Filed by Bowne Pure Compliance
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
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þ |
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Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended March 31, 2007
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o |
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Transition report under Section 13 or 15(d) of the Exchange Act |
For the transition period from to
Commission
File Number: 0-8588
TECHNICAL COMMUNICATIONS CORPORATION
(Exact name of small business issuer as specified in its charter)
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Massachusetts
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04-2295040 |
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.) |
incorporation or organization) |
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100 Domino Drive, Concord, MA
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01742-2892 |
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(Address of principal executive offices)
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(Zip Code) |
Issuers telephone number, including area code: (978) 287-5100
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
State the number of shares outstanding of each of the issuers classes of common stock, as of the
latest practicable date. Number of shares of Common Stock, $.10 par value, outstanding as of May
11, 2007: 1,378,735
Transitional Small Business Disclosure Format (check one): Yes o No þ
Item 1. Financial Statements
TECHNICAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
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March 31, 2007 |
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September 30, 2006 |
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(Unaudited) |
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Assets |
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Current Assets: |
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Cash and cash equivalents |
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$ |
1,980,396 |
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$ |
1,870,713 |
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Accounts receivable trade, less allowance for
doubtful
accounts of $70,000 |
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247,682 |
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206,320 |
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Inventories |
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1,670,430 |
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1,504,613 |
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Other current assets |
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63,241 |
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92,298 |
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Total current assets |
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3,961,749 |
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3,673,944 |
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Equipment and leasehold improvements |
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5,108,464 |
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5,077,732 |
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Less: accumulated depreciation and amortization |
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(5,009,333 |
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(4,994,339 |
) |
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Equipment and leasehold improvements, net |
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99,131 |
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83,393 |
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Total Assets |
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$ |
4,060,880 |
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$ |
3,757,337 |
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Liabilities and Stockholders Equity |
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Current Liabilities: |
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Accounts payable |
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$ |
136,580 |
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$ |
113,954 |
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Accrued liabilities |
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Accrued compensation and related expenses |
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259,131 |
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150,836 |
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Accrued expenses |
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183,857 |
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262,673 |
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Total current liabilities |
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579,568 |
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527,463 |
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Stockholders Equity: |
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Common stock, par value $.10 per share;
7,000,000 shares authorized; 1,377,067 shares issued
and outstanding at March 31, 2007 and 1,371,691
shares issued and outstanding at September 30, 2006 |
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137,707 |
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137,169 |
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Additional paid-in capital |
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1,462,516 |
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1,406,700 |
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Retained earnings |
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1,881,089 |
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1,686,005 |
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Total stockholders equity |
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3,481,312 |
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3,229,874 |
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Total Liabilities and Stockholders Equity |
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$ |
4,060,880 |
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$ |
3,757,337 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
Page 2
TECHNICAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
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Three Months Ended |
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March 31, 2007 |
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March 25, 2006 |
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Net sales |
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$ |
1,288,150 |
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$ |
1,004,856 |
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Cost of sales |
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319,015 |
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415,364 |
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Gross profit |
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969,135 |
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589,492 |
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Operating expenses: |
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Selling, general and
administrative expenses |
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408,337 |
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425,380 |
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Product development costs |
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268,153 |
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334,532 |
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Total operating expenses |
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676,490 |
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759,912 |
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Operating income (loss) |
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292,645 |
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(170,420 |
) |
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Other income (expense): |
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Interest income |
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19,801 |
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10,315 |
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Interest expense |
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(312 |
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(200 |
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Other |
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900 |
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Total other income: |
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19,489 |
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11,015 |
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Net income (loss) before provision for income taxes |
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312,134 |
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(159,405 |
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Provision for income taxes |
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Net income (loss) |
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$ |
312,134 |
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$ |
(159,405 |
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Net income (loss) per common share: |
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Basic |
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$ |
0.23 |
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$ |
(0.12 |
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Diluted |
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$ |
0.20 |
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$ |
(0.12 |
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Weighted average shares: |
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Basic |
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1,375,505 |
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1,368,912 |
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Diluted |
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1,534,338 |
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1,368,912 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
Page 3
TECHNICAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
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Six Months Ended |
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March 31, 2007 |
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March 25, 2006 |
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Net sales |
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$ |
2,049,810 |
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$ |
1,918,526 |
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Cost of sales |
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547,847 |
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786,793 |
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Gross profit |
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1,501,963 |
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1,131,733 |
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Operating expenses: |
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Selling, general and
administrative expenses |
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860,173 |
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865,712 |
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Product development costs |
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486,945 |
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547,822 |
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Total operating expenses |
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1,347,118 |
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1,413,534 |
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Operating income (loss) |
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154,845 |
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(281,801 |
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Other income (expense): |
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Interest income |
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40,863 |
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18,325 |
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Interest expense |
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(624 |
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(917 |
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Other |
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1,350 |
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Total other income: |
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40,239 |
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18,758 |
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Net income (loss) before provision for income taxes |
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195,084 |
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(263,043 |
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Provision for income taxes |
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Net income (loss) |
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$ |
195,084 |
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$ |
(263,043 |
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Net income (loss) per common share: |
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Basic |
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$ |
0.14 |
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$ |
(0.19 |
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Diluted |
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$ |
0.13 |
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$ |
(0.19 |
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Weighted average shares: |
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Basic |
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1,373,828 |
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1,367,811 |
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Diluted |
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1,527,610 |
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1,367,811 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
Page 4
TECHNICAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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Six Months Ended |
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March 31, 2007 |
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March 25, 2006 |
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Operating Activities: |
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Net income (loss) |
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$ |
195,084 |
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$ |
(263,043 |
) |
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Adjustments to reconcile net income to net cash
provided by operating activities: |
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Depreciation and amortization |
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14,994 |
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17,631 |
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Stock-based compensation |
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49,763 |
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Changes in assets and liabilities: |
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Accounts receivable |
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(41,362 |
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859,097 |
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Inventories |
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(165,817 |
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247,270 |
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Other current assets |
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29,057 |
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5,035 |
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Accounts payable and other accrued liabilities |
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52,105 |
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237,927 |
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Net cash provided by operating activities |
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133,824 |
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1,103,917 |
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Investing Activities: |
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Additions to equipment and leasehold improvements |
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(30,732 |
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(6,866 |
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Net cash used in investing activities |
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(30,732 |
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(6,866 |
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Financing Activities: |
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Proceeds from stock issuance |
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6,591 |
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7,549 |
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Net cash provided by financing activities |
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6,591 |
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7,549 |
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Net increase in cash and cash equivalents |
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109,683 |
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1,104,600 |
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Cash and cash equivalents at beginning of the
period |
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1,870,713 |
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1,199,175 |
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Cash and cash equivalents at the end of the period |
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$ |
1,980,396 |
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$ |
2,303,775 |
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Supplemental Disclosures: |
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Interest paid |
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$ |
416 |
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$ |
917 |
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Income taxes paid |
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2,650 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
Page 5
TECHNICAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
STATEMENT OF FAIR PRESENTATION
Interim Financial Statements. The accompanying unaudited condensed consolidated financial
statements of Technical Communications Corporation (the Company or TCC) and its wholly-owned
subsidiary include all adjustments which are, in the opinion of management, necessary for a fair
presentation of the results of operations for the periods presented and in order to make the
financial statements not misleading. All such adjustments are of a normal recurring nature.
Interim results are not necessarily indicative of the results to be expected for the fiscal year
ending September 29, 2007.
Certain footnote disclosures normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted as allowed by Securities
and Exchange Commission rules and regulations. The accompanying unaudited condensed consolidated
financial statements should be read in conjunction with the Companys audited consolidated
financial statements and the notes thereto in the Companys Annual Report on Form 10-KSB for the
fiscal year ended September 30, 2006.
Based on todays product cost structure and operating expenses, we believe that current cash and
accounts receivable balances along with the current backlog are sufficient to provide resources to
operate the Company through the end of fiscal year 2007. Our profitability during the second
quarter and six months ended March 31, 2007 causes us to be optimistic about future sales growth
and other possible sources of financing, including private equity funding or future public stock
offerings. However, there is no assurance that any of these goals can be achieved.
Basis of Presentation The accompanying consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and
transactions have been eliminated in consolidation.
NOTE 1. Summary of Significant Accounting Policies and Significant Judgments and
Estimates
The discussion and analysis of our financial condition and results of operations are based on our
consolidated financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these consolidated
financial statements requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the
date of the financial statements and the reported revenues and expenses during the reported
periods.
On an ongoing basis, management evaluates its estimates and judgments, including but not limited to
those related to revenue recognition, receivable reserves, inventory reserves and income taxes.
Management bases its estimates on historical experience and on various other factors that are
believed to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different assumptions or
conditions.
Page 6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Contd)
The accounting policies that management believes are most critical to aid in fully
understanding and evaluating our reported financial results include the following:
Revenue Recognition
The Company recognizes revenue from product sales in accordance with Staff Accounting Bulletin
No.101, Revenue Recognition, as updated by Staff Accounting Bulletin No. 104 and Emerging
Issues Task Force Issue No. 00-21, Revenue Arrangements with Multiple Deliverables (EITF
00-21). Product revenue is recognized when there is persuasive evidence of an arrangement,
the fee is fixed or determinable, delivery of the product to the customer has occurred and we
have determined that collection of the fee is probable. Title to the product generally passes
upon shipment of the product, as the products are shipped FOB shipping point, except for
certain foreign shipments. If the product requires installation to be performed by TCC, all
revenue related to the product is deferred and recognized upon the completion of the
installation. The Company provides for a warranty reserve at the time the product revenue is
recognized.
If a contract involves the provision of multiple elements and the elements qualify for
separation under EITF 00-21, total estimated contract revenue is allocated to each element
based on the relative fair value of each element provided. The amount of revenue allocated to
each element is limited to the amount that is not contingent upon the delivery of another
element in the future. Revenue is then recognized for each element as described above for
product revenue.
The Company performs funded research and development and product development for commercial
companies and government agencies under both cost reimbursement and fixed-price contracts.
Cost reimbursement contracts provide for the reimbursement of allowable costs and, in some
situations, the payment of a fee. These contracts may contain incentive clauses providing for
increases or decreases in the fee depending on how actual costs compare with a budget. Revenue
from reimbursement contracts is recognized as services are performed. On fixed-price contracts,
revenue is generally recognized pursuant to the percentage of completion method based upon the
proportion of costs incurred to the total estimated costs for the contract. In each type of
contract, the Company receives periodic progress payments or payment upon reaching interim
milestones. All payments to TCC for work performed on contracts with agencies of the U.S.
government are subject to audit and adjustment by the Defense Contract Audit Agency.
Adjustments are recognized in the period made. When the current estimates of total contract
revenue and contract costs for commercial product development contracts indicate a loss, a
provision for the entire loss on the contract is recorded. Any losses incurred in performing
funded research and development projects are recognized as funded research and development
expenses as incurred.
Cost of product revenue includes material, labor and overhead. Costs incurred in connection
with funded research and development and other revenue arrangements are included in cost of
sales.
Inventory
The Company values inventory at the lower of actual cost to purchase and/or manufacture or the
current estimated market value of the inventory. A review is periodically performed of
inventory quantities on hand and the Company records a provision for excess and/or obsolete
inventory based primarily on the estimated forecast of product demand, as well as historical
usage. Due to the custom and specific nature of certain products, demand and usage for these
products and materials can fluctuate significantly. A significant decrease in demand for these
products could result in a short-term increase in the cost of inventory purchases and an
increase of excess inventory quantities on hand. In addition, the Companys industry is
characterized by rapid technological change, frequent new product development and rapid product
obsolescence, any of which could result in an increase in the amount of obsolete inventory
quantities on hand. Therefore, although the Company makes every effort to ensure the accuracy
of its forecasts of future product demand, any significant unanticipated change in demand or
technological developments could have a significant negative impact on the value of inventory
and would reduce our reported operating results.
Page 7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Contd)
Accounts Receivable
Accounts receivable are reduced by an allowance for amounts that may become uncollectible in
the future. The estimated allowance for uncollectible amounts is based primarily on a specific
analysis of accounts in the receivable portfolio and historical write-off experience. While
management believes the allowance to be adequate, if the financial condition of our customers
were to deteriorate, resulting in any impairment of their ability to make payments, additional
allowances may be required, which would reduce net income.
Stock-Based Compensation
Effective October 1, 2006, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 123(R), Share-Based Payment and related interpretations (SFAS No.
123R) using the modified prospective method and accordingly has not restated prior period
results. SFAS No. 123R established the method for accounting for equity instruments issued in
exchange for employee services. Under SFAS No. 123R, share-based compensation cost is measured
at the grant date based on the calculated fair value of the award. The expense is recognized
over the employees requisite service period, generally the vesting period of the award. SFAS
No. 123R also requires the related excess tax benefit received upon exercise of stock options,
if any, to be reflected in the statement of cash flows as a financing activity rather than an
operating activity.
Prior to the adoption of SFAS No. 123R, the Company accounted for stock options issued to
employees in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees, and related interpretations. The Company also provided the disclosures
required under Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation (SFAS No. 123), as amended by SFAS No. 148, Accounting for Stock-Based
Compensation Transition and Disclosures (SFAS No. 148). As a result, no expense was
reflected in net income for the six months ended March 25, 2006 for stock options, as all
options granted had an exercise price equal to the market value of the underlying common stock
on the date of grant.
The table below reflects our pro forma net income and earnings per share for the periods shown
had compensation for stock options been determined based on the fair value at the grant date,
consistent with the methodology prescribed under SFAS No. 123 and SFAS No. 148.
|
|
|
|
|
|
|
|
|
|
|
March 25, 2006 |
|
|
|
(unaudited) |
|
|
|
3 months |
|
|
6 months |
|
|
|
|
|
|
|
|
Net loss, as reported |
|
$ |
(159,405 |
) |
|
$ |
(263,043 |
) |
Add: Stock-based employee compensation
expense included in net loss |
|
|
|
|
|
|
|
|
Deduct: Stock-based employee compensation
expense determined under fair-value method |
|
|
(24,263 |
) |
|
|
(61,551 |
) |
|
|
|
|
|
|
|
Pro forma net loss |
|
$ |
(183,668 |
) |
|
$ |
(324,594 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic loss per share |
|
|
|
|
|
|
|
|
As reported |
|
$ |
(0.12 |
) |
|
$ |
(0.19 |
) |
Pro forma |
|
$ |
(0.13 |
) |
|
$ |
(0.24 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted loss per share |
|
|
|
|
|
|
|
|
As reported |
|
$ |
(0.12 |
) |
|
$ |
(0.19 |
) |
Pro forma |
|
$ |
(0.13 |
) |
|
$ |
(0.24 |
) |
|
|
|
|
|
|
|
Page 8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Contd)
Upon adoption of SFAS No. 123(R), in accordance with Staff Accounting Bulletin No. 107,
the Company selected the Black-Scholes option pricing model as the most appropriate method for
determining the estimated fair value for the stock awards. The Black-Scholes method of
valuation requires several assumptions: (1) the expected term of the stock award, (2) the
expected future stock volatility over the expected term and (3) risk-free interest rate. The
expected term represents the expected period of time the Company believes the options will be
outstanding based on historical information. Estimates of expected future stock price
volatility are based on the historic volatility of the Companys common stock and the risk free
interest rate is based on the U.S. Treasury Note rate. The fair value of options at date of
grant was estimated with the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, 2007 |
|
|
March 25, 2006 |
|
Assumptions: |
|
|
|
|
|
|
|
|
Option life |
|
5 years |
|
|
5 years |
|
Risk-free interest rate |
|
|
4.625 |
% |
|
|
4.375 |
% |
Stock volatility |
|
|
150 |
% |
|
|
164 |
% |
Dividend yield |
|
|
-0- |
|
|
|
-0- |
|
There were 10,000 options granted during the three months ended March 31, 2007. The
following table summarizes share-based compensation costs included in the Companys
consolidated statement of income for the periods ended March 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
Three months |
|
|
Six Months |
|
|
Cost of sales |
|
$ |
1,675 |
|
|
$ |
3,390 |
|
Selling, general and administrative |
|
|
14,416 |
|
|
|
31,669 |
|
Product development costs |
|
|
7,277 |
|
|
|
14,704 |
|
|
|
|
|
|
|
|
Total share-based compensation expense before tax |
|
$ |
23,368 |
|
|
$ |
49,763 |
|
|
|
|
|
|
|
|
As
of March 31, 2007, there was approximately $186,228 of unrecognized compensation costs
related to options granted. The unrecognized compensation will be recognized over a period of
approximately five years.
The Company had the following stock option plans outstanding as of March 31, 2007: the
Technical Communications Corporation 1991 Stock Option Plan, the 2001 Stock Option Plan and the
2005 Non-Statutory Stock Option Plan. There were 850,000 shares authorized under these plans.
Vesting periods are at the discretion of the Board of Directors and typically range between one
and five years. Options under these plans are granted at fair market value and have a term of
five or ten years from the date of grant. As of March 31, 2007, there were no shares available
for new option grants under the 1991 Plan and there were 5,000 and 63,000 shares available for
grant under the 2001 Stock Option Plan and 2005 Non-Statutory Stock Option Plan, respectively.
Shares issued as a result of stock option exercises will be funded through treasury stock or
through the issuance of new shares.
Page 9
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Contd)
The following tables summarize stock option activity during the first six months of fiscal
year 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding |
|
|
|
Number of |
|
|
Weighted Average |
|
|
Weighted Average |
|
|
|
Shares |
|
|
Exercise Price |
|
|
Contractual Life |
|
Outstanding at October 1, 2006 |
|
|
627,234 |
|
|
$ |
3.29 |
|
|
|
|
|
Grants |
|
|
10,000 |
|
|
|
|
|
|
|
|
|
Exercises |
|
|
(5,000 |
) |
|
|
|
|
|
|
|
|
Cancellations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2007 |
|
|
632,234 |
|
|
$ |
3.32 |
|
|
|
4.84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Information related to the stock options outstanding as of March 31, 2007 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Exercisable |
|
|
|
|
|
|
|
Remaining |
|
|
Weighted- |
|
|
Exercisable |
|
|
Weighted- |
|
Range of |
|
Number of |
|
|
Contractual |
|
|
Average |
|
|
Number of |
|
|
Average |
|
Exercise Prices |
|
Shares |
|
|
Life (years) |
|
|
Exercise Price |
|
|
Shares |
|
|
Exercise Price |
|
$0.01 - $ 1.00 |
|
|
167,034 |
|
|
|
5.51 |
|
|
$ |
0.96 |
|
|
|
167,034 |
|
|
$ |
0.96 |
|
$1.01 - $ 2.00 |
|
|
2,200 |
|
|
|
2.62 |
|
|
|
1.23 |
|
|
|
2,200 |
|
|
|
1.23 |
|
$2.01 - $ 3.00 |
|
|
68,200 |
|
|
|
5.86 |
|
|
|
2.56 |
|
|
|
53,120 |
|
|
|
2.44 |
|
$3.01 - $ 4.00 |
|
|
302,800 |
|
|
|
5.48 |
|
|
|
3.73 |
|
|
|
257,700 |
|
|
|
3.75 |
|
$4.01 - $ 5.00 |
|
|
22,000 |
|
|
|
1.10 |
|
|
|
4.95 |
|
|
|
22,000 |
|
|
|
4.95 |
|
$5.01 - $10.00 |
|
|
58,000 |
|
|
|
0.79 |
|
|
|
6.64 |
|
|
|
58,000 |
|
|
|
6.64 |
|
$10.01 - $15.00 |
|
|
12,000 |
|
|
|
0.09 |
|
|
|
11.85 |
|
|
|
12,000 |
|
|
|
11.85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
632,234 |
|
|
|
4.84 |
|
|
$ |
3.32 |
|
|
|
572,054 |
|
|
$ |
3.30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate intrinsic value of the Companys in-the-money outstanding and exercisable
options as of March 31, 2007 was $292,144. The intrinsic value of the options exercised during
the six months ended March 31, 2007 was $5,538. Nonvested common stock options are subject to
the risk of forfeiture until the fulfillment of specified conditions.
Accounting for Income Taxes
The preparation of our consolidated financial statements requires an estimate of income taxes
in each of the jurisdictions in which we operate, including those outside the United States,
which may subject the Company to certain risks that ordinarily would not be expected in the
United States. The income tax accounting process involves estimating our actual current
exposure together with assessing temporary differences resulting from differing treatments of
items, such as deferred revenue, for tax and accounting purposes. These differences result in
the recognition of deferred tax assets and liabilities. The Company must then record a
valuation allowance to reduce our deferred tax assets to the amount that is more likely than
not to be realized.
Significant management judgment is required in determining our provision for income taxes, our
deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax
assets. The Company has recorded a full valuation allowance against our deferred tax assets of
$3.7 million as of March 31, 2007 and September 30, 2006, due to uncertainties related to our
ability to utilize these assets. The valuation allowance is based on our estimates of taxable
income by jurisdiction and the period over which our deferred tax assets will be recoverable.
In the event that actual results differ from these estimates the Company may need to adjust its
valuation allowance, which could materially impact its financial condition and results of
operations.
Page 10
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Contd)
Because the Company sells products into foreign countries with the assistance of local
representatives, it has not been subject to any foreign taxes in recent years. Also, it is not
anticipated that the Company will be subject to foreign taxes in the near future.
Newly Issued Pronouncements
In November 2005, the Financial Accounting Standards Board issued FASB Staff Position (FSP)
No. FAS 123(R)-3, Transition Election Related to Accounting for Tax Effects of Share-Based
Payment Awards. The Company is considering whether to adopt the alternative transition method
provided in the FSP for calculating the tax effects of stock-based compensation pursuant to
SFAS No. 123(R). The alternative transition method includes simplified methods to establish
the beginning balance of the additional paid-in-capital pool (APIC pool) related to the
excess tax benefits available to absorb tax deficiencies recognized subsequent to the adoption
of SFAS No. 123(R). The Company is evaluating which transition method it will use for
calculating its APIC pool. An entity may take up to one year from the later of its initial
adoption of SFAS No. 123(R) or the effective date of this FSP to evaluate its available
transition alternatives and make its one-time election. Until and unless the Company elects
the transition method described in the FSP, the transition method provided in SFAS N0. 123(R)
will be used.
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes (FIN 48). FIN 48 is an interpretation of FASB Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes, and seeks to reduce the diversity in practice
associated with certain aspects of measurement and recognition in accounting for income taxes.
In addition, FIN 48 requires expanded disclosure with respect to the uncertainty in income
taxes and is required to be adopted for fiscal years beginning after December 15, 2006. The
Company is currently evaluating the impact, if any, that FIN 48 will have on its financial
statements.
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair
Value Measurements (SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework
for measuring fair value, and expands disclosure requirements regarding fair value measurement.
SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Company is
currently reviewing the statement to determine the impact and materiality of its adoption by
the Company, if any.
In September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering the Effects
of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial
Statements (SAB No. 108), providing guidance on quantifying financial statement misstatement
and implementation when first applying this guidance. Under SAB No. 108, companies should
evaluate a misstatement based on its impact on the current year income statement, as well as
the cumulative effect of correcting such misstatements that existed in prior years still
existing in the current years ending balance sheet. SAB No. 108 is effective for fiscal years
ending after November 15, 2006. The Company is currently evaluating the impact, if any, that
SAB No. 108 will have on its financial statements.
NOTE 2. Inventories
Inventories consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 |
|
|
September 30, 2006 |
|
|
|
(unaudited) |
|
|
|
|
|
Finished Goods |
|
$ |
3,849 |
|
|
$ |
62,773 |
|
Work in Process |
|
|
560,928 |
|
|
|
481,226 |
|
Raw Materials |
|
|
1,105,653 |
|
|
|
960,614 |
|
|
|
|
|
|
|
|
|
|
$ |
1,670,430 |
|
|
$ |
1,504,613 |
|
|
|
|
|
|
|
|
Page 11
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Contd)
NOTE 3. Earnings (Loss) Per Share
In accordance with SFAS No. 128, Earnings Per Share, basic and diluted earnings (loss) per share
were calculated as follows (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 |
|
|
March 25, 2006 |
|
|
|
3 months |
|
|
6 months |
|
|
3 months |
|
|
6 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
312,134 |
|
|
$ |
195,084 |
|
|
$ |
(159,405 |
) |
|
$ |
(263,043 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares basic |
|
|
1,375,505 |
|
|
|
1,373,828 |
|
|
|
1,368,912 |
|
|
|
1,367,811 |
|
Dilutive effect of stock options |
|
|
158,833 |
|
|
|
153,782 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares diluted |
|
|
1,534,338 |
|
|
|
1,527,610 |
|
|
|
1,368,912 |
|
|
|
1,367,811 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) per share |
|
$ |
0.23 |
|
|
$ |
0.14 |
|
|
$ |
(0.12 |
) |
|
$ |
(0.19 |
) |
Diluted income (loss) per share |
|
$ |
0.20 |
|
|
$ |
0.13 |
|
|
$ |
(0.12 |
) |
|
$ |
(0.19 |
) |
Outstanding potentially dilutive stock options, which were not included in the earnings (loss) per
share calculations, as their inclusion would have been anti-dilutive, were 327,036 at March 31,
2007 and 581,909 at March 25, 2006.
NOTE 4. Major Customers and Export Sales
During the quarter ended March 31, 2007, the Company had three customers that represented 98% (48%,
26% and 24%, respectively) of net sales as compared to the same period in fiscal 2006 where four
customers represented 73% (41%, 11%, 11% and 10%, respectively) of net sales. During the six months
ended March 31, 2007, the Company had three customers that represented 77% (40%, 22% and 15%,
respectively) of net sales as compared to the same period in fiscal 2006 where two customers
represented 42% (22%, and 20%, respectively) of net sales.
A breakdown of foreign and domestic net sales is as follows (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 |
|
|
March 25, 2006 |
|
|
|
3 months |
|
|
6 months |
|
|
3 months |
|
|
6 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic |
|
$ |
1,272,410 |
|
|
$ |
1,649,581 |
|
|
$ |
223,106 |
|
|
$ |
595,223 |
|
Foreign |
|
|
15,740 |
|
|
|
400,229 |
|
|
|
781,750 |
|
|
|
1,323,303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total sales |
|
$ |
1,288,150 |
|
|
$ |
2,049,810 |
|
|
$ |
1,004,856 |
|
|
$ |
1,918,526 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 12
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Contd)
The Company sold products into 13 countries during the six months ended March 31, 2007 and 16
countries during the six months ended March 25, 2006. A sale is attributed to a foreign country
based on the location of the contracting party. The table below summarizes our foreign revenues by
country as a percentage of total foreign revenue.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 |
|
|
March 25, 2006 |
|
|
|
3 months |
|
|
6 months |
|
|
3 months |
|
|
6 months |
|
|
|
(unaudited) |
|
|
(unaudited) |
|
Indonesia |
|
|
(19.1 |
)% |
|
|
29.1 |
% |
|
|
12.9 |
% |
|
|
28.5 |
% |
Sweden |
|
|
|
|
|
|
24.6 |
% |
|
|
|
|
|
|
|
|
Bahrain |
|
|
|
|
|
|
17.7 |
% |
|
|
|
|
|
|
|
|
Italy |
|
|
|
|
|
|
14.0 |
% |
|
|
1.7 |
% |
|
|
1.8 |
% |
Morocco |
|
|
44.2 |
% |
|
|
2.8 |
% |
|
|
52.8 |
% |
|
|
32.1 |
% |
Tunisia |
|
|
29.8 |
% |
|
|
1.2 |
% |
|
|
|
|
|
|
0.3 |
% |
Slovakia |
|
|
26.3 |
% |
|
|
4.7 |
% |
|
|
|
|
|
|
2.2 |
% |
Austria |
|
|
10.2 |
% |
|
|
0.4 |
% |
|
|
1.2 |
% |
|
|
0.8 |
% |
Venezuela |
|
|
|
|
|
|
|
|
|
|
14.2 |
% |
|
|
8.2 |
% |
India |
|
|
|
|
|
|
|
|
|
|
12.4 |
% |
|
|
7.3 |
% |
Colombia |
|
|
|
|
|
|
0.2 |
% |
|
|
|
|
|
|
13.9 |
% |
Other |
|
|
8.6 |
% |
|
|
5.3 |
% |
|
|
4.8 |
% |
|
|
4.9 |
% |
A
summary of foreign revenue, as a percentage of total foreign revenue
by geographic area, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 |
|
|
March 25, 2006 |
|
|
|
3 months |
|
|
6 months |
|
|
3 months |
|
|
6 months |
|
|
|
(unaudited) |
|
|
(unaudited) |
|
North America
(excluding the U.S.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Central and South America |
|
|
|
|
|
|
0.2 |
% |
|
|
14.2 |
% |
|
|
22.4 |
% |
Europe |
|
|
36.4 |
% |
|
|
43.7 |
% |
|
|
2.9 |
% |
|
|
4.9 |
% |
Mid-East and Africa |
|
|
82.6 |
% |
|
|
27.0 |
% |
|
|
57.6 |
% |
|
|
36.9 |
% |
Far East |
|
|
(19.0 |
)% |
|
|
29.1 |
% |
|
|
25.3 |
% |
|
|
35.8 |
% |
Page 13
Item 2. Managements Discussion and Analysis or Plan of Operation
Forward-Looking Statements
The following discussion in this Quarterly Report on Form 10-QSB may contain statements that are
not purely historical. Certain statements contained herein or as may otherwise be incorporated by
reference herein constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements include but are not limited
to statements regarding anticipated operating results, future earnings, and the Companys ability
to achieve growth and profitability. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors, including but not limited to future changes in export laws
or regulations; changes in technology; the effect of foreign political unrest; the ability to hire,
retain and motivate technical, management and sales personnel; the risks associated with the
technical feasibility and market acceptance of new products; changes in telecommunications
protocols; the effects of changing costs, exchange rates and interest rates; and the Companys
ability to secure adequate capital resources. Such risks, uncertainties and other factors could
cause the actual results, performance or achievements of the Company, or industry results, to be
materially different from any future results, performance or achievements expressed or implied by
such forward-looking statements. For a more detailed discussion of the risks facing the Company,
see the Companys filings with the Securities and Exchange Commission, including its Form 10-QSB
for the quarter ended December 30, 2006 and its Annual Report on Form 10-KSB for the fiscal year
ended September 30, 2006.
Overview
The Company is in the business of designing, developing, manufacturing, distributing, marketing and
selling communications security devices and equipment that utilize various methods of encryption to
protect the information being transmitted. Encryption is a technique for rendering information
unintelligible, which information can then be reconstituted if the recipient possesses the right
decryption key. The Company manufactures several standard secure communications products and also
provides custom-designed, special-purpose secure communications products for both domestic and
international customers. The Companys products consist primarily of voice, data and facsimile
encryptors, and revenue is generated primarily from the sale of these products, which have
traditionally been to foreign governments. However, we have also sold these products to commercial
entities and U.S. government agencies. We also generate revenues from contract engineering services
performed for certain government agencies, both domestic and foreign.
Critical Accounting and Significant Judgments and Estimates
There have been no material changes in our critical accounting policies or critical accounting
estimates since September 30, 2006, nor have we adopted any accounting policy that has or will have
a material impact on our consolidated financial statements. For further discussion of our
accounting policies see Note 1, Summary of Significant Accounting Policies and Significant
Judgments and Estimates in the Notes to Condensed Consolidated Financial Statements in this
Quarterly Report on Form 10-QSB and the Notes to Consolidated Financial Statements in our Annual
Report on Form 10-KSB for the fiscal year ended September 30, 2006.
Page 14
Results of Operations
Three Months ended March 31, 2007 as compared to the Three Months ended March 25, 2006
Net Sales
Net sales for the quarter ended March 31, 2007 were $1,288,000, as compared to $1,005,000 for the
quarter ended March 25, 2006, a 28% increase. Sales for the second quarter of fiscal 2007
consisted of $1,272,000, or 99%, from domestic sources and $16,000, or 1%, from international
customers as compared to the same period in fiscal 2006, during which sales consisted of $223,000,
or 22%, from domestic sources and $782,000, or 78%, from international customers.
Foreign sales consisted of shipments to five different countries during the quarter ended March 31,
2007 and seven different countries during the quarter ended March 25, 2006. A sale is attributed to
a foreign country based on the location of the contracting party. The table below summarizes our
principal foreign sales by country, during the second fiscal quarters of 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
Morocco |
|
$ |
7,000 |
|
|
$ |
413,000 |
|
Indonesia |
|
|
|
|
|
|
101,000 |
|
Venezuela |
|
|
|
|
|
|
111,000 |
|
India |
|
|
|
|
|
|
97,000 |
|
Other |
|
|
9,000 |
|
|
|
60,000 |
|
|
|
|
|
|
|
|
|
|
$ |
16,000 |
|
|
$ |
782,000 |
|
|
|
|
|
|
|
|
Revenue for the second quarter of fiscal 2007 was primarily derived from the sale of our narrowband
radio encryptors to two U. S. customers amounting to $613,000 and $308,000, respectively. We also
generated $337,500 in revenue as a result of a license agreement with a large domestic radio
manufacturer.
Revenue for the second quarter of fiscal 2006 was primarily derived from the sale of our narrowband
radio encryptors for use by a Moroccan customer amounting to $413,000 and to a customer in
Venezuela amounting to $111,000. In addition, there were sales of these radio encryptors to two
domestic customers totaling $206,000. We also sold our secure telephone, fax, and data encryptors
to a customer in Indonesia amounting to $101,000 and had a sale of our high speed bulk encryptors
to a customer in India amounting to $97,000.
Gross Profit
Gross profit for the second quarter of fiscal 2007 was $969,000 as compared to gross profit of
$589,000 for the same period of fiscal 2006, an increase of 64%. Gross profit expressed as a
percentage of sales was 75% for the second quarter of fiscal 2007 as compared to 59% for the same
period in fiscal 2006. The increase in gross profit as a percentage of sales was primarily
associated with revenue generated from a license agreement with a domestic radio manufacturer in
the second quarter of fiscal 2007.
Page 15
Operating Costs and Expenses
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the second quarter of fiscal 2007 were $408,000,
as compared to $425,000 for the same quarter in fiscal 2006. This decrease of 4% was attributable
to a decrease in selling and marketing expenses of $33,000 partially offset by an increase in
general and administrative expenses of $17,000.
The decrease in selling costs was primarily attributable to a decrease in commissions and third
party sales and marketing contracts of $72,000, offset by an increase in bid and proposal efforts
of $21,000, an increase in personnel-related costs of $7,000 and increases in travel and
promotional expenses of $9,000 as compared to the same period in fiscal 2006.
The increase in general and administrative costs was primarily attributable to the recognition of
stock based compensation expense of $13,000 during the second quarter of 2007 and an increase in
travel expenses of $6,000, which was offset by a decrease in personnel-related costs of $8,000.
Product Development Costs
Product development costs for the quarter ended March 31, 2007 were $268,000, compared to $335,000
for the quarter ended March 25, 2006, a decrease of $67,000 or 20%. This decrease was primarily
attributable to a decrease in outside consulting services of approximately $45,000, and an increase
in the amount of engineering expenses charged to bid and proposal and other sales support efforts
rather than product development costs during the quarter of $55,000. In addition there was an
increase in billable contract engineering during the second quarter of fiscal 2007, which decreased
product development costs by approximately $7,000 as personnel were redeployed from internal
product development efforts to billable contract work. This decrease was partially offset by an
increase in personnel-related costs of $45,000, including stock based-compensation expense of
$7,000 during the quarter ended March 31, 2007.
Product development costs are charged to billable engineering services, bid and proposal efforts or
product development. Engineering costs charged to billable projects are recorded as cost of sales
and engineering costs charged to bid and proposal efforts are recorded as selling expenses.
The Company actively sells its engineering services in support of funded research and development.
The receipt of these orders is sporadic, although such programs can span over several months. In
addition to these programs, the Company also invests in research and development to enhance its
existing products or to develop new products, as it deems appropriate. There was $13,000 of
billable engineering services work performed during the second quarter of fiscal 2007 and none
during the same period of fiscal 2006.
Net Income
The Companys net income was $312,000 for the second quarter of fiscal 2007, as compared to a net
loss of $(159,000) for the same period of fiscal 2006. This increase in income is primarily
attributable to a 28% increase in sales and 11% decrease in operating expenses. The uncertainty of
the timing of customer orders can result in periods with losses, sometimes significant. This
uncertainty will continue to make future results difficult to predict. Receiving orders and
contracts in a timely manner is essential to the Companys ability to sustain operations.
The effects of inflation and changing costs have not had a significant impact on sales or earnings
in recent years. As of March 31, 2007, none of the Companys monetary assets or liabilities was
subject to foreign exchange risks. The Company usually includes an inflation factor in its pricing
when negotiating multi-year contracts with customers.
Page 16
Six Months ended March 31, 2007 as compared to the Six Months ended March 25, 2006
Net Sales
Net sales for the six months ended March 31, 2007 were $2,050,000, as compared to $1,919,000 for
the six months ended March 25, 2006, a 7% increase. Sales for the first six months of fiscal 2007
consisted of $1,650,000, or 80%, from domestic sources and $400,000, or 20%, from international
customers as compared to the same period in fiscal 2006, during which sales consisted of $595,000,
or 31%, from domestic sources and $1,323,000, or 69%, from international customers.
Foreign sales consisted of shipments to 13 different countries during the six months ended March
31, 2007 and 16 different countries during the six months ended March 25, 2006. A sale is
attributed to a foreign country based on the location of the contracting party. The table below
summarizes our principal foreign sales by country, during the first six months of fiscal 2007 and
2006:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
Indonesia |
|
$ |
117,000 |
|
|
$ |
377,000 |
|
Sweden |
|
|
99,000 |
|
|
|
|
|
Bahrain |
|
|
71,000 |
|
|
|
|
|
Italy |
|
|
56,000 |
|
|
|
24,000 |
|
Morocco |
|
|
11,000 |
|
|
|
424,000 |
|
Venezuela |
|
|
|
|
|
|
108,000 |
|
Colombia |
|
|
1,000 |
|
|
|
184,000 |
|
Other |
|
|
45,000 |
|
|
|
206,000 |
|
|
|
|
|
|
|
|
|
|
$ |
400,000 |
|
|
$ |
1,323,000 |
|
|
|
|
|
|
|
|
Revenue for the first six months of fiscal 2007 was primarily derived from the sale of our
narrowband radio encryptors to two U. S. customers amounting to $820,000 and $308,000,
respectively, and a sale of our secure telephone, fax, and data encryptors to a customer in
Indonesia amounting to $120,000. Additional sales included an order from a customer in Bahrain for
our fax encryptors amounting to $71,000 and $99,000 worth of encryption equipment used in missile
testing systems to a customer in Sweden. We also generated $337,500 in revenue as a result of a
license agreement with a large domestic radio manufacturer. This customer also purchased $112,000
worth of integrated circuit chips.
Revenue for the first six months of fiscal 2006 was primarily derived from the sale of our
narrowband radio encryptors for use by a Moroccan customer amounting to $413,000, a sale to a
customer in Colombia amounting to $182,000 and a sale to a customer in Venezuela amounting to
$111,000. In addition, there were sales of these radio encryptors to two domestic customers
totaling $206,000. We also sold our secure telephone, fax, and data encryptors to a customer in
Indonesia amounting to $377,000 and our high speed bulk encryptors to a customer in India amounting
to $97,000. We also sold our executive secure telephones to four domestic customers amounting to
$93,000. Additional revenue was derived from our on-going efforts to provide engineering services
to the U.S. government; revenue recorded under this program during the first six months of fiscal
2006 amounted to $88,000.
Gross Profit
Gross profit for the first six months of fiscal 2007 was $1,502,000 as compared to gross profit of
$1,132,000 for the same period of fiscal 2006, an increase of 33%. Gross profit expressed as a
percentage of sales was 73% for the first six months of fiscal 2007 as compared to 59% for the same
period in fiscal 2006. The increase in gross profit as a percentage of sales was primarily
associated with revenue generated from the license agreement in the second quarter of fiscal 2007
with a military radio manufacturer and several other sales of higher margin products in the first
six months of fiscal 2007.
Page 17
Operating Costs and Expenses
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the first six months of fiscal 2007 were $860,000,
as compared to $866,000 for the same period in fiscal 2006. This decrease of 1% was attributable to
a decrease in selling and marketing expense of $22,000, offset by an increase in general and
administrative expenses of $16,000.
The increase in general and administrative costs was primarily attributable to the recognition of
stock based compensation expense of $29,000 during the first six months of 2007 and an increase in
travel expenses of $7,000, which was offset by a decrease in personnel-related costs of $23,000.
The decrease in selling costs was primarily attributable to a decrease in commissions and third
party sales and marketing contracts of $130,000, offset by an increase in bid and proposal efforts
of $87,000 and an increase in personnel-related costs of $9,000 as compared to the same period in
fiscal 2006.
Product Development Costs
Product development costs for the six months ended March 31, 2007 were $487,000, compared to
$548,000 for the six months ended March 25, 2006, a decrease of $61,000 or 11%. This decrease was
primarily attributable to a decrease in outside consulting services of approximately $44,000, and
an increase in the amount of engineering expenses charged to bid and proposal and other sales
support efforts rather than product development costs during the period of $120,000. This decrease
was partially offset by an increase in personnel-related costs of approximately $68,000, including
stock based-compensation expense of $15,000 during the six months ended March 31, 2007. In
addition there was a decrease in billable contract engineering during the first six months of
fiscal 2007, which increased product development costs by approximately $29,000 as personnel were
redeployed from billable contract work to internal product development efforts.
Product development costs are charged to billable engineering services, bid and proposal efforts or
product development. Engineering costs charged to billable projects are recorded as cost of sales
and engineering costs charged to bid and proposal efforts are recorded as selling expenses.
The Company actively sells its engineering services in support of funded research and development.
The receipt of these orders is sporadic, although such programs can span over several months. In
addition to these programs, the Company also invests in research and development to enhance its
existing products or to develop new products, as it deems appropriate. There was $13,000 of
billable engineering services work performed during the first six months of fiscal 2007 and $88,000
for the first six months of fiscal 2006.
Net Income
The Companys net income was $195,000 for the first six months of fiscal 2007, as compared to a net
loss of $(263,000) for the same period of fiscal 2006. This increase in income is primarily
attributable to a 33% increase in gross profit and a 5% decrease in operating expenses. The
uncertainty of the timing of customer orders can result in periods with losses, sometimes
significant. This uncertainty will continue to make future results difficult to predict. Receiving
orders and contracts in a timely manner is essential to the Companys ability to sustain
operations.
The effects of inflation and changing costs have not had a significant impact on sales or earnings
in recent years. As of March 31, 2007, none of the Companys monetary assets or liabilities was
subject to foreign exchange risks. The Company usually includes an inflation factor in its pricing
when negotiating multi-year contracts with customers.
Page 18
Liquidity and Capital Resources
Cash and cash equivalents increased by $109,000, or 6%, to $1,980,000 as of March 31, 2007, from a
balance of $1,871,000 at September 30, 2006. This increase was attributable in part to net income
for the period of $195,000, non-cash expenses of $65,000 and an increase in accounts payable and
accrued expenses of $52,000, offset by increases in inventory and accounts receivable of $166,000
and $41,000, respectively.
During the second quarter of fiscal 2007 the Company secured a new order, in the amount of $1.2
million, for our radio encryption products from a long time domestic customer. These encryptors are
expected to ship over the next six months and will be deployed in Afghanistan. In addition we
finalized an engineering services agreement that we anticipate will generate $1.4 million of
revenue over the next twelve months. The profitability recognized during the second quarter and
first six months of fiscal 2007 coupled with these new orders provide an encouraging outlook for
the Company.
Backlog at March 31, 2007 amounted to approximately $3,054,000. The orders for encryption products
in backlog are expected to ship during fiscal 2007, although actual shipments will depend on
customer requirements and product availability. The engineering services project will be recognized
over a twelve month period.
In November 2004, the Company entered into a line of credit agreement with Bank of America,
formerly Fleet National Bank (the Bank) for a line of credit not to exceed the principal amount
of $600,000, and executed a financing promissory note with respect thereto. The loan is a demand
loan with interest payable at the Banks prime rate plus 1% on all outstanding balances. The loan
is secured by all assets of the Company (excluding consumer goods) and requires the Company to
maintain its deposit accounts with the Bank, as well as comply with certain other covenants. The
Company believes this line of credit agreement provides it with an important external source of
liquidity, if necessary.
Certain foreign customers require the Company to guarantee performance of products sold. These
guaranties typically take the form of standby letters of credit. Guaranties are generally required
in amounts of 5% to 10% of the purchase price and last in duration from three months to one year.
As of March 31, 2007, the Company had no outstanding standby letters of credit. Any letters of
credit outstanding would be secured by the Companys line of credit facility with the Bank.
In April 2007, the Company entered into a new lease for its current facilities. This lease is for
22,800 square feet located at 100 Domino Drive, Concord, MA. The Company has been a tenant in this
space since 1983. This is the Companys only facility and houses all manufacturing, research and
development, and corporate operations. The term of the lease is for five years through March 31,
2012 at an annual rate of $159,000. In addition the lease contains options to extend the lease for
two and one half years through September 30, 2014 and another two and one half years through March
31, 2017, at an annual rate of $171,000 for each extension period. Rent expense for the six months
ended March 31, 2007 was $74,000.
The Company does not anticipate any significant capital expenditures during the remainder of fiscal
2007.
For the second half of fiscal 2007, the Company expects to maintain and possibly increase its
investment in internal product development. We anticipate that the products comprising TCCs
Secure Wireless product line will continue to evolve and respond to new customer requirements. It
is also expected that TCCs CipherTalk Secure Voice encryption and CipherSMS Secure Text Messaging
will be applied to additional mobile platforms and that customer specific features will be
developed. TCC also plans to continue its work evaluating new product options in the high-speed
bulk encryption markets for military applications. Depending on customer demand, TCC may also
proceed with the development of variants of its Military Bulk Encryptor, which would address higher
speeds and additional interfaces. On-going research and development in support of product
improvements and application variants also is expected to continue. Should the Company choose to
embark on a major development program in addition to its traditional research and development
activities, engineering staff will have to be added. The Company has sufficient physical resources
to support the added staff and believes that adequate technical resources exist in the Boston area
to meet potential needs; however, we may need financial resources, in addition to cash from
operations, to fund a major new development program.
Page 19
Based on todays product cost structure and operating expenses, we believe that current cash and
accounts receivable balances along with the current backlog are sufficient to provide resources to
operate the Company through the end of fiscal year 2007. Our profitability during the second
quarter and six months ended March 31, 2007 causes us to be optimistic about future sales growth
and other possible sources of financing, including private equity funding or future public stock
offerings. However, there is no assurance that any of these goals can be achieved.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements with any party.
Item 3. Controls and Procedures
Evaluation of disclosure controls and procedures. The Companys chief executive officer and chief
financial officer have reviewed and evaluated the effectiveness of the Companys disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the
Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period
covered by this quarterly report on Form 10-QSB. Based on that review and evaluation, the chief
executive officer and chief financial officer have concluded that the Companys current disclosure
controls and procedures, as designed and implemented, are effective to ensure that such officers
are provided with information relating to the Company required to be disclosed in the reports the
Company files or submits under the Exchange Act and that such information is recorded, processed,
summarized and reported within the specified time periods.
Changes in internal control over financial reporting. There were no changes in the Companys
internal control over financial reporting that occurred during the quarter ended March 31, 2007
that have materially affected, or are reasonably likely to materially affect, the Companys
internal control over financial reporting.
Page 20
PART II. Other Information
Item 1. Legal Proceedings
There were no legal proceedings pending against or involving the Company during the
period covered by this quarterly report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
On February 12, 2007, the Company held its Annual Meeting of Stockholders at the Companys
corporate headquarters in Concord, Massachusetts. At that meeting, one director was
elected to serve on the Board of Directors as the Class I director for a term of three
years expiring at the 2010 Annual Meeting of Stockholders. Mitchell B. Briskin received
1,246,537 votes, and 57,242 votes were withheld. Mr. Briskin is joined by Carl H. Guild,
Jr., Thomas E. Peoples and Robert T. Lessard on the Board of Directors of the Company.
Also at the meeting, stockholders voted to ratify the appointment of Vitale, Caturano &
Company, Ltd. as auditors for the Company for the fiscal year ending September 29, 2007.
Vitale, Caturano & Company, Ltd. received 1,265,625 votes in favor of its appointment,
36,171 votes against and 1,986 shares were not voted.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
|
31.1 |
|
Certification of principal executive officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
31.2 |
|
Certification of principal financial officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
32.1 |
|
Certifications of Chief Executive and Chief
Financial Officers pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 |
Page 21
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
TECHNICAL COMMUNICATIONS CORPORATION
(Registrant)
|
|
May 14, 2007 |
By: |
/s/ Carl H. Guild, Jr.
|
|
Date |
|
Carl H. Guild, Jr., President and Chief |
|
|
|
Executive Officer |
|
|
|
|
|
|
|
|
|
|
May
14, 2007 |
By: |
/s/ Michael P. Malone
|
|
Date |
|
Michael P. Malone, Chief Financial Officer |
|
|
|
|
|
Page 22
EXHIBIT INDEX
Exhibit No. |
|
Description |
|
31.1 |
|
Certification of principal executive officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
31.2 |
|
Certification of principal financial officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
32.1 |
|
Certifications of Chief Executive and Chief
Financial Officers pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 |
Page 23