tcco20220326

tcco20220326_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

☒		Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
		For the quarterly period ended March 26, 2022

☐		Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
		For the transition period from ________________ to ________________

Commission File Number: 001-34816

TECHNICAL COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts		04-2295040
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

100 Domino Drive, Concord, MA		01742-2892
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (978) 287-5100

	N/A
	(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None

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 preceding 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 ☒ 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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	☐	Emerging growth company	☐
Non-accelerated filer	☒	Smaller reporting 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 ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. 1,854,403 shares of Common Stock, $0.10 par value, outstanding as of May 7, 2022.

INDEX

		Page
PART I	Financial Information

Item 1.	Financial Statements:

	Consolidated Balance Sheets as of March 26, 2022 (unaudited) and September 25, 2021	1

	Consolidated Statements of Operations for the Three Months ended March 26, 2022 and March 27, 2021 (unaudited)	2

	Consolidated Statements of Operations for the Six Months ended March 26, 2022 and March 27, 2021 (unaudited)	3

	Consolidated Statements of Cash Flows for the Three and Six Months ended March 26, 2022 and March 27, 2021 (unaudited)	4

	Consolidated Statements of Changes in Stockholders' Equity for the Three Months ended March 26, 2022 and March 27, 2021 (unaudited)	5

	Notes to Unaudited Consolidated Financial Statements	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

Item 4.	Controls and Procedures	20

PART II	Other Information

Item 1.	Legal Proceedings	22

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 3.	Defaults Upon Senior Securities	22

Item 4.	Mine Safety Disclosures	22

Item 5.	Other Information	22

Item 6.	Exhibits	22

	Signatures	23

TECHNICAL COMMUNICATIONS CORPORATION AND SUBSIDIARY

Consolidated Balance Sheets

	March 26, 2022			September 25, 2021
Assets	(Unaudited)
Current Assets:
Cash and cash equivalents	$	26,061		$	298,022
Accounts receivable - trade		394,825			280,807
Inventories, net		1,078,933			1,157,382
Other current assets		179,819			169,479
Total current assets		1,679,638			1,905,690

Equipment and leasehold improvements		4,543,183			4,543,183
Less: accumulated depreciation and amortization		(4,541,424	)		(4,538,782	)
Equipment and leasehold improvements, net		1,759			4,401

Operating lease right-of-use asset		328,230			406,519

Total Assets	$	2,009,627		$	2,316,610

Liabilities and Stockholders’ Equity
Current Liabilities:
Current maturities of notes payable – long-term (Note 7)	$	1,996		$	494
Notes payable - short-term debt		1,900,000			1,000,000
Current operating lease liabilities		161,043			158,070
Accounts payable		122,883			105,676
Customer deposits		3,933			45,124
Accrued liabilities:
Accrued compensation and related expenses		226,018			219,271
Accrued commissions		13,164			16,248
Other current liabilities		31,800			29,330
Total current liabilities		2,460,837			1,574,213

Long-term operating lease liability		167,187			248,449
Note payable – long-term, net of current maturities (Note 7)		148,004			149,506

Total Liabilities		2,776,028			1,972,168

Commitments and contingencies

Stockholders’ Equity:
Common stock, par value $0.10 per share; 7,000,000 shares authorized; 1,854,403 shares issued and outstanding at March 26, 2022 and September 25, 2021		185,440			185,440
Additional paid-in capital		4,337,770			4,312,969
Accumulated deficit		(5,289,611	)		(4,153,967	)
Total stockholders’ equity (deficit)		(766,401	)		344,442

Total Liabilities and Stockholders’ Equity	$	2,009,627		$	2,316,610

The accompanying notes are an integral part of these unaudited consolidated financial statements.

TECHNICAL COMMUNICATIONS CORPORATION AND SUBSIDIARY

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended
	March 26, 2022			March 27, 2021

Net revenue	$	565,112		$	616,554
Cost of revenue		490,424			352,892
Gross profit		74,688			263,662

Operating expenses:
Selling, general and administrative		484,649			396,468
Product development		83,789			194,333
Total operating expenses		568,438			590,801

Operating loss		(493,750	)		(327,139	)

Other income (expense):
Interest expense		(28,533	)		(1,541	)
Total other income (expense)		(28,533	)		472,239

Net loss	$	(522,283	)	$	(328,680	)

Net loss per common share:
Basic	$	(0.28	)	$	(0.18	)
Diluted	$	(0.28	)	$	(0.18	)

Weighted average shares:
Basic		1,854,403			1,850,403
Diluted		1,854,403			1,850,403

The accompanying notes are an integral part of these unaudited consolidated financial statements.

TECHNICAL COMMUNICATIONS CORPORATION AND SUBSIDIARY

Consolidated Statements of Operations

(Unaudited)

	Six Months Ended
	March 26, 2022			March 27, 2021

Net revenue	$	988,593		$	783,479
Cost of revenue		847,252			396,519
Gross profit		141,341			386,960

Operating expenses:
Selling, general and administrative		1,047,009			941,689
Product development		184,888			586,760
Total operating expenses		1,231,897			1,528,449

Operating loss		(1,090,556	)		(1,141,489	)

Other income (expense):
Grant income		-			474,400
Interest expense		(45,088	)		(3,702	)
Total other income (expense)		(45,088	)		470,698

Net loss	$	(1,135,644	)	$	(670,791	)

Net loss per common share:
Basic	$	(0.61	)	$	(0.36	)
Diluted	$	(0.61	)	$	(0.36	)

Weighted average shares:
Basic		1,854,403			1,850,403
Diluted		1,854,403			1,850,403

The accompanying notes are an integral part of these unaudited consolidated financial statements.

TECHNICAL COMMUNICATIONS CORPORATION AND SUBSIDIARY

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended
	March 26, 2022			March 27, 2021
Operating Activities:
Net loss	$	(1,135,644	)	$	(670,791	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,642			10,702
Stock-based compensation		24,801			27,263

Changes in certain operating assets and liabilities:
Accounts receivable		(114,018	)		(54,920	)
Inventories		78,449			(220,075	)
Other current assets		(10,340	)		(1,201	)
Customer deposits		(41,191	)		(67,495	)
Deferred income		-			(474,400	)
Accounts payable and other accrued liabilities		23,340			28,716

Net cash used in operating activities		(1,171,961	)		(1,422,201	)

Financing Activities:

Proceeds from debt		900,000			474,405

Net cash provided by financing activities		900,000			474,405

Net decrease in cash and cash equivalents		(271,961	)		(947,796	)

Cash and cash equivalents at beginning of the period		298,022			1,513,852

Cash and cash equivalents at end of the period	$	26,061		$	566,056

Supplemental Disclosures:

Income taxes paid	$	912		$	912

The accompanying notes are an integral part of these unaudited consolidated financial statements.

TECHNICAL COMMUNICATIONS CORPORATION AND SUBSIDIARY

Consolidated Statements of Changes in Stockholders' Equity

(Unaudited)

	Three Months Ended						Six Months Ended
	March 26, 2022			March 27, 2021			March 26, 2022			March 27, 2021

Shares of common stock:
Beginning balance		1,854,403			1,850,403			1,854,403			1,850,403

Ending balance		1,854,403			1,850,403			1,854,403			1,850,403

Common stock at par value:
Beginning balance	$	185,440		$	185,041		$	185,440		$	185,041

Ending balance	$	185,440		$	185,041		$	185,440		$	185,041

Additional paid-in capital:
Beginning balance	$	4,325,592		$	4,258,828		$	4,312,969		$	4,244,965
Stock-based compensation		12,178			13,400			24,801			27,263

Ending balance	$	4,337,770		$	4,272,228		$	4,337,770		$	4,272,228

Accumulated deficit:
Beginning balance	$	(4,767,328	)	$	(3,407,692	)	$	(4,153,967	)	$	(3,065,581	)
Net loss		(522,283	)		(328,680	)		(1,135,644	)		(670,791	)

Ending balance	$	(5,289,611	)	$	(3,736,372	)	$	(5,289,611	)	$	(3,736,372	)

Total stockholders’ equity	$	(766,401	)	$	720,897		$	(766,401	)	$	720,897

The accompanying notes are an integral part of these unaudited consolidated financial statements.

TECHNICAL COMMUNICATIONS CORPORATION AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.

Description of the Business and Basis of Presentation

Company Operations

Technical Communications Corporation (“TCC”) was incorporated in Massachusetts in 1961; its wholly-owned subsidiary, TCC Investment Corp., was organized in that jurisdiction in 1982. Technical Communications Corporation and TCC Investment Corp. are sometimes collectively referred to herein as the “Company”. The Company’s business consists of only one industry segment, which is the design, development, manufacture, distribution, marketing and sale of communications security devices, systems and services. The secure communications solutions provided by TCC protect vital information transmitted over a wide range of data, video, fax and voice networks. TCC’s products have been sold into over 115 countries and are in service with governments, military agencies, telecommunications carriers, financial institutions and multinational corporations.

Interim Financial Statements

The accompanying unaudited consolidated financial statements of Technical Communications Corporation and its wholly-owned subsidiary include all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position and 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 24, 2022.

The September 25, 2021 consolidated balance sheet contained herein was derived from the Company’s audited consolidated balance sheet at September 25, 2021 as contained in the Company’s Annual Report on Form 10-K for the fiscal year then ended as filed with the U.S. Securities and Exchange Commission (“SEC”). Certain footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as allowed by SEC rules and regulations. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the fiscal year ended September 25, 2021 included in its Annual Report on Form 10-K as filed with the SEC (the “2021 Annual Report”).

The Company follows accounting standards set by the Financial Accounting Standards Board, commonly referred to as the FASB. The FASB sets generally accepted accounting principles (“GAAP”) that the Company follows to ensure it consistently reports its financial condition, results of operations, and cash flows. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification^TM- sometimes referred to as the Codification or ASC.

Liquidity and Ability to Continue as a Going Concern

For the six months ended March 26, 2022, the Company generated a net loss of $1,135,644 and for the fiscal years ended September 25, 2021 and September 26, 2020, the Company generated net losses of $1,088,000 and $911,000, respectively. Although the Company generated $631,000 of net income in the fiscal year ended September 28, 2019, the Company suffered recurring losses from operations during the prior seven year period from fiscal 2012 to fiscal 2018 and had an accumulated deficit of $5,289,611 at March 26, 2022. These factors continue to raise substantial doubt about the Company's ability to continue as a going concern. Such consolidated financial statements do not include any adjustments to reflect the substantial doubt about the Company’s ability to continue as a going concern.

During the third quarter of fiscal 2021, the Company secured funding for operations in the form of a line of credit extended by Carl H. Guild, Jr., TCC’s Chief Executive Officer, President and Chairman of the Board. Mr. Guild agreed to loan up to $1 million to the Company pursuant to a demand promissory note dated May 6, 2021 for working capital purposes. The note bears interest at a rate of 6% per annum and has no specified term. On November 18, 2021 the line of credit was amended and restated to increase the amount of the line to $2 million. On April 7, 2022 the line was amended and restated again to increase the amount to $3 million. Advances beyond the initial $1 million bear interest at a rate of 7.5% per annum. The outstanding principal balance at March 26, 2022 was $1,900,000, plus accrued interest of $25,000. An interest payment of $30,000 was made in January of 2022.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

We anticipate that our principal sources of liquidity, including the recent line of credit, will be sufficient to fund our activities through June 2022. In order to have sufficient cash to fund our operations beyond that point, we will need to secure new customer contracts, raise additional equity or debt capital, and reduce expenses, including payroll and payroll-related expenses through another employee furlough and/or separations.

In order to have sufficient capital resources to fund operations, the Company has been working diligently to secure several large orders with new and existing customers. The receipt of these orders has been significantly delayed and will continue to be difficult to predict due to the impact of the COVID-19 pandemic on our customers as a result of their operations being reduced or shut down. TCC has been able to maintain its operations during this sustained period of disruption, but a continuation of the disruption in either our customers’ operations or those of the Company will continue to have a material adverse impact on sales activity and revenue.

Since the start of the pandemic, the Company has been able to secure capital in the form of debt financing to assist with funding its operations. On April 17, 2020, the Company was granted a loan from bankHometown under the U.S. Small Business Administration's, or SBA, Paycheck Protection Program, or PPP, in the principal amount of $474,400. The loan, which was evidenced by a note dated April 17, 2020, was payable over 18 months at an annual interest rate of 1% to the extent not forgiven. The Company used the entire original PPP loan amount for qualifying expenses and the SBA forgave the loan in its entirety on January 11, 2021.

On February 1, 2021, the Company received a second loan from bankHometown under the PPP as authorized under the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act, or the Economic Aid Act. The loan, evidenced by a promissory note, was in the principal amount of $474,405. The Company used the entire second PPP loan amount for qualifying expenses and the loan was forgiven on August 10, 2021 under the provisions of the Economic Aid Act.

During fiscal year 2020, the Company was granted a loan from the SBA in the principal amount of $150,000 pursuant to the Economic Injury Disaster Loan program. This loan is payable monthly over 30 years at an annual interest rate of 3.75% commencing two years from the date of issuance.

The Company is considering raising capital through equity or debt arrangements in addition to the funding received from the SBA, although we cannot provide assurances we will be able to secure such new funding, especially in light of the tightening of the credit markets and volatility of the capital markets as a result of the coronavirus. The Company’s common stock trades on the OTC Market.

Should the Company be unsuccessful in these efforts, it would be forced to implement headcount reductions, additional employee furloughs and/or reduced hours for certain employees, or cease operations completely.

Reporting Period

The Company’s by-laws call for its fiscal year to end on the Saturday closest to the last day of September, unless otherwise decided by its Board of Directors.

Basis of Presentation

The accompanying unaudited consolidated financial statements include the accounts of TCC and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

The discussion and analysis of the Company’s financial condition and results of operations are based on the unaudited consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these unaudited consolidated financial statements requires management to make estimates and judgments 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 reporting periods.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

On an ongoing basis, management evaluates its estimates and judgments, including but not limited to those related to revenue recognition, inventory reserves, receivable reserves, marketable securities, impairment of long-lived

assets, income taxes, fair value of financial instruments and stock-based compensation. 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. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from these estimates under different assumptions or conditions.

NOTE 2.

Summary of Significant Accounting Policies and Significant Judgments and Estimates

The Company’s significant accounting policies are described in “Note 2. Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements in its 2021 Annual Report and are supplemented by the notes included in this Quarterly Report on Form 10-Q. The financial statements and related notes included in this Quarterly Report should be read in conjunction with the Company’s 2021 Annual Report.

NOTE 3.

Stock-Based Compensation

The following table summarizes stock-based compensation costs included in the Company’s consolidated statements of operations for the first three and six months of fiscal 2022 and 2021:

	March 26, 2022				March 27, 2021
	3 months		6 months		3 months		6 months

Selling, general and administrative expenses	$	10,112		20,674	$	10,910		22,282
Product development expenses		2,066		4,127		2,490		4,981
Total share-based compensation expense before taxes	$	12,178	$	24,801	$	13,400	$	27,263

As of March 26, 2022, there was $73,053 of unrecognized compensation expense related to options outstanding. The unrecognized compensation expense will be recognized over the remaining requisite service period. As of March 26, 2022, the weighted average period over which the compensation expense is expected to be recognized is 2.03 years.

On May 6, 2021 the Company adopted the 2021 Equity Incentive Plan (the “Plan”). The Plan authorizes the issuance of up to 300,000 shares. The Plan has not been approved by shareholders and allows for non-qualified stock option grants, stock appreciation rights (SARS), restricted stock and stock units and other stock and stock based awards. There were no options granted under this plan during the six months ended March 26, 2022. Vesting periods are at the discretion of the Board of Directors and typically range between zero and five years. Options under the 2021 plan are granted with an exercise price equal to fair value at time of grant and have a term of ten years from the date of grant.

The Technical Communications Corporation 2005 Non-Statutory Stock Option Plan and 2010 Equity Incentive Plan are expired as of December 25, 2021 and options are no longer available for grant thereunder, although vested, unexercised options under such plans remain outstanding. There were an aggregate of 600,000 shares authorized for issuance under these plans, of which options to purchase 143,900 shares were outstanding at December 25, 2021. Vesting periods are at the discretion of the Board of Directors and typically range between zero and five years. Options under these plans are granted with an exercise price equal to fair value at time of grant and have a term of ten years from the date of grant.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

The following table summarizes stock option activity during the first three months of fiscal 2022:

	Options Outstanding
	Number of Shares							Weighted Average		Weighted Average Contractual Life
	Unvested			Vested		Total		Exercise Price		(in years)

Outstanding, September 25, 2021		48,500			95,400		143,900	$	4.11		5.97
Grants		-			-		-		-		-
Vested		-			-		-
Cancellations/forfeitures		-			-		-		-

Outstanding, December 25, 2021		48,500			95,400		143,900	$	4.11		5.73
Grants		-			-		-		-		-
Vested		(4,200	)		4,200		-		4.88
Cancellations/forfeitures		-			-		-		-

Outstanding, March 26, 2022		44,300			99,600		143,900	$	4.11		5.48

Information related to the stock options vested and expected to vest as of March 26, 2022 is as follows:

Range of Exercise Prices					Number of Shares		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Exercisable Number of Shares		Exercisable Weighted Average Exercise Price

$	1.01	-	$	2.00		20,000		7.70	$	1.87		8,000	$	1.87
$	2.01	-	$	3.00		34,300		5.92		2.61		23,100		2.68
$	3.01	-	$	4.00		43,500		7.09		3.60		24,600		3.60
$	4.01	-	$	5.00		16,600		2.24		4.34		16,500		4.33
$	5.01	-	$	10.00		22,500		3.77		7.36		20,400		7.37
$	10.01	-	$	15.00		7,000		0.11		10.20		7,000		10.20
						143,900		5.48	$	4.11		99,600	$	4.60

The aggregate intrinsic value of the Company’s “in-the-money” outstanding and exercisable options as of March 26, 2022 and March 27, 2021 was $0 and $15,250, respectively. Nonvested stock options are subject to the risk of forfeiture until the fulfillment of specified conditions.

NOTE 4.

Revenue

The following table presents the Company’s revenues disaggregated by revenue type for the first three and six months of fiscal 2022 and 2021.

Revenue type:

	March 26, 2022				March 27, 2021
	3 months		6 months		3 months		6 months

Engineering services	$	513,432	$	857,133	$	242,754	$	242,754
Equipment sales		51,680		131,460		373,800		540,725
Total	$	565,112	$	988,593	$	616,554	$	783,479

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

Engineering services revenue consists of funded research and development and technology development for commercial companies and government agencies primarily under fixed-price contracts. The Company also derives revenue from developing and designing custom cryptographic solutions for customers’ unique secure voice, data and video communications requirements and integrating such solutions into existing systems. These contracts can vary but typically call for fixed monthly payments or payments due upon meeting certain milestones. Customers are billed monthly or upon achieving the milestone and payments are due on a net basis after the billing date.

Equipment sales revenue consists of sales of communications security equipment for voice, data, facsimile and video networks for military, government and corporate/industrial applications. Equipment sales are billed to the customer upon shipment with typical payment terms requiring a down payment at the time of order with the balance due prior to shipment. For government and certain long term customers, we may grant net payment terms.

NOTE 5.

Inventories

Inventories consisted of the following:

	March 26, 2022		September 25, 2021
Finished goods	$	-	$	57,006
Work in process		478,682		487,276
Raw materials		600,251		613,100
Total inventory, net	$	1,078,933	$	1,157,382

NOTE 6.

Leases

The Company leases space from a third party for all manufacturing, research and development, and corporate operations. The initial term of the lease was for five years through March 31, 2019 at an annual rate of $170,603. In addition, the lease contains options to extend the lease for two and one-half years through September 30, 2021 and another two and one-half years through March 31, 2024 at an annual rate of $170,603. In September 2018, the Company exercised its option to extend the term of the lease through September 2021. The Company exercised the option on March 31, 2021, and the new term will run until March 30, 2024. As such, the Company uses the extended lease term in its calculation of the lease liability and right-of-use asset. The Company classifies this lease as an operating lease with the costs recognized as a selling, general and administrative expense in its consolidated statements of operations. The lease expense for each of the six month periods ended March 26, 2022 and March 27, 2021 was $85,301.

The table below presents the maturity of the Company’s operating lease liability as of March 26, 2022:

2022	$	85,301
2023		170,603
2024		85,301
Total lease payments		341,205
Less: Imputed interest		(12,975	)
Total lease liability	$	328,230

NOTE 7.

Debt

On April 17, 2020, the Company was granted an initial PPP loan from bankHometown in the principal amount of $474,400 under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The loan, which was evidenced by a Note dated April 17, 2020, was payable over 18 months at an annual interest rate of 1% to the extent not forgiven. The Company used the entire loan amount for qualifying expenses and the loan was forgiven in its entirety on January 11, 2021. The AICPA and the SEC Office of the Chief Accountant have indicated that a borrower may elect to account for a PPP loan as a government grant in substance by applying the guidance in IAS 20, Accounting for Government Grants and Disclosure of Government Assistance by analogy if it is probable that it

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

will meet both (a) the eligibility criteria for a PPP loan, and (b) the loan forgiveness criteria for all or substantially all of the PPP loan. The Company has elected to adopt this method of accounting for this PPP loan under IAS 20, and has recognized the loan forgiveness as grant income for the full amount of the loan.

On August 10, 2020, the Company also was granted a loan (the “SBA Loan”) from the SBA in the principal amount of $150,000 pursuant to the Economic Injury Disaster Loan program. The SBA Loan, which is evidenced by a Promissory Note dated August 10, 2020, is payable in monthly installments of $731, including principal and interest, over 30 years at an interest rate of 3.75% per year. The SBA Loan may be prepaid by the Company at any time prior to maturity with no prepayment penalties. The proceeds from this loan must be used solely as working capital to alleviate economic injury caused by the Covid-19 pandemic. Although originally repayable commencing one year after grant, on March 12, 2021 the SBA announced that payments on the SBA Loan would be deferred an additional year. Payments on the loan will now commence on August 10, 2022.

As part of the SBA Loan, the Company granted the SBA a continuing security interest in and to any and all “Collateral” to secure payment and performance of all debts, liabilities and obligations of the Company to the SBA under the SBA Loan. The Collateral includes all tangible and intangible personal property that the Company owns or acquires or creates immediately upon the acquisition or creation thereof, including, but not limited to: (a) inventory, (b) equipment, (c) instruments, including promissory notes, (d) chattel paper, including tangible chattel paper and electronic chattel paper, (e) documents, (f) letter of credit rights, (g) accounts, including health-care insurance receivables and credit card receivables, (h) deposit accounts, (i) commercial tort claims, (j) general intangibles, including payment intangibles and software, and (k) as-extracted collateral, in each case as such terms may from time to time be defined in the Uniform Commercial Code.

The aggregate amounts of principal maturities of long-term debt for the following fiscal years are:

2022	$	494
2023		3,032
2024		3,148
2025		3,268
2026		3,392
Thereafter		136,666
	$	150,000

On February 1, 2021, the Company received a second PPP loan from bankHometown as authorized under the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act (the “Economic Aid Act”). The loan, which was evidenced by a promissory note, is in the principal amount of $474,405 was payable over 60 months at an annual interest rate of 1% to the extent not forgiven. The Company used the entire loan amount for qualifying expenses and the loan was forgiven in its entirety on August 30, 2021 under the provisions of the Economic Aid Act.

On November 18, 2021, the Company entered into an amended and restated Line of Credit in favor of Carl H. Guild, Jr. on a demand basis and with no expiration date. This line amends an existing financing and increases the amount of funds available to $2 million. Advances under the original line bear interest at 6% per annum. Future advances under this new financing will bear interest at an interest rate of 7.5% per annum. Mr. Guild, the Company’s Chief Executive Officer, President and Chairman of the Board, loaned the money to the Company to provide working capital. The outstanding balance at March 26, 2022 was $1,900,000, plus accrued interest of $24,934. An interest payment of $30,433 was made in January 2022.

NOTE 8.

Income Taxes

The Company has not recorded an income tax benefit on its net loss for the six month periods ended March 26, 2022 and March 27, 2021 due to its uncertain realizability. During previous fiscal years, the Company recorded a valuation allowance for the full amount of its net deferred tax assets since it could not predict the realization of these assets.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

NOTE 9.

Loss Per Share

Outstanding potentially dilutive stock options, which were not included in the net loss per share amounts as their effect would have been anti-dilutive, were as follows: 143,900 shares at March 26, 2022 and 154,400 shares at March 27, 2021.

NOTE 10.

Major Customers and Export Sales

During the three months ended March 26, 2022, the Company had one customer that represented 91% of net revenue as compared to the three months ended March 27, 2021, during which four customers represented 84% (40%, 16%, 16% and 12%, respectively) of net revenue. During the six month period ended March 26, 2022, the Company had one customers that represented 87% of net revenue as compared to the six month period ended March 27, 2021, during which four customers represented 75% (31%, 19%, 13% and 12%, respectively) of net revenue.

A breakdown of foreign and domestic net revenue for the first three and six months of fiscal 2022 and 2021 is as follows:

	March 26, 2022				March 27, 2021
	3 months		6 months		3 months		6 months

Domestic	$	513,432	$	857,133	$	546,924	$	546,924
Foreign		51,680		131,460		69,630		236,555
Total net revenue	$	565,112	$	988,593	$	616,554	$	783,479

The Company sold products into one country during the three month period ended March 26, 2022 and two countries during the three month period ended March 27, 2021. The Company sold products into two countries during the six month period ended March 26, 2022 and four countries during the six month period ended March 27, 2021. A sale is attributed to a foreign country based on the location of the contracting party. Domestic revenue may include the sale of products shipped through domestic resellers or manufacturers to international destinations. The table below summarizes foreign revenues by country as a percentage of total foreign revenue.

	March 26, 2022						March 27, 2021
	3 months			6 months			3 months			6 months

Philippines		100	%		39	%		17	%		5	%
Saudi Arabia		-			61	%		-			8	%
Egypt		-			-			83	%		24	%
Morocco		-			-			-			63	%

A summary of foreign revenue, as a percentage of total foreign revenue by geographic area, is as follows:

	March 26, 2022						March 27, 2021
	3 months			6 months			3 months			6 months

Mid-East and Africa		-			61	%		83	%		95	%
Far East		100	%		39	%		17	%		5	%

NOTE 11.

Subsequent Event

On April 7, 2022, the Company issued an amended and restated Line of Credit in favor of Carl H. Guild, Jr. on a demand basis and with no expiration date. This agreement amends the existing agreement and increases the amount of funds available to $3 million. Advances under this new agreement bear interest at an interest rate of 7.5% per annum. Mr. Guild, the Company’s Chief Executive Officer, President and Chairman of the Board, loaned the money to the Company to provide working capital.

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

Forward-Looking Statements

Certain statements contained herein or as may otherwise be incorporated by reference herein that are not purely historical 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 Company’s ability to achieve growth and profitability. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, including but not limited to the impact of the COVID-19 pandemic (including its duration and severity) and governmental actions in response thereto; the effect of foreign political unrest; domestic and foreign government policies and economic conditions; future changes in export laws or regulations; changes in technology; 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 Company's 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 Company’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended September 25, 2021.

Overview

The Company designs, manufactures, markets and sells communications security equipment that utilizes 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 Company’s products consist primarily of voice, data and facsimile encryptors. Revenue is generated principally from the sale of these products, which have traditionally been to foreign governments either through direct sale, pursuant to a U.S. government contract, or made as a sub-contractor to domestic corporations under contract with the U.S. government. We also sell these products to commercial entities and U.S. government agencies. We generate additional revenues from contract engineering services performed for certain government agencies, both domestic and foreign, and commercial entities.

Critical Accounting Policies and Significant Judgments and Estimates

There have been no material changes in the Company’s critical accounting policies or critical accounting estimates since September 25, 2021 and we have not adopted any accounting policies that have had or will have a material impact on our consolidated financial statements. For further discussion of our accounting policies see Note 2, Summary of Significant Accounting Policies and Significant Judgments and Estimates in the Notes to Unaudited Consolidated Financial Statements in this Quarterly Report on Form 10-Q and the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended September 25, 2021 as filed with the SEC.

Results of Operations

Three Months ended March 26 2022 compared to Three Months ended March 27, 2021

Net Revenue

Net revenue for the quarters ended March 26, 2022 and March 27, 2021 was $565,000 and $617,000, respectively, a decrease of $52,000 or 8.4%. Revenue for the second fiscal quarter of 2022 consisted of $513,000, or 91%, from domestic sources and $52,000, or 9%, from international customers as compared to the same period in fiscal 2021, in which revenue consisted of $547,000, or 89% from domestic sources and $70,000, or 11%, from international customers. International revenues continued to be impacted by the effects of the Covid-19 pandemic.

Foreign sales consisted of a shipment to one country during the quarter ended March 26, 2022 and two countries during the quarter ended March 27, 2021. A sale is attributed to a foreign country based on the location of the contracting party. Domestic revenue may include the sale of products shipped through domestic resellers or manufacturers to international destinations. The table below summarizes our principal foreign sales by country during the second quarters of fiscal 2022 and 2021:

	2022		2021

Phillipines	$	52,000	$	12,000
Egypt		-		58,000
	$	52,000	$	70,000

For the three months ended March 26, 2022, revenue was derived from sales of our engineering services amounting to $513,000 and a shipment of our narrowband radio encryptors amounting to $52,000.

For the three months ended March 27, 2021, revenue was derived primarily from sales of our engineering services amounting to $243,000 and shipments of our narrowband radio encryptors and various accessories to three domestic customers for deployment into a Middle Eastern country amounting to $98,000, for deployment into a North African country amounting to $98,000 and for deployment into Afghanistan amounting to $77,000.

Gross Profit

Gross profit for the second quarter of fiscal 2022 was $75,000, compared to gross profit of $264,000 for the same period of fiscal 2021, a decrease of 72%. Gross profit expressed as a percentage of total net revenue was 13% for the second quarter of fiscal 2022 compared to 43% for the same period in fiscal 2021. This decrease in gross profit expressed as a percentage of total net revenue was primarily due to the higher sales volume of higher margin equipment sales in fiscal 2021.

Operating Costs and Expenses

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the second quarter of fiscal 2022 were $485,000, compared to $396,000 for the same quarter in fiscal 2021. This increase of $89,000, or 22%, was attributable to increases in general and administrative expenses of $52,000 and increases in selling and marketing expenses of $36,000 during the three months ended March 26, 2022.

The increase in general and administrative expenses for the three months ended March 26, 2022 was primarily attributable to an increases in payroll and payroll related expenses of $66,000 and director fees of $8,000 after a return to normal operations in the current quarter compared to the previous period where a temporary furlough was in place. These increases were partially offset by a decrease in shareholder costs of $9,000, legal fees of $10,000 and a decrease in insurance costs of $5,000 during the quarter.

The increase in selling and marketing expenses for the three months ended March 26, 2022 was primarily attributable to increases in payroll and payroll related expenses of $26,000 after a return to normal operations in the current quarter compared to the previous period where a temporary furlough was in place. Also contributing to the increase were increases in bid and proposal efforts of $14,000, travel expenses of $12,000 and product demonstration costs of $8,000. Partially offsetting these increases were decreases to third party sales support and outside commissions of $15,000 and outside consulting costs of $6,000 during the quarter.

Product Development Costs

Product development costs for the quarter ended March 26, 2022 were $84,000, compared to $194,000 for the quarter ended March 27, 2021. This decrease of $110,000, or 57%, was attributable to an increase in billable engineering services contracts during the second quarter of fiscal 2022 that resulted in decreased product development costs of $254,000. This decrease was partially offset by and an increase in outside consulting costs of $78,000 and an increase in payroll and payroll-related expenses of $68,000 during the period.

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 $513,000 of engineering services revenue generated during the second quarter of fiscal 2022 and $243,000 of engineering services revenue generated during the second quarter of fiscal 2021.

Product development costs are charged to billable engineering services, bid and proposal efforts or business development activities, as appropriate. Product development costs charged to billable projects are recorded as cost of revenue; engineering costs charged to bid and proposal efforts are recorded as selling expenses; and product development costs charged to business development activities are recorded as marketing expenses.

Net Loss

The Company generated a net loss of $522,000 for the second quarter of fiscal 2022, compared to a net loss of $329,000 for the same period of fiscal 2021. This increase in net loss is primarily attributable to a 72% decrease in gross profit.

Six Months ended March 26 2022 compared to Six Months ended March 27, 2021

Net Revenue

Net revenue for the six months ended March 26, 2022 and March 27, 2021 was $989,000 and $783,000, respectively, an increase of $206,000 or 26%. Revenue for the first six months of 2022 consisted of $857,000, or 87%, from domestic sources and $132,000, or 13%, from international customers as compared to the same period in fiscal 2021, in which revenue consisted of $547,000, or 70% from domestic sources and $236,000, or 30%, from international customers. International revenues continued to be impacted by the effects of the Covid-19 pandemic.

Foreign sales consisted of a shipment to two countries during the six months ended March 26, 2022 and four countries during the quarter ended March 27, 2021. A sale is attributed to a foreign country based on the location of the contracting party. Domestic revenue may include the sale of products shipped through domestic resellers or manufacturers to international destinations. The table below summarizes our principal foreign sales by country during the second quarters of fiscal 2022 and 2021:

	2022		2021

Saudi Arabia	$	80,000	$	19,000
Philippines		52,000		11,000
Morocco		-		148,000
Egypt		-		58,000
	$	132,000	$	236,000

For the six months ended March 26, 2022, revenue was derived from sales of our engineering services amounting to $857,000 a shipment of our internet protocol data encryptors amounting to $80,000 and a shipment of our narrowband radio encryptors amounting to $52,000.

For the six months ended March 27, 2021, revenue was derived from sales of our engineering services amounting to $243,000 and shipments of our narrowband radio encryptors and various accessories to three domestic customers for deployment into a Middle Eastern country amounting to $98,000, for deployment into a North African country amounting to $246,000 and for deployment into Afghanistan amounting to $77,000, and shipments of our internet protocol data encryptors amounting to $19,000.

Gross Profit

Gross profit for the first six months of fiscal 2022 was $141,000, compared to gross profit of $387,000 for the same period of fiscal 2021, a decrease of 63%. Gross profit expressed as a percentage of total net revenue was 14% for the second quarter of fiscal 2022 compared to 49% for the same period in fiscal 2021. This decrease in gross profit expressed as a percentage of total net revenue was primarily due to the higher sales volume of higher margin equipment sales in fiscal 2021.

Operating Costs and Expenses

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the first six months of fiscal 2022 were $1,047,000, compared to $942,000 for the same quarter in fiscal 2021. This increase of $105,000, or 11%, was attributable to increases in general and administrative expenses of $55,000 and increases in selling and marketing expenses of $50,000 during the six months ended March 26, 2022.

The increase in general and administrative expenses for the six months ended March 26, 2022 was primarily attributable to an increases in payroll and payroll related expenses of $76,000 and director fees of $16,000 after a return to normal operations in the current quarter compared to the previous period where a temporary furlough was in place. These increases were partially offset by a decrease in shareholder costs of $19,000, legal fees of $15,000 and a decrease in insurance costs of $10,000 during the quarter.

The increase in selling and marketing expenses for the six months ended March 26, 2022 was primarily attributable to increases in payroll and payroll related expenses of $30,000 after a return to normal operations in the current quarter compared to the previous period where a temporary furlough was in place. Also contributing to the increase were increases in bid and proposal efforts of $31,000, travel expenses of $17,000 and product demonstration costs of $28,000. Partially offsetting these increases were decreases to commissions of $9,000 and outside consulting costs of $10,000. Also an increase in sales support activities has led to a decrease in selling and marketing expenses of $43,000, during the quarter

Product Development Costs

Product development costs for the six months ended March 26, 2022 were $185,000, compared to $587,000 for the six months ended March 27, 2021. This decrease of $402,000, or 68%, was attributable to an increase in billable engineering services contracts during the first six months of fiscal 2022 that resulted in decreased product development costs of $540,000. This decrease was partially offset by and an increase in outside consulting costs of $97,000 and an increase in payroll and payroll-related expenses of $40,000 during the period.

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 $857,000 of engineering services revenue generated during the first six months of fiscal 2022 and $243,000 of engineering services revenue generated during the first six months of fiscal 2021.

Net Loss

The Company generated a net loss of $1,136,000 for the first six months of fiscal 2022, compared to a net loss of $671,000 for the same period of fiscal 2021. This increase in net loss is primarily attributable to a decrease in grant income associated with the forgiveness of a Small Business Administration loan of $474,000 in fiscal 2021.

Liquidity and Capital Resources

Our cash and cash equivalents at March 26, 2022 totaled $26,000.

Liquidity and Ability to Continue as a Going Concern

For the six months ended March 26, 2022, the Company generated a net loss of $1,136,000 and for the fiscal years ended September 25, 2021 and September 26, 2020, the Company generated net losses of $1,088,000 and $911,000, respectively. Although the Company generated $631,000 of net income in the fiscal year ended September 28, 2019, the Company suffered recurring losses from operations during the prior seven year period from fiscal 2012 to fiscal 2018 and had an accumulated deficit of $5,290,000 at March 26, 2022. These factors continue to raise substantial doubt about the Company's ability to continue as a going concern. Such consolidated financial statements do not include any adjustments to reflect the substantial doubt about the Company’s ability to continue as a going concern.

During the third quarter of fiscal 2021, the Company secured funding for operations in the form of a line of credit extended by Carl H. Guild, Jr., TCC’s Chief Executive Officer, President and Chairman of the Board. Mr. Guild agreed to loan up to $1 million to the Company pursuant to a demand promissory note dated May 6, 2021 for working capital purposes. The note bears interest at a rate of 6% per annum and has no specified term. On November 18, 2021 the line of credit was amended and restated to increase the amount of the line to $2 million. Advances beyond the initial $1 million bear interest at a rate of 7.5% per annum. The outstanding principal balance at March 26, 2022 was $1,900,000, plus accrued interest of $25,000. There was an interest payment of $30,000 made in January 2022.

We anticipate that our principal sources of liquidity, including the recent line of credit, will be sufficient to fund our activities through June 2022. In order to have sufficient cash to fund our operations beyond that point, we will need to secure new customer contracts, raise additional equity or debt capital, and reduce expenses, including payroll and payroll-related expenses through another employee furlough and/or separations.

Since the start of the pandemic, the Company secured capital in the form of debt financing to assist with funding its operations. On April 17, 2020, the Company was granted a loan from bankHometown under the U.S. Small Business Administration's, or SBA, Paycheck Protection Program, or PPP, in the principal amount of $474,400. The loan, which was evidenced by a note dated April 17, 2020, was payable over 18 months at an annual interest rate of 1% to the extent not forgiven. The Company used the entire original PPP loan amount for qualifying expenses and the SBA forgave the loan in its entirety on January 11, 2021.

On February 1, 2021, the Company received a second loan from bankHometown under the PPP as authorized under the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act, or the Economic Aid Act. The loan, evidenced by a promissory note, was in the principal amount of $474,405. The Company used the entire second PPP loan amount for qualifying expenses and the loan was forgiven on August 10, 2021 under the provisions of the Economic Aid Act.

During fiscal year 2020, the Company was granted a loan from the SBA in the principal amount of $150,000 pursuant to the Economic Injury Disaster Loan program. This loan is payable monthly over 30 years at an annual interest rate of 3.75% commencing two years from the date of issuance.

Sources and Uses of Cash

The following table presents our abbreviated cash flows for the six month periods ended (unaudited):

	March 26, 2022			March 27, 2021

Net loss	$	(1,136,000	)	$	(671,000	)
Changes not affecting cash		27,000			38,000
Changes in assets and liabilities		(63,000	)		(789,000	)

Cash used in operating activities		(1,172,000	)		(1,422,000	)

Cash provided by financing activities		900,000			474,000

Net change in cash and cash equivalents		(272,000	)		(948,000	)
Cash and cash equivalents - beginning of period		298,000			1,514,000

Cash and cash equivalents - end of period	$	26,000		$	566,000

Company Facilities

On April 1, 2014, the Company entered into a 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 Company’s only facility and houses all manufacturing, research and development, and corporate operations. The initial term of the lease was for five years through March 31, 2019 at an annual rate of $171,000. In addition, the lease contains options to extend the lease for two and one-half years through September 30, 2021 and another two and one-half years through March 31, 2024 at an annual rate of $171,000. In September 2018, the Company exercised its option to extend the term of the lease through September 2021. In March 2021, the Company exercised the second option and the new term will run until March 30, 2024. The lease expense for each of the six month periods ended March 26, 2022 and March 27, 2021 was $85,000.

Debt Instruments

On April 17, 2020, the Company was granted a loan from bankHometown in the principal amount of $474,400 pursuant to the PPP under the CARES Act. The loan, which was evidenced by a Note dated April 17, 2020, was payable over 18 months at an annual interest rate of 1% to the extent not forgiven. The Company used the entire original PPP loan amount for qualifying expenses and the SBA forgave the loan in its entirety on January 11, 2021.

The Company also was granted a loan by the SBA in August 2020. This loan is evidenced by a promissory note dated August 10, 2020 in the principal amount of $150,000 and was made under the Economic Injury Disaster Loan program of the SBA. This note is payable monthly over 30 years at an annual interest rate of 3.75% commencing two years from the date of issuance.

On February 1, 2021, the Company was granted a second PPP loan from bankHometown in the principal amount of $474,405 under the Economic Aid Act. Any amounts not forgiven will be paid back over five years at an interest rate of 1% per year. Program rules provide that loan payments will be deferred for borrowers who apply for loan forgiveness until the SBA remits the borrower's loan forgiveness amount to the lender. If a borrower does not apply for loan forgiveness, payments are deferred for 10 months following the end of the covered period for the borrower’s loan forgiveness (between 8 and 24 weeks). The Company used the entire original PPP loan amount for qualifying expenses and the SBA forgave the loan in its entirety on August 10, 2021.

On November 18, 2021, the Company entered into an amended and restated Line of Credit in favor of Carl H. Guild, Jr. on a demand basis and with no expiration date. This line amends an existing financing and increases the amount of funds available to $2 million. On April 7, 2022, the Company issued an amended and restated Line of Credit in favor of Carl H. Guild, Jr. on a demand basis and with no expiration date. This agreement amends and existing agreement and increases the amount of funds available to $3 million. Advances under this new agreement will bear interest at an interest rate of 7.5% per annum. Mr. Guild, the Company’s Chief Executive Officer, President and Chairman of the Board, loaned the money to the Company to provide working capital. Advances under the original line bear interest at 6% per annum. Mr. Guild, the Company’s Chief Executive Officer, President and Chairman of the Board, loaned the money to the Company to provide working capital. The outstanding balance at March 26, 2022 was $1,900,000, plus accrued interest of $25,000. An interest payment of $30,000 was made in January 2022.

Backlog

Backlog at March 26, 2022 and September 25, 2021 amounted to $153,000 and $2,129,000, respectively. The orders in backlog at March 26, 2022 are expected to ship and/or services are expected to be performed over the next six months depending on customer requirements and product availability.

Performance guaranties

Certain foreign customers require the Company to guarantee bid bonds and 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. At March 26, 2022 and September 25, 2021, the Company had no outstanding letters of credit.

Research and development

Research and development efforts are undertaken by the Company primarily on its own initiative. In order to compete successfully, the Company must improve existing products and develop new products, as well as attract and retain qualified personnel. No assurances can be given that the Company will be able to hire and train such technical management and sales personnel or successfully improve and develop its products.

During the six month periods ended March 26, 2022 and March 27, 2021 the Company spent $185,000 and $587,000, respectively, on internal product development. The Company also spent $545,000 and $147,000 on billable development efforts during the first six months of fiscal 2022 and 2021, respectively. The Company’s total product development costs during the first six months of fiscal 2022 were similar to total product development costs during the same period in fiscal 2021. It is expected that total product development expenses will remain lower until we secure a new billable research and development contract.

It is anticipated that cash from operations will fund our near-term research and development and marketing activities. We also believe that, in the long term, based on current billable activities, cash from operations will be sufficient to meet the development goals of the Company, although we can give no assurances. Any increase in development activities - either billable or new product related - will require additional resources, which we may not be able to fund through cash from operations. In circumstances where resources will be insufficient, the Company will look to other sources of financing, including debt and/or equity investments; however, we can provide no guarantees that we will be successful in securing such additional financing.

Other than those stated above, there are no plans for significant internal product development or material commitments for capital expenditures during the remainder of fiscal 2022.

New Accounting Pronouncements

ASU No. 2019-12, Simplifying the Accounting for Income Taxes

In December 2019, the FASB issued guidance under ASU No. 2019-12, Simplifying the Accounting for Income Taxes, with respect to leases. The decisions reflected in this ASU update specific areas of ASC 740, Income Taxes, to reduce complexity while maintaining or improving the usefulness of the information provided to users of financial statements. The Company adopted this guidance during its fiscal year quarter ended December 25, 2021, and it did not have a material impact on the Company’s financial statements.

Other recent accounting pronouncements were issued by the FASB (including its Emerging Issues Task Force) and the SEC during the first six months of the Company’s 2022 fiscal year but such pronouncements are not believed by management to have a material impact on the Company’s present or future financial statements.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4.

Controls and Procedures

Evaluation of disclosure controls and procedures. The Company’s Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act, as amended (the “Exchange Act”) as of the end of the period covered by this Annual Report on Form 10-K. Based on that review and evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are not effective as of March 26, 2022 due to the material weaknesses described below.

Management’s annual report on internal control over financial reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of March 26, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013). Based on such an assessment, management concluded that the Company’s internal control over financial reporting was not effective as of March 26, 2022.

Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. GAAP. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

A goal of the assessment was to determine whether any material weaknesses existed with respect to the Company’s internal control over financial reporting. A “material weakness” is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the registrant’s annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.

Based upon that assessment management identified a deficiency that rose to the level of a material weakness in our internal control over financial reporting related to generally accepted accounting principles associated with revenue recognition caused by an error in judgement within the accounting department. The Company identified this material weakness at year end, but remediated those material weaknesses it had identified in prior years, as described below.

As disclosed in the Company’s periodic and annual reports for prior periods through fiscal year end 2019, management had concluded that the Company did not maintain effective internal control over financial reporting due to material weaknesses in such internal control related to the misapplication of generally accepted accounting principles associated with revenue recognition, inventory reserves, accruals and the preparation of the consolidated financial statements, as well as the classification and disclosure of financial information, all caused by a lack of adequate skills and experience within the accounting department. In addition, management also previously identified a material weakness due to a lack of sufficient staff to segregate accounting duties.

Nonetheless, management believes that our consolidated financial statements included in this Annual Report on Form 10-K have been prepared in accordance with generally accepted accounting principles. Our Chief Executive Officer and Chief Financial Officer have certified that, based on such officer’s knowledge, the financial statements and other financial information included in this Annual Report on Form 10-K fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report. In addition, we initiated a remediation plan for the material weaknesses, described above.

Our management, with oversight from the Audit Committee, actively engaged in remediating the identified material weaknesses. As part of these remediation efforts management undertook education and training for TCC’s accounting staff and management to address certain core competencies that resulted in the lack of operational effectiveness. Management will continue to assess the design of controls to determine if enhancements are needed to increase effectiveness of our internal control over financial reporting. Management has retained a subject matter expert in the area of income tax accounting and is assessing the need to retain additional subject matter experts to ensure compliance with generally accepted accounting principles and SEC rules and regulations. Both management and the Audit Committee have increased their oversight of non-routine transactions. This includes oversight of large revenue contracts as well as judgement areas, including inventory reserves and accruals. This oversight will contribute to the assessment of the need to retain additional subject matter experts.

The Company has made significant progress in improving its internal control over financial reporting but remediation efforts are ongoing; the Company’s goal is to have all material weaknesses remediated by the end of its 2022 fiscal year.

Changes in internal control over financial reporting. The changes in the aforementioned internal control over financial reporting and the remediation efforts undertaken as of year-end and undertaken in the first quarter of the Company’s fiscal 2022 have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. No other changes in the Company’s internal control over financial reporting occurred during the second quarter of its 2022 fiscal year.

PART II. Other Information

Item 1.	Legal Proceedings

	There were no material pending legal proceedings to which the Company or its subsidiary was a party or which any of their property was subject during the period covered by this quarterly report.

Item 1A.	Risk Factors

	Not applicable.

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

	Not applicable.

Item 3.	Defaults Upon Senior Securities

	Not applicable.

Item 4.	Mine Safety Disclosures

	Not applicable.

Item 5.	Other Information

	Not applicable.

Item 6.

Exhibits

10.1

Demand Promissory Note with Carl H. Guild, Jr. dated April 7, 2022

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

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Report Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Calculation Linkbase Document

101.LAB

Inline XBRL Taxonomy Label Linkbase Document

101.PRE

Inline XBRL Presentation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

104

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

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.

	TECHNICAL COMMUNICATIONS CORPORATION
	(Registrant)

May 10, 2022	By:	/s/ Carl H. Guild, Jr.
Date		Carl H. Guild, Jr., President and Chief
		Executive Officer


May 10, 2022	By:	/s/ Michael P. Malone
Date		Michael P. Malone, Chief Financial Officer

SEC Form 10-Q filed by Technical Communications Corporation