				2 years 4 months 9 days
Share-Based Payment Arrangement, Expense		$ 1,942	$ 6,234	$ 7,156	$ 18,703
Share-Based Payment Arrangement, Option [Member]
Stock Options Plans (Details) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Terms of Award	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.
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period	5 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights	Options 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.
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in Shares)		151,000		151,000

Stock Options Plans (Details) - Share-based Payment Arrangement, Option, Activity - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2023	Mar. 31, 2023
Share Based Payment Arrangement Option Activity Abstract
Outstanding, Number of Options		99,000
Outstanding, Average Exercise Price (in Dollars per share)		$ 3.13
Outstanding, Average Remaining Contractual Term	1 year 10 days	1 year 9 months 10 days
Outstanding, Aggregate Intrinsic Value (in Dollars)		$ 0
Balance, Number of Options	79,200
Balance, Average Exercise Price (in Dollars per share)	$ 3.16
Balance, Average Remaining Contractual Term	8 months 12 days
Balance, Aggregate Intrinsic Value (in Dollars)	$ 0
Options granted, Average Exercise Price	0
Options granted, Average Exercise Price (in Dollars per share)	$ 0
Options granted	0
Options exercised, Average Exercise Price	0
Options exercised, Average Exercise Price (in Dollars per share)	$ 0
Options exercised	0
Options canceled/forfeited, Average Exercise Price	0
Options canceled/forfeited, Average Exercise Price (in Dollars per share)	$ 0
Options canceled/forfeited	0
Outstanding, Number of Options	99,000
Outstanding, Average Exercise Price (in Dollars per share)	$ 3.13
Outstanding, Aggregate Intrinsic Value (in Dollars)	$ 0

Income Taxes (Details) - USD ($)	Dec. 31, 2023	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Deferred Income Tax Assets, Net	$ 2,630,274	$ 2,627,935

Net income (loss) per Share (Details) - Schedule of Earnings Per Share, Basic and Diluted - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Basic net income per share computation:
Net loss	$ 133,809	$ 392,627	$ (6,052)	$ (317,610)
Less: Preferred dividends	(94,420)	(80,000)	(257,128)	(240,000)
Net loss attributable to common shareholders	39,389	312,627	(263,180)	(557,610)
Add: Preferred dividends	94,420	80,000	0	0
Diluted net loss attributable to common shareholders	$ 133,809	$ 392,627	$ (263,180)	$ (557,610)
Weighted-average common shares outstanding (in Shares)	3,255,887	3,255,887	3,255,887	3,255,887
Incremental shares attributable to the assumed conversion of preferred stock (in Shares)	2,354,747	1,899,778	0	0
Total adjusted weighted-average shares (in Shares)	5,610,634	5,155,665	3,255,887	3,255,887
Diluted net loss per share (in Dollars per share)	$ 0.02	$ 0.08	$ (0.08)	$ (0.17)
Net loss per share (in Dollars per share)	$ 0.01	$ 0.1	$ (0.08)	$ (0.17)

Net income (loss) per Share (Details) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share - shares	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	99,000	111,500	2,453,747	2,011,278
Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	0	2,354,747	1,899,778
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	99,000	111,500	99,000	111,500

Segment Information (Details) - Schedule of Segment Reporting Information, by Segment - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Net sales	$ 2,403,099	$ 2,328,254	$ 6,835,123	$ 6,594,768
Cost of sales	1,434,981	1,434,547	4,212,971	4,312,405
Gross margin	968,118	893,707	2,622,152	2,282,363
Total expenses	743,945	396,684	2,630,541	2,684,422
Income (loss) before income taxes	224,173	497,023	(8,389)	(402,059)
Avionics Government [Member]
Segment Reporting Information [Line Items]
Net sales	2,025,707	1,838,697	5,111,945	4,807,723
Cost of sales	1,099,256	1,041,984	2,858,652	2,971,200
Gross margin	926,451	796,713	2,253,293	1,836,523
Avionics Commercial [Member]
Segment Reporting Information [Line Items]
Net sales	377,392	489,557	1,723,178	1,787,045
Cost of sales	335,725	392,563	1,354,319	1,341,205
Gross margin	41,667	96,994	368,859	445,840
Avionics Total [Member]
Segment Reporting Information [Line Items]
Net sales	2,403,099	2,328,254	6,835,123	6,594,768
Cost of sales	1,434,981	1,434,547	4,212,971	4,312,405
Gross margin	968,118	893,707	2,622,152	2,282,363
Total expenses	469,649	571,421	1,461,598	2,042,165
Income (loss) before income taxes	498,469	322,286	1,160,554	240,198
Corporate Segment [Member]
Segment Reporting Information [Line Items]
Net sales	0	0	0	0
Cost of sales	0	0	0	0
Gross margin	0	0	0	0
Total expenses	274,296	(174,737)	1,168,943	642,257
Income (loss) before income taxes	$ (274,296)	$ 174,737	$ (1,168,943)	$ (642,257)

Litigation (Details) - USD ($)		9 Months Ended
Litigation (Details) - USD ($)	Sep. 15, 2023	Dec. 31, 2023
Litigation (Details) [Line Items]
Loss Contingency, Damages Awarded, Value		$ 6,559,233
Litigation Settlement, Expense	$ 6,559,233
Litigation Settlement Interest		$ 1,659,233
Aeroflex [Member]
Litigation (Details) [Line Items]
Litigation Settlement, Expense	6,559,233
Litigation Settlement Interest	$ 1,659,233