Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 10-QSB

 


 

(Mark One)

x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended March 26, 2005

 

¨ Transition report under Section 13 or 15(d) of the Exchange Act

 

For the transition period              to             

 

Commission File Number: 0-8588

 


 

TECHNICAL COMMUNICATIONS CORPORATION

(Exact name of small business issuer as specified in its charter)

 


 

Massachusetts   04-2295040

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

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

 

Issuer’s 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   x     No   ¨

 

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Number of shares of Common Stock, $.10 par value, outstanding as of May 6, 2005: 1,362,958.

 



Table of Contents

INDEX

 

          Page

PART I    Financial Information     
Item 1.   

Financial Statements:

    
     Condensed Consolidated Balance Sheets as of
March 26, 2005 (unaudited) and September 25, 2004
   2
     Condensed Consolidated Statements of Operations for the
Three months ended March 26, 2005 and March 27, 2004 (unaudited)
   3
     Condensed Consolidated Statements of Operations for the
Six months ended March 26, 2005 and March 27, 2004 (unaudited)
   4
     Condensed Consolidated Statements of Cash Flows for the
Six months ended March 26, 2005 and March 27, 2004 (unaudited)
   5
    

Notes to Condensed Consolidated Financial Statements

   6
Item 2.   

Management’s Discussion and Analysis or Plan of Operation

   12
Item 3.   

Controls and Procedures

   18
PART II    Other Information     
Item 1.   

Legal Proceedings

   19
Item 2.   

Unregistered Sales of Equity Securities and Use of Proceeds

   19
Item 3.   

Defaults Upon Senior Securities

   19
Item 4.   

Submission of Matters to a Vote of Security Holders

   19
Item 5.   

Other Information

   20
Item 6.   

Exhibits

   20
    

Signatures

   21

 

Page 1


Table of Contents

Item 1. Financial Statements

 

TECHNICAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

 

     March 26,
2005


    September 25,
2004


 
     (unaudited)        

Assets

                

Current Assets:

                

Cash and cash equivalents

   $ 1,790,992     $ 2,238,319  

Accounts receivable - trade, less allowance for doubtful accounts of $70,000

     264,551       329,950  

Inventories

     1,273,680       1,246,292  

Other current assets

     78,252       178,315  
    


 


Total current assets

     3,407,475       3,992,876  
    


 


Equipment and leasehold improvements

     5,057,591       4,995,618  

Less: accumulated depreciation and amortization

     4,947,875       4,918,775  
    


 


Equipment and leasehold improvements, net

     109,716       76,843  
    


 


Total Assets

   $ 3,517,191     $ 4,069,719  
    


 


Liabilities and Stockholders’ Equity

                

Current Liabilities:

                

Accounts payable

   $ 119,162     $ 165,867  

Accrued liabilities

                

Accrued payroll

     224,631       214,521  

Accrued expenses

     151,299       364,701  
    


 


Total current liabilities

     495,092       745,089  
    


 


Stockholders’ Equity:

                

Common stock, par value $.10 per share; 3,500,000 shares authorized; 1,363,190 shares issued and outstanding at March 26, 2005 and 1,349,859 shares issued and outstanding at September 25, 2004

     136,319       134,986  

Treasury stock at cost, 232 shares

     (1,934 )     (1,934 )

Additional paid-in capital

     1,396,979       1,381,785  

Retained earnings

     1,490,735       1,809,793  
    


 


Total stockholders’ equity

     3,022,099       3,324,630  
    


 


Total Liabilities and Stockholders’ Equity

   $ 3,517,191     $ 4,069,719  
    


 


 

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

 

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TECHNICAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)

 

     Three Months Ended

 
     March 26,
2005


    March 27,
2004


 

Net sales

   $ 555,023     $ 1,105,908  

Cost of sales

     317,222       449,056  
    


 


Gross profit

     237,801       656,852  

Operating expenses:

                

Selling, general and administrative expenses

     386,306       319,724  

Product development costs

     306,413       105,882  
    


 


Total operating expenses

     692,719       425,606  
    


 


Operating income (loss)

     (454,918 )     231,246  
    


 


Other income (expense):

                

Interest income

     9,429       2,921  

Interest expense

     (458 )     (363 )

Other

     9,140       31,388  
    


 


Total other income:

     18,111       33,946  
    


 


Income (loss) before income taxes

     (436,807 )     265,192  

Provision for income taxes

     —         —    
    


 


Net income (loss)

   $ (436,807 )   $ 265,192  
    


 


Net income (loss) per common share:

                

Basic

   $ (0.32 )   $ 0.20  

Diluted

   $ (0.32 )   $ 0.17  

Weighted average shares:

                

Basic

     1,357,965       1,343,298  

Diluted

     1,357,965       1,561,331  

 

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

 

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TECHNICAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)

 

     Six Months Ended

 
     March 26,
2005


    March 27,
2004


 

Net sales

   $ 1,741,607     $ 2,159,801  

Cost of sales

     691,022       1,001,705  
    


 


Gross profit

     1,050,585       1,158,096  

Operating expenses:

                

Selling, general and administrative expenses

     841,062       683,598  

Product development costs

     555,087       154,606  
    


 


Total operating expenses

     1,396,149       838,204  
    


 


Operating income (loss)

     (345,564 )     319,892  
    


 


Other income (expense):

                

Interest income

     17,816       5,031  

Interest expense

     (915 )     (726 )

Other

     9,590       31,838  
    


 


Total other income:

     26,491       36,143  
    


 


Income (loss) before income taxes

     (319,073 )     356,035  

Provision for income taxes

     —         —    
    


 


Net income (loss)

   $ (319,073 )   $ 356,035  
    


 


Net income (loss) per common share:

                

Basic

   $ (0.24 )   $ 0.27  

Diluted

   $ (0.24 )   $ 0.22  

Weighted average shares:

                

Basic

     1,355,655       1,340,355  

Diluted

     1,355,655       1,630,156  

 

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

 

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TECHNICAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

     Six Months Ended

 
     March 26,
2005


    March 27,
2004


 

Operating Activities:

                

Net income (loss)

   $ (319,073 )   $ 356,035  

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

                

Depreciation and amortization

     29,100       31,277  

Gain on sale of trading securities

     —         (30,838 )

Changes in assets and liabilities:

                

Accounts receivable

     65,399       (143,745 )

Inventories

     (27,388 )     145,803  

Other current assets

     100,063       (68,028 )

Accounts payable and other accrued liabilities

     (249,997 )     114,248  

Deferred revenue

     —         400,000  
    


 


Net cash provided by (used in) operating activities

     (401,896 )     804,752  
    


 


Investing Activities:

                

Additions to equipment and leasehold improvements

     (61,973 )     (21,963 )

Proceeds from sale of trading securities

     —         30,838  
    


 


Net cash provided by (used in) investing activities

     (61,973 )     8,875  
    


 


Financing Activities:

                

Proceeds from stock issuance

     16,542       2,744  
    


 


Net cash provided by financing activities

     16,542       2,744  
    


 


Net increase (decrease) in cash and cash equivalents

     (447,327 )     816,371  

Cash and cash equivalents at beginning of the period

     2,238,319       1,097,847  
    


 


Cash and cash equivalents at the end of the period

   $ 1,790,992     $ 1,914,218  
    


 


Supplemental Disclosures:

                

Interest paid

   $ 914     $ 746  

Income taxes paid

     20,956       11,100  

 

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

 

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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 24, 2005.

 

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 Company’s audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-KSB for the fiscal year ended September 25, 2004.

 

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 value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

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

 

We recognize revenue from product sales in accordance with SEC Staff Accounting Bulleting 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. We provide for a warranty reserve at the time the product revenue is recognized.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

 

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.

 

We perform 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 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, we receive 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

 

We value our inventory at the lower of actual cost to purchase and/or manufacture or the current estimated market value of the inventory. We periodically review inventory quantities on hand and record a provision for excess and/or obsolete inventory based primarily on our estimated forecast of product demand, as well as historical usage. Due to the custom and specific nature of certain of our products, demand and usage for products and materials can fluctuate significantly. A significant decrease in demand for our 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, our 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 we make every effort to ensure the accuracy of our forecasts of future product demand, any significant unanticipated change in demand or technological developments could have a significant negative impact on the value of our inventory and would reduce our reported operating results.

 

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 impairment of their ability to make payments, additional allowances may be required.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

 

Stock-Based Compensation

 

Statement of Financial Accounting Standards No. 123, “Accounting for Stock Based Compensation” (SFAS No. 123) and Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure” (SFAS No. 148) encourage, but do not require, companies to record compensation cost for stock-based employee compensation plans at fair value. The Company has chosen to continue to account for stock-based employee compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” under which no compensation expense for stock options is recognized for stock option awards granted to employees at or above fair market value.

 

The Company has adopted the disclosure-only provisions of SFAS No. 123 and SFAS No. 148. Had stock compensation expense been determined based on the fair value at the grant dates for awards granted under the Company’s stock option plans, consistent with the provisions of SFAS No. 123, the Company’s net income and income per share for the three month and six month periods ended March 26, 2005 and March 27, 2004 would have been as follows:

 

    

March 26,

2005


   

March 27,

2004


     3 months

    6 months

    3 months

   6 months

     (unaudited)     (unaudited)

Net income (loss), as reported

   $ (436,807 )   $ (319,073 )   $ 265,192    $ 356,035

Pro forma impact of expensing stock options

     26,114       52,830       224,075      240,687
    


 


 

  

Pro forma net income (loss)

   $ (462,921 )   $ (371,903 )   $ 41,117    $ 115,348
    


 


 

  

Basic income (loss) per common share, as reported

   $ (0.32 )   $ (0.24 )   $ 0.20    $ 0.27

Pro forma impact of expensing stock options

     0.02       0.04       0.17      0.18
    


 


 

  

Pro forma net income (loss) per share

   $ (0.34 )   $ (0.28 )   $ 0.03    $ 0.09
    


 


 

  

Diluted income (loss) per common share, as reported

   $ (0.32 )   $ (0.24 )   $ 0.17    $ 0.22

Pro forma impact of expensing stock options

     0.02       0.04       0.14      0.15
    


 


 

  

Pro forma net income (loss) per share

   $ (0.34 )   $ (0.28 )   $ 0.03    $ 0.07
    


 


 

  

 

The fair value of each option granted was estimated on the grant date using the Black-Scholes option pricing model with the following weighted average assumptions: risk-free interest rates of 3.71% and 3.0% for 2005 and 2004, respectively; expected life equal to 5 years for each of 2005 and 2004; expected volatility of 167% and 191% in 2005 and 2004, respectively; and an expected dividend yield of 0% for both 2005 and 2004.

 

Pro forma compensation expense for options granted is reflected over the vesting period; future pro forma compensation expense may be greater as additional options are granted.

 

Accounting for Income Taxes

 

The preparation of 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 be subject to certain risks that ordinarily would not be expected in the United States. The income tax accounting

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

 

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. We 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. We have recorded a full valuation allowance against our deferred tax assets of $3.9 million as of March 26, 2005 and September 25, 2004, due to uncertainties related to our ability to utilize these assets. The valuation allowance is based on our estimates of taxable income by jurisdiction in which we operate and the period over which our deferred tax assets will be recoverable. In the event that actual results differ from these estimates or we adjust these estimates in future periods, we may need to adjust our valuation allowance, which could materially impact our financial condition and results of operations.

 

Because we sell products into foreign countries with the assistance of local representatives, the Company has not been subject to any foreign taxes in recent years. Also, it is not anticipated that we will be subject to foreign taxes in the near future.

 

Newly Issued Pronouncements

 

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS No. 123(R)), which is a revision of SFAS No. 123. SFAS No. 123(R) supersedes APB Opinion No. 25, and amends SFAS No. 95, “Statement of Cash Flows.” Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. SFAS No. 123(R) is effective for the first fiscal year beginning after December 15, 2005. The Company is currently evaluating the impact that this statement will have on its financial condition and results of operations.

 

NOTE 2. Inventories

 

Inventories consisted of the following:

 

     March 26,
2005


   September 25,
2004


     (unaudited)     

Finished Goods

   $ 16,246    $ 66,036

Work in Process

     312,344      382,152

Raw Materials

     945,090      798,104
    

  

     $ 1,273,680    $ 1,246,292
    

  

 

NOTE 3. Income taxes

 

Although the Company recorded net income for the six months ended March 27, 2004, the Company had no income tax expense due to the reversal of the valuation allowance on net operating loss carryforwards to offset current earnings. The Company has also not recorded an income tax benefit on its net loss for the six months ended March 26, 2005 due to its uncertain realizability The Company has recorded a valuation allowance for the full amount of its net deferred tax assets since it cannot currently predict the realization of these assets.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

 

NOTE 4. Earnings (Loss) Per Share

 

In accordance with SFAS No. 128, “Earnings Per Share,” basic and diluted earnings per share were calculated as follows:

 

    

March 26,

2005


   

March 27,

2004


     3 months

    6 months

    3 months

   6 months

     (unaudited)     (unaudited)

Net income (loss)

   $ (436,807 )   $ (319,073 )   $ 265,192    $ 356,035
    


 


 

  

Average shares outstanding - basic

     1,357,965       1,355,655       1,343,298      1,340,355

Dilutive effect of stock options

     —         —         218,033      289,801
    


 


 

  

Weighted average shares - diluted

     1,357,965       1,355,655       1,561,331      1,630,156
    


 


 

  

Basic income (loss) per share

   $ (0.32 )   $ (0.24 )   $ 0.20    $ 0.27

Diluted income (loss) per share

   $ (0.32 )   $ (0.24 )   $ 0.17    $ 0.22

 

Outstanding potentially dilutive stock options, which were not included in the earnings per share calculations, as their inclusion would have been anti-dilutive, were 567,545 for both the three and six month periods ended March 26, 2005 and were 225,099 for the three month period and 383,044 for the six month period ended March 27, 2004.

 

NOTE 5. Major Customers and Export Sales

 

During the quarter ended March 26, 2005, the Company had one customer that represented 72% of net sales as compared to the same period in fiscal 2004 where three customers represented 62% (28%, 21% and 13%) of net sales. During the six months ended March 26, 2005, the Company had three customers that represented 71% (25%, 23% and 23%, respectively) of net sales as compared to the same period in fiscal 2004 where three customers represented 66% (30%, 24% and 12%) of net sales.

 

A breakdown of foreign and domestic net sales is as follows:

 

    

March 26,

2005


  

March 27,

2004


     3 months

   6 months

   3 months

   6 months

     (unaudited)    (unaudited)

Domestic

   $ 76,142    $ 660,662    $ 549,646    $ 1,021,799

Foreign

     478,880      1,080,945      556,262      1,138,002
    

  

  

  

Total sales

   $ 555,022    $ 1,741,607    $ 1,105,908    $ 2,159,801
    

  

  

  

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

 

The Company sold products into 12 countries during the six months ended March 26, 2005 and 13 countries during the six months ended March 27, 2004. 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 26,

2005


   

March 27,

2004


 
     3 months

    6 months

    3 months

    6 months

 
     (unaudited)     (unaudited)  

Indonesia

   83.5 %   37.0 %   43.7 %   39.1 %

Morocco

   —       34.5 %   —       —    

Slovakia

   0.3 %   13.0 %   19.8 %   9.7 %

Egypt

   —       —       25.6 %   12.4 %

Colombia

   0.7 %   1.0 %   —       31.6 %

Other

   15.5 %   14.5 %   10.9 %   7.2 %

 

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

 

    

March 26,

2005


   

March 27,

2004


 
     3 months

    6 months

    3 months

    6 months

 
     (unaudited)     (unaudited)  

North America (excluding the U.S.)

   —       0.2 %   1.7 %   2.6 %

Central and South America

   2.6 %   1.8 %   8.3 %   32.0 %

Europe

   5.4 %   17.5 %   19.8 %   12.5 %

Mid-East and Africa

   8.5 %   43.1 %   26.5 %   13.7 %

Far East

   83.5 %   37.4 %   43.7 %   39.2 %

 

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Item 2. Management’s 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 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 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 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 Securities and Exchange Commission, including its Annual Report on Form 10-KSB for the fiscal year ended September 25, 2004, the Quarterly Report on Form 10-QSB for the quarter ended December 25, 2004 and this Quarterly Report on Form 10-QSB for the quarter ended March 26, 2005.

 

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 Company’s products consist primarily of voice, data and facsimile encryptors, and revenue is generated primarily from the sale of these products. The sales of these products 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 Estimates

 

There have been no material changes in our critical accounting policies or critical accounting estimates since September 25, 2004, 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 Footnote 1, “ Summary of Significant Accounting Policies” 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 25, 2004.

 

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Results of Operations

 

Quarter ended March 26, 2005 as compared to the Quarter ended March 27, 2004

 

Net Sales

 

Net sales for the quarter ended March 26, 2005 were $555,000, as compared to $1,106,000 for the quarter ended March 27, 2004, a 50% decrease. Sales for the second quarter of fiscal 2005 consisted of $76,000, or 14%, from domestic sources and $479,000, or 86%, from international customers as compared to the same period in fiscal 2004, during which sales consisted of $550,000, or 49.7%, from domestic sources and $556,000, or 49.3%, from international customers.

 

Foreign sales consisted of shipments to eight different countries during the quarter ended March 26, 2005 and seven different countries during the quarter ended March 27, 2004. 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 quarters:

 

     March 26,
2005


   March 27,
2004


Indonesia

   $ 400,000      238,000

Egypt

     —        140,000

Slovakia

     1,000      108,000

Other

     78,000      70,000
    

  

     $ 479,000    $ 556,000
    

  

 

Revenue for the second quarter of fiscal 2005 was primarily derived from the sale of our secure telephone, fax and data encryptors to an Indonesian customer amounting to $400,000. Additional revenue was derived from an amendment to our on-going efforts to provide engineering services to the U.S. government, which increased funding by approximately $600,000. Revenue recorded under this program during the second quarter amounted to $40,000.

 

This compares to the second quarter of the previous fiscal year where revenue was derived in part from our efforts to provide engineering services to the U.S. government. Revenue recorded under this program amounted to $308,000 for the quarter. Additional revenue for the quarter consisted of three foreign orders one sold into the Middle East amounting to $140,000, one sold into Eastern Europe amounting to $108,000 for our fax encryptors and an order to a Southeast Asian country for our secure telephone, fax and data encryptors amounting to $238,000.

 

Gross Profit

 

Gross profit for the second quarter of fiscal 2005 was $238,000 as compared to gross profit of $657,000 for the same period of fiscal 2004, a decrease of 64%. Gross profit expressed as a percentage of sales was 43% for the second quarter of fiscal 2005 as compared to 59% for the same period in fiscal 2004. The decrease in gross profit as a percentage of sales was primarily associated with the lower sales volume and an increase in manufacturing overhead variances.

 

Operating Costs and Expenses

 

Selling, General and Administrative

 

Selling, general and administrative expenses for the second quarter of fiscal 2005 were $386,000, as compared to $320,000 for the same quarter in fiscal 2004. This increase of 21% was attributable to an increase of $57,000 in general and administrative expenses and an increase of $10,000 in selling and marketing costs.

 

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The increase in general and administrative costs was primarily attributable to charges for consulting services performed during the second quarter of fiscal 2005 amounting to $11,000 related to the implementation of Section 404 of the Sarbanes-Oxley Act, an increase in professional fees of $28,000 and a $16,000 increase in personnel-related costs.

 

The increase in selling costs was primarily attributable to an increase in bid and proposal costs of $30,000 and an increase in third-party sales commissions and marketing contracts totaling $24,000. This increase was partially offset by a decrease in personnel-related costs of $29,000 and a decrease in product demonstration and travel costs of $5,000.

 

Research and Development

 

Product development costs for the quarter ended March 26, 2005 were $306,000, compared to $106,000 for the quarter ended March 27, 2004. This increase of 189% was attributable to a decrease in billable contract engineering and bid and proposal work during the second quarter of fiscal 2005, which increased product development costs by approximately $105,000. In addition, the Company had an increase in payroll and benefit-related costs of approximately $73,000 as a result of returning all employees to full-time status and the hiring of new personnel.

 

Engineering costs are charged to billable engineering services, bid and proposal efforts and 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. During the second quarter of fiscal 2005, engineering services work accounted for approximately $40,000 of revenue. This revenue was generated under a program with the U.S. government, which was amended in March 2005 to increase funding by approximately $600,000. The work under this program is expected to be completed in fiscal 2005.

 

Net Income

 

The Company’s net loss was $437,000 for the second quarter of fiscal 2005, as compared to net income of $265,000 for the same period of fiscal 2004. This 265% decrease in profitability is attributable to a 64% decrease in gross profit and a 63% increase in operating expenses. The uncertainty of the timing of customer orders can result in periods with significant losses such as this quarter. This uncertainty will continue to make future results difficult to predict. Receiving orders and contracts in a timely manner is essential to the Company’s 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 26, 2005, none of the Company’s 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.

 

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Six months ended March 26, 2005 as compared to the Six Months ended March 27, 2004

 

Net Sales

 

Net sales for the six months ended March 26, 2005 were $1,742,000, as compared to $2,160,000 for the six months ended March 27, 2004, a 19% decrease. Sales for the first six months of fiscal 2005 consisted of $661,000, or 38%, from domestic sources and $1,081,000, or 62%, from international customers as compared to the same period in fiscal 2004, during which sales consisted of $1,022,000, or 47%, from domestic sources and $1,138,000, or 53%, from international customers.

 

Foreign sales consisted of shipments to 12 different countries during the six months ended March 26, 2005 and 13 different countries during the six months ended March 27, 2004. 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 periods:

 

     March 26,
2005


   March 27,
2004


Indonesia

   $ 400,000      441,000

Morocco

     373,000      —  

Colombia

     10,000      357,000

Egypt

     —        140,000

Slovakia

     141,000      109,000

Other

     157,000      91,000
    

  

     $ 1,081,000    $ 1,138,000
    

  

 

Revenue for the first six months of fiscal 2005 was primarily derived from the sale of our secure telephone, fax and data encryptors to an Indonesian customer amounting to $400,000 and the sale of our narrowband radio encryptors for use by the Moroccan government amounting to $373,000. 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 2005 amounted to approximately $300,000. Additional revenue for the period was generated by domestic orders amounting to $128,000 for our narrowband radio encryptors and $142,000 for our high speed bulk encryptors.

 

This compares to the same period of the previous fiscal year where revenue was derived in part from our efforts to provide engineering services to the U.S. government. Revenue recorded under this program amounted to $637,000 for the six month period ended March 27, 2004. Additional revenue for the period consisted of a foreign order sold into the Middle East amounting to $140,000 for our fax encryptors and two orders to a Southeast Asian country for our secure telephone, fax and data encryptors totaling $441,000, a domestic order amounting to $132,000 and a foreign order sold into South America amounting to $293,000 for our narrowband radio encryptors.

 

Gross Profit

 

Gross profit for the first six months of fiscal 2005 was $1,051,000 as compared to gross profit of $1,158,000 for the same period of fiscal 2004, a decrease of 9%. Gross profit expressed as a percentage of sales was 60% for the first six months of fiscal 2005 as compared to 54% for the same period in fiscal 2004. The increase in gross profit as a percentage of sales was primarily associated with the lower sales volume of engineering services work.

 

Operating Costs and Expenses

 

Selling, General and Administrative

 

Selling, general and administrative expenses for the first six months of fiscal 2005 were $841,000, as compared to $684,000 for the same period in fiscal 2004. This increase of 23% was attributable to an increase of $175,000 in general and administrative expenses, offset by a decrease of $18,000 in selling and marketing costs.

 

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The increase in general and administrative costs was primarily attributable to charges for consulting services performed during the first six months of fiscal 2005 amounting to $70,000 related to the implementation of Section 404 of the Sarbanes-Oxley Act, an increase in professional fees of $69,000 and a $33,000 increase in personnel-related costs.

 

The decrease in selling costs was primarily attributable to a decrease in personnel-related costs and internal salesmen commissions of $28,000, a decrease in engineering sales support of $9,000 and a decrease in product demonstration and travel costs of $7,000. This decrease was partially offset by an increase in bid and proposal costs of $12,000 and an increase in third-party sales commissions and marketing contracts totaling $20,000.

 

Research and Development

 

Product development costs for the six months ended March 26, 2005 were $555,000, compared to $155,000 for the six months ended March 27, 2004. This increase of 258% was attributable to a decrease in billable contract engineering and bid and proposal work during the first six months of fiscal 2005, which increased product development costs by approximately $170,000. In addition, the Company had an increase in payroll and benefit-related costs of approximately $195,000 as a result of returning all employees to full-time status and the hiring of new personnel.

 

Engineering costs are charged to billable engineering services, bid and proposal efforts and 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. During the first six months of fiscal 2005, engineering services work accounted for approximately $300,000 of revenue. This revenue was generated under a program with the U.S. government, which was amended in March 2005 to increase funding by approximately $600,000. The work under this program is expected to be completed in fiscal 2005.

 

Net Income

 

The Company’s net loss was $319,000 for the first six months of fiscal 2005, as compared to net income of $356,000 for the same period of fiscal 2004. This 190% decrease in profitability is attributable to a 9% decrease in gross profit and a 67% increase in operating expenses. The uncertainty of the timing of customer orders can cause periods with significant losses such as the first six months of fiscal 2005. This uncertainty will continue to make future results difficult to predict. Receiving orders and contracts in a timely manner is essential to the Company’s 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 26, 2005, none of the Company’s 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.

 

Liquidity and Capital Resources

 

Cash and cash equivalents decreased by $447,000, or 20%, to $1,791,000 as of March 26, 2005, from a balance of $2,238,000 at September 25, 2004. This decrease was attributable in part to an increase in inventory and decreases in accounts payable and accrued expenses of $27,000 and $250,000, respectively. These decreases were partially offset by decreases in accounts receivable and other current assets primarily

 

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as a result of the decrease in revenues and customer performance guarantees that no longer required cash deposits as collateral in the amount of $65,000 and $100,000, respectively. Also contributing to the decrease in cash was a loss from operations of $346,000 for the six months ended March 26, 2005.

 

The engineering services order originally received in March 2003 and amended several times to a total $2.1 million was increased again during the second quarter to $2.7 million and generated approximately $40,000 of revenue during the second quarter of fiscal 2005. This contract is expected to be completed by the end of fiscal 2005. It is the Company’s intention to aggressively pursue new contracts of this nature, and anticipates receiving such contracts in the future.

 

A new order to upgrade the encryption algorithm for a government in the Middle East generated approximately $600,000 of revenue during the previous fiscal year. This program is expected to be completed in fiscal 2005 and is expected to generate an additional $400,000 of revenue.

 

Backlog at March 26, 2005 amounted to approximately $980,000. This amount consists, in part, of the remainder of the order to upgrade the encryption algorithm amounting to approximately $400,000 and the remainder of the amendment to the engineering services order of approximately $569,000, mentioned above. The backlog is expected to ship over the next 12 months depending on customer requirements and product availability.

 

In November 2004, the Company entered into a line of credit agreement with Fleet National Bank, a Bank of America company (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 Bank’s 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 has not yet borrowed against this line of credit. The Company believes this line of credit provides it with a source of liquidity available on favorable terms, if and when necessary for Company operations and development.

 

During the remainder of fiscal 2005, the Company expects to expand its investment in product development in secure applications for the voice wireless market and new network interfaces for our high speed bulk encryptors for selected military requirements. Upgrades and the evolution of the Company’s secure voice office products will also be continued. The Company believes that the current mix of employees and billable versus non-billable production efforts is sufficient to accomplish its near term goals.

 

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

 

Based on today’s 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 2005. Further, even though the Company experienced a substantial loss this quarter as compared to our profitability during the ten prior quarters, we are 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 on favorable terms, if at all.

 

Certain foreign customers require the Company to guarantee performance of products sold. These guarantees typically take the form of standby letters of credit. Guarantees 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 26, 2005, the Company had one outstanding standby letter of credit amounting to $100,000, expiring July 31, 2005. The standby letters of credit are secured by the Company’s line of credit facility with the Bank.

 

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The Company does not anticipate any significant capital expenditures during the remainder of fiscal 2005.

 

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 and controls and procedure: With the participation of management, 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) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this quarterly report. Based on that evaluation, the chief executive officer and chief financial officer have concluded that the Company’s current disclosure controls and procedures, as designed and implemented, are reasonably adequate to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and are operating in an effective manner.

 

Changes in internal controls : During the period covered by this quarterly report, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II. Other Information

 

Item 1. Legal Proceedings

 

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 7, 2005, the Company held its Annual Meeting of Stockholders at the Company’s corporate headquarters in Concord, Massachusetts. At that meeting, one director was elected to serve on the Board of Directors as a Class II director for a term of three years expiring at the 2008 Annual Meeting of Stockholders. Robert T. Lessard received 1,237,302 votes, and 50,180 votes were withheld. Mr. Lessard is joined by Carl H. Guild, Jr., Mitchell B. Briskin and Thomas E. Peoples on the Board of Directors of the Company. Also at the meeting, stockholders voted on other matters as follows:

 

  1. Amendment to the Articles of Organization of the Company (as amended and restated to date) to increase the number of authorized shares of Common Stock ($.10 par value) of the Company by 3,500,000 shares from 3,500,000 to 7,000,000 shares:

 

Votes for:

   1,199,196

Votes against:

   85,926

Abstentions:

   2,360

 

  2. Amendment to the Articles of Organization of the Company (as amended and restated to date) to authorize 1,000,000 shares of preferred stock ($.10 par value) with “blank check” authority vested in the Board of Directors with respect to such shares:

 

Votes for:

     155,772

Votes against:

   246,401

Abstentions:

   9,250

Broker non-votes:

   876,059

 

  3. Amendment to the Technical Communications Corporation 2001 Stock Option Plan to increase the number of shares of Common Stock authorized for issuance thereunder by 100,000 shares from 350,000 to 450,000 shares:

 

Votes for:

     178,003

Votes against:

   230,870

Abstentions:

   2,550

Broker non-votes:

   876,059

 

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  4. Ratification of the appointment of Vitale, Caturano & Company, Ltd. as auditors for the Company for the fiscal year ending September 24, 2005:

 

Votes for:

  1,277,227

Votes against:

  9,545

Abstentions:

  710

 

Item 5. Other Information

 

On May 5, 2005, the Board of Directors voted to adopt the Technical Communications Corporation 2005 Non-Statutory Stock Option Plan. The plan allows for up to 100,000 shares of common stock (subject to adjustment) for issuance upon exercise of non-statutory stock options to employees, directors and consultants of the Company, at its discretion. The plan is effective for a term of 10 years following its adoption, although it may be terminated by the Board as it deems advisable in accordance with its terms. The stated purpose of the plan is to promote the success and interests of the Company and its stockholders by permitting and encouraging employees, directors and consultants of the Company to obtain a proprietary interest in the Company or its subsidiaries through the grant of non-statutory options to purchase shares of the Company. Terms and conditions of options granted under the plan, including exercise price and term, will be as determined by the Board in accordance with the plan.

 

Item 6. Exhibits

 

10.1    Technical Communications Corporation 2005 Non-Statutory Stock Option Plan.
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.

 

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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 10, 2005


  By:  

/s/ Carl H. Guild, Jr.


Date       Carl H. Guild, Jr., President and Chief
        Executive Officer

May 10, 2005


  By:  

/s/ Michael P. Malone


Date       Michael P. Malone, Chief Financial Officer

 

Page 21

Exhibit 10.1

 

TECHNICAL COMMUNICATIONS CORPORATION

 

2005 NON-STATUTORY STOCK OPTION PLAN

 

1. Purpose of the Plan. The purpose of this Technical Communications Corporation 2005 Non-Statutory Stock Option Plan is to promote the success and interests of the Company and its stockholders by permitting and encouraging employees, directors and consultants of the Company to obtain a proprietary interest in the Company or its subsidiaries through the grant of non-statutory options to purchase shares of the Company. This Plan will enable the Company to attract, retain and motivate employees, directors and consultants whose services are critical to the success of the Company and align the interests of such individuals with those of the Company.

 

All Options granted under this Plan shall be Non-statutory Stock Options, or Options that do not qualify as Incentive Stock Options under Section 422 of the Code.

 

2. Definitions. As used herein, the following definitions shall apply:

 

(a) “ Board ” shall mean the Board of Directors of the Company.

 

(b) “ Code ” shall mean the Internal Revenue Code of 1986, as amended (or any successor thereto).

 

(c) “ Common Stock ” shall mean the Common Stock, $.10 par value, of the Company.

 

(d) “ Company ” shall mean Technical Communications Corporation, a Massachusetts corporation, and its successors.

 

(e) “ Committee ” shall mean a Committee appointed by the Board of Directors in accordance with Section 3(a) of this Plan.


(f) “ Consultant ” shall mean any person who is engaged by the Company or any Subsidiary to render consulting or advisory services other than as an Employee or Director.

 

(g) “ Continuous Status as an Employee, Consultant or Director ” shall mean the absence of any interruption or termination of service as an Employee, Consultant or Director. Continuous Status as an Employee, Consultant or Director shall not be considered interrupted in the case of sick leave, military leave, or any other leave of absence approved by the Board; provided that such leave is for a period of not more than 90 days or reemployment upon the expiration of such leave is guaranteed by contract or statute.

 

(h) “ Director ” shall mean any member of the Board of Directors of the Company or any director of a Subsidiary.

 

(i) “ Employee ” shall mean any person, including officers and Directors, employed by the Company or any Subsidiary of the Company. Neither service as a Director nor the payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

 

(j) “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and any successor statute.

 

(k) “ Incentive Stock Option ” shall mean an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

 

(l) “ Non-statutory Stock Option ” shall mean an Option not intended to qualify as an Incentive Stock Option.

 

(m) “ Option ” shall mean a stock option granted pursuant to this Plan.

 

(n) “ Option Agreement ” shall mean the written agreement between the Company and the Optionee setting forth the terms, conditions and restrictions of a Non-statutory Stock Option granted under the Plan.

 

(o) “ Optioned Stock ” shall mean the Common Stock subject to the Option.


(p) “ Optionee ” shall mean an Employee, Consultant or Director who receives an Option under the Plan.

 

(q) “ Plan ” shall mean this Technical Communications Corporation 2005 Non-Statutory Stock Option Plan, as the same shall be amended from time to time.

 

(r) “ Share ” shall mean a share of the Common Stock, as adjusted in accordance with Section 12 herein.

 

(s) “ Subsidiary ” shall mean a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

 

3. Administration of the Plan.

 

(a) Procedure . This Plan shall be administered by the Board of Directors of the Company or one or more Committees of the Board of Directors appointed and constituted in accordance with this Section 3 and with the powers and duties delegated to such Committee by the Board. All references in this Plan to the Board shall also include any such Committee appointed by the Board. From time to time, the Board may alter the size of any Committee and appoint additional members thereto, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies however caused, or remove all members of a Committee and thereafter directly administer the Plan. No member of the Board or a Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Options granted under the Plan. If a Committee is appointed by the Board, a majority of the members of the Committee shall constitute a quorum, and all determinations of the Committee under the Plan may be made at a meeting at which a quorum is present by the vote of a majority of the members of the Committee or by a writing in lieu of a meeting signed by all members of the Committee. Meetings may be held by telephone conference or similar communication equipment by means of which all persons participating can hear each other. At least two members of the Committee shall be “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act and “outside directors” within the meaning of Section 162(m) of the Code.

 

(b) Powers. Subject to the provisions of the Plan, the Board shall have the authority, in its discretion, to: (i) determine the Employees, Consultants or Directors to whom, and the time or times at which, Options shall be granted and the number of shares to be represented by each Option; (ii) determine the terms, conditions and restrictions applicable to each Option (which need not be identical) and any Shares acquired upon exercise thereof, including without limitation the exercise price, method of payment for Shares purchased upon exercise of such Option, terms of exercisability and


termination, and waive any condition or restriction with respect to any Option; (iii) determine the fair market value of a Share in accordance with Section 8(b) hereof; (iv) establish one or more forms of Option Agreement; (v) modify, amend or renew each Option and Option Agreement (if required, with the consent of the Optionee); (vi) accelerate, continue, extend or defer (if required, with the consent of the Optionee) the exercisability or vesting of any Option or Shares acquired upon exercise thereof, consistent with the provisions the Plan; (vii) authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option previously granted by the Board; (viii) interpret the Plan; (ix) establish, amend and rescind rules and regulations relating to the Plan; and (x) make all other determinations deemed necessary or advisable for the administration of the Plan.

 

(c) Effect of Board’s Decision. All decisions, determinations and interpretations of the Board shall be final and binding on all Optionees and any other holders of any Options granted under the Plan.

 

4. Stock Subject to the Plan.

 

(a) Subject to the provisions of Section 12 of this Plan, the maximum aggregate number of shares of Common Stock for which Options may be granted under the Plan is 100,000 shares of Common Stock. The Shares may be authorized but unissued Common Stock or issued and reacquired Common Stock held in treasury.

 

(b) If an Option should expire, terminate or become unexercisable for any reason without having been exercised in full, the unpurchased Shares that were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. In addition, any Shares that are retained by the Company upon exercise of an Option in order to satisfy the exercise price for such Option, or any withholding taxes due with respect to such exercise, shall be treated as not issued and shall continue to be available under the Plan.

 

(c) Notwithstanding any other provision of the Plan, shares issued under the Plan upon exercise of Options and later repurchased by the Company shall not become available for future grant or sale under the Plan.


5. Eligibility

 

(a) Non-statutory Stock Options may be granted to Employees, Consultants, or Directors as the Board may determine in its discretion. An Employee, Consultant or Director who has been granted an Option may, if he or she is otherwise eligible, be granted an additional Option or Options; provided that the grant of an Option in one year or at any particular time shall not require a grant of an Option in any other year or at any other time and, provided , further , that that in no event shall any Employee, Consultant or Director receive Options hereunder in any one year to purchase more than 50,000 shares of Common Stock under the Plan. The Board may consider such factors it deems relevant in selecting Employees, Consultants and Directors to receive Options, the number of Shares subject to such Options, and the terms, provisions and restrictions with respect thereto.

 

(b) Neither the Plan nor any Option granted hereunder shall confer upon any Optionee any right with respect to continuation of employment, consulting or advisory relationship or directorship with the Company, nor shall it interfere in any way with his or her right or the Company’s right to terminate his or her employment, consulting or advisory relationship or directorship at any time.

 

6. Term of Plan. The Plan shall be effective upon its adoption by the Board, and shall continue in effect for a term of ten years from the date of such adoption unless earlier terminated by the Board under Section 14 below.

 

7. Term of Options. The term of each Option shall be determined by the Board and set forth in the Option Agreement; provided that no Option granted hereunder shall have a term greater than, or be exercisable after, ten years from the date of grant thereof.

 

8. Exercise Price and Consideration.

 

(a) Exercise Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option hereunder shall be such price as is determined by the Board on the date of grant.

 

(b) Fair Market Value. The fair market value of a share of Common Stock means, as of any given date, the closing sales price of a share of Common Stock on such date on the principal national securities exchange on which the Common Stock is then traded or, if the Common Stock is not then traded on a national securities exchange, the closing sales price (or, if none, the average of the bid and asked prices) of the Common Stock on such date as reported on the National Association of Securities


Dealers Automated Quotation System (“Nasdaq”); provided , however , that if there are no sales reported on such date, fair market value shall be computed as of the last trading date preceding such date on which a sale was reported; provided , further , that if any such exchange or quotation system is closed on the date of determination, fair market value shall be determined as of the first day immediately preceding such date on which such exchange or quotation system was open for trading. If the Common Stock is not admitted to trade on a securities exchange or quoted on Nasdaq, the fair market value shall be as determined in good faith by the Board.

 

(c) Form of Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Board and may consist entirely of cash, check, other Shares of Common Stock having a fair market value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised (which other Shares, in certain situations, shall have been held for at least six months), or any combination of such methods of payment, or such other consideration and method of payment for the issuance of Shares to the extent permitted under Chapter 156D of the Massachusetts Corporation Law and applicable securities laws. In making its determination as to the type of consideration to accept, the Board shall consider if acceptance of such consideration may be reasonably expected to benefit the Company. If the Company is then allowing the exercise of Options pursuant to a same-day sale / cashless exercise program, the consideration received by the Company from a broker pursuant to such program ( provided that such program shall not involve the Company’s extending or arranging for the extension of credit to an Optionee) may also be acceptable consideration hereunder.

 

9. Procedure for Exercise of Option; Rights as a Shareholder.

 

(a) Any Option granted hereunder shall be exercisable at such time or times and upon such conditions as determined by the Board, and the Option Agreement with respect to any Option may contain such performance targets, waiting periods, exercise dates, and restrictions on exercise and transfer with respect to the Company, the Optionee and/or the underlying Shares as may be determined by the Board and as shall be permissible under the terms of the Plan; provided , however , an Option may not be exercised for a fraction of a Share.

 

(b) An Option shall be deemed to be exercised when notice of such exercise in the form required by the Option Agreement has been given to the Company in accordance with the terms of the Option Agreement by the person entitled to exercise the Option, full payment for the Shares with respect to which the Option is exercised has been received by the Company, and all conditions to exercise have been satisfied or waived. As authorized by the Board, full payment may consist of any consideration and method of payment allowable under Section 8(c) of this Plan. Until the issuance (as


evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate or certificates representing such Shares, no right to vote or receive dividends or any other right of a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate as soon as reasonably practicable following exercise of the Option. No adjustment shall be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 12 of this Plan.

 

(c) Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of this Plan and for purchase under the Option, by the number of Shares as to which the Option is exercised.


10. Certain Events Affecting Exercisability of Options.

 

(a) Termination of Continuous Status as an Employee, Consultant or Director. In the event of termination of an Optionee’s Continuous Status as an Employee, Consultant or Director, other than by disability or death, such Optionee may, but only within 30 days (or such other period of time as is determined by the Board, with such determination being made at the time of grant of the Option) after such event of termination of an Optionee’s Continuous Status as an Employee, Consultant or Director, but in no event later than the date of expiration of the term of such Option as set forth in the Option Agreement, exercise the Option to the extent that the Optionee was entitled to exercise it at the date of such termination. To the extent that the Optionee was not entitled to exercise the Option at the date of such termination, or if the Optionee does not exercise such Option (which the Optionee was entitled to exercise) within the time specified herein, the Option shall terminate. Notwithstanding anything herein to the contrary, in the event of termination of an Optionee’s Continuous Status as an Employee, Consultant or Director for “cause,” then his or her rights under any then-outstanding Option shall immediately terminate at the time of such termination. Termination for cause shall include but not be limited to the Optionee’s (i) commission of an act of fraud, embezzlement, misappropriation or theft or a felony, (ii) gross negligence, willful misconduct, insubordination or habitual neglect of duty in carrying out his or her duties as a Employee, Consultant or Director; (iii) non-compliance with any policy of the Company or the Company’s Code of Business Conduct and Ethics and failure to cure such noncompliance within 15 days of notice thereof from the Company, or (iv) breach of any material term of any agreement, contract or other arrangement between the Optionee and the Company regarding Optionee’s employment by or engagement with the Company, or breach of any duty owed by Optionee to the Company and/or its stockholders, in each case as determined by the Board. In addition to and not in lieu of the foregoing, if the Board reasonably believes that an Optionee has engaged in any of the activities described in clauses (i) – (iv) of this Section 10(a), the Board may suspend the Optionee’s right to exercise any Option pending a determination by the Board.

 

(b) Disability of Optionee. In the event of termination of an Optionee’s Continuous Status as an Employee, Consultant or Director as a result of such Optionee’s total and permanent disability (as defined in Section 22(e)(3) of the Code), the Optionee may, but only within six months (or such other period of time not exceeding 12 months as is determined by the Board, with such determination being made at the time of grant of the Option) from the date of termination, but in no event later than the date of expiration of the term of such Option as set forth in the Option Agreement, exercise the Option to the extent the Optionee was entitled to exercise it at the date of such termination. To the extent that the Optionee was not entitled to exercise the Option at the date of termination, or if the Optionee does not exercise such Option (which the Optionee was entitled to exercise) within the time of specified herein, the Option shall terminate.


(c) Death of Optionee. In the event of the death of an Optionee (i) who is at the time of his or her death an Employee, Consultant or Director of the Company and who shall have been in Continuous Status as an Employee, Consultant or Director since the date of grant of the Option, or (ii) which occurs within 30 days after the termination of such Optionee’s Continuous Status as an Employee, Consultant or Director, the Option may be exercised at any time within 12 months following the date of death (but in no event later than the date of expiration of the term of such Option as set forth in the Option Agreement), by the Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that would have accrued had the Optionee continued living and remained in Continuous Status as an Employee, Consultant or Director 12 months after the date of death.

 

(d) Expiration of Unvested Options Upon Termination of Employment . Subject to Sections 10(a), (b) and (c) above, to the extent all or any part of an Option granted to an Employee, Consultant or Director was not exercisable as of the date of termination of an Optionee’s Continuous Status as an Employee, Consultant or Director, such right shall expire as of such date of termination.

 

11. Non-Transferability of Options. An Option may not be sold, pledged, assigned hypothecated, transferred, or disposed of in any manner other than by will, by the laws of descent and distribution or pursuant to a qualified domestic relations order.

 

12. Adjustments Upon Changes in Capitalization or Merger.

 

(a) Subject to any required action by the shareholders of the Company, the number of shares of Common Stock covered by each outstanding Option, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per share of Common Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided , however , that conversion of any convertible securities of the Company shall not be deemed to have been “effected” without receipt of consideration. Such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option.


(b) In the event of the proposed dissolution or liquidation of the Company, each outstanding Option will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances, declare that any Option shall terminate as of a date fixed by the Board and give each Optionee the right to exercise his or her Option as to all or any part of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation where the Company is not the surviving corporation, the Option shall be assumed or an equivalent option or award shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation. In the event that such successor corporation refuses to assume the Option or to substitute an equivalent option or award, the Board may, in lieu of such assumption or substitution, accelerate the vesting and exercisability in full of outstanding Options and provide for the Optionee to have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable. If the Board makes an Option fully exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Board shall notify the Optionee that the Option shall be fully exercisable for a period of at least 14 days from the date of such notice, and the Option will terminate upon the expiration of such period.

 

13. Time of Granting Options. The date of grant of an Option shall, for all purposes, be the date on which the Board makes the determination granting such Option. Notice of the determination shall be given to each Employee, Consultant or Director to whom an Option is so granted within a reasonable time after the date of such grant.

 

14. Amendment and Termination. The Board may amend or terminate the Plan from time to time in such respects as the Board may deem advisable; provided that no such amendment or termination of the Plan shall affect or impair the rights of an Optionee under Options granted prior to the date of such amendment or termination without the consent of the Optionee, except that the Plan may be amended in a manner that does not affect Options granted prior to the date of amendment or termination if such amendment is necessary to retain the benefits of Rule 16b-3 or Section 162(m) of the Code or to otherwise comply with applicable law, or such amendment does not adversely affect the rights of the Optionee; provided , further , that the Board shall not amend the Plan in any manner that requires stockholder, regulatory or other approval(s) under applicable law, rule or regulation without obtaining such approval(s).

 

15. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of applicable law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, the so-called state “blue


sky” or securities laws, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

 

As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investments and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law.

 

16. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

 

17. Option Agreement; Modifications to Options. Options shall be evidenced by Option Agreements in such form or forms as the Board shall approve, which form or forms may incorporate all or any terms of the Plan by reference as determined by the Board. The Option Agreement for each Non-statutory Stock Option granted hereunder shall provide that such Option will not be treated as an Incentive Stock Option. In the event of a conflict between any Option Agreement and the Plan, the Plan shall control, and in no event shall the Board have the power to grant an Option or execute an Option Agreement that is contrary to the provisions of this Plan. Except as provided in the Option Agreement or as permitted by the Plan, no Option granted under the Plan may be modified after the date of grant of such Option unless agreed by the Optionee, which agreement must be in writing and signed by the Optionee and the Company.

 

18. Governing Law . The Plan and all determinations made and actions taken pursuant to the Plan shall be governed by the laws of the Commonwealth of Massachusetts and shall be construed in accordance therewith, without regard to such jurisdiction’s conflict of laws principles.

 

19. Taxes . The Company shall be entitled, if the Board deems it necessary or desirable, to withhold (or secure payment from the Optionee in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any Common Stock issuable under such Optionee’s Option, and the Company may defer issuance of Common Stock upon the grant or exercise of an Option unless indemnified to its satisfaction against any liability for any such tax. The amount of such withholding or tax payment shall be determined by the Board or its


delegate and shall be payable by the Optionee at such time or times as the Board determines. An Optionee shall be permitted to satisfy his or her tax or withholding obligation by (a) having cash withheld from the Optionee’s salary or other compensation payable by the Company or a Subsidiary, (b) the payment of cash by the Optionee to the Company, (c) the payment in shares of Common Stock already owned by the Optionee valued at fair market value, and/or (d) the withholding from the Option, at the appropriate time, of a number of shares of Common Stock sufficient, based upon the fair market value of such Common Stock, to satisfy such tax or withholding requirements. The Board shall be authorized, in its sole and absolute discretion, to establish rules and procedures relating to any such withholding methods it deems necessary or appropriate (including, without limitation, rules and procedures relating to elections by Optionees who are subject to the provisions of Section 16 of the Exchange Act to have shares of Common Stock withheld from an award to meet those withholding obligations).

 

20. Compliance with Rule 16b-3 and Section 162(m ). It is intended that the Plan be applied and administered in compliance with Rule 16b-3 promulgated under Section 16 of the Exchange Act and with Section 162(m) of the Code. If any provision of the Plan would be in violation of Section 162(m) if applied as written, such provision shall not have effect as written and shall be given effect so as to comply with Section 162(m) as determined by the Board in its discretion. The Board is authorized to amend the Plan and to make any such modifications to Option Agreements to comply with Rule 16b-3 and Section 162(m), as they may be amended from time to time, and to make any other such amendments or modifications deemed necessary or appropriate to better accomplish the purposes of the Plan in light of any amendments made to Rule 16b-3 and Section 162(m). Notwithstanding the foregoing, the Board may amend the Plan so that it (or certain of its provisions) no longer comply with either or both of Rule 16b-3 or Section 162(m) if the Board specifically determines that such compliance is no longer desired and the Board may grant Options that do not comply with Rule 16b-3 and/or Section 162(m) if the Committee determines, in its sole and absolute discretion, that it is in the interest of the Company to do so.

Exhibit 31.1

 

CERTIFICATION

 

I, Carl H. Guild, Jr., certify that:

 

(1) I have reviewed this quarterly report on Form 10-QSB of Technical Communications Corporation;

 

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

 

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

 

(4) The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

 

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

 

  b. evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

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

 

(5) The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

 

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

 

  b. any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

 

/s/ Carl H. Guild, Jr.


Carl H. Guild, Jr.
President and Chief Executive Officer
Dated: May 10, 2005

Exhibit 31.2

 

CERTIFICATION

 

I, Michael P. Malone, certify that:

 

(1) I have reviewed this quarterly report on Form 10-QSB of Technical Communications Corporation;

 

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

 

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

 

(4) The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

 

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

 

  b. evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

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

 

(6) The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

 

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

 

  b. any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

 

/s/ Michael P. Malone


Michael P. Malone

Treasurer and Chief Financial Officer

Dated: May 10, 2005

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. § 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned President and Chief Executive Officer and Chief Financial Officer of the Company certifies that, to his knowledge:

 

  1) the Company’s Quarterly Report on Form 10-QSB for the quarter ended March 26, 2005 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

  2) the information contained in the Company’s Quarterly Report on Form 10-QSB for the quarter ended March 26, 2005 fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Carl H. Guild, Jr.


 

/s/ Michael P. Malone


Carl H. Guild, Jr.   Michael P. Malone
President & Chief Executive Officer   Treasurer and Chief Financial Officer
Date: May 10, 2005   Date: May 10, 2005