10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

X	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended March 30, 2019
	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from ________________ to ________________

Commission File Number: 001-34816

TECHNICAL COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts	04-2295040
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)
100 Domino Drive, Concord, MA	01742-2892
(Address of principal executive offices)	(Zip Code)

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

N/A

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ___   No   X  

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. 1,850,403 shares of Common Stock, $0.10 par value, outstanding as of May 31, 2019.

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	TCCO	NASDAQ Capital Market

INDEX

		Page
PART I	Financial Information
Item 1.	Financial Statements:
	Consolidated Balance Sheets as of March 30, 2019 (unaudited) and September 29, 2018	1
	Consolidated Statements of Operations for the Three Months ended March 30, 2019 and March 31, 2018 (unaudited)	2
	Consolidated Statements of Operations for the Six Months ended March 30, 2019 and March 31, 2018 (unaudited)	3
	Consolidated Statements of Cash Flows for the Six Months ended March 30, 2019 and March 31, 2018 (unaudited)	4
	Consolidated Statements of Changes in Stockholders' Equity Three and Six Months ended March 30, 2019 and March 31, 2018 (unaudited)	5
	Notes to Unaudited Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
PART II	Other Information
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	25
	Signatures	26

TECHNICAL COMMUNICATIONS CORPORATION AND SUBSIDIARY

Consolidated Balance Sheets

	March 30, 2019			September 29, 2018
Assets	(Unaudited)
Current Assets:
Cash and cash equivalents	$	1,765,352		$	1,982,434
Accounts receivable - trade		284,801			559,493
Inventories, net		1,042,580			1,368,696
Other current assets		136,721			142,279
Total current assets		3,229,454			4,052,902
Equipment and leasehold improvements		4,578,501			4,578,501
Less:accumulated depreciation and amortization		(4,545,073	)		(4,529,298	)
Equipment and leasehold improvements, net		33,428			49,203
Total Assets	$	3,262,882		$	4,102,105
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	248,333		$	187,958
Deferred revenue		1,248,659			2,106,514
Accrued liabilities:
Accrued compensation and related expenses		251,972			220,544
Customer deposits		655			35,628
Other current liabilities		37,607			18,405
Total current liabilities		1,787,225			2,569,049
Commitments and contingencies
Stockholders’ Equity:
Common stock, par value $0.10 per share; 7,000,000 shares authorized; 1,850,403 shares issued and outstanding at March 30, 2019 and September 29, 2018		185,041			185,041
Additional paid-in capital		4,151,955			4,134,371
Accumulated deficit		(2,861,339	)		(2,786,356	)
Total stockholders’ equity		1,475,657			1,533,056
Total Liabilities and Stockholders’ Equity	$	3,262,882		$	4,102,105

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

Page 1

TECHNICAL COMMUNICATIONS CORPORATION AND SUBSIDIARY

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended
	March 30, 2019		March 31, 2018
Net revenue
Engineering services	$	877,080	$	774,354
Equipment sales		1,051,388		29,612
Total net revenue		1,928,468		803,966
Cost of revenue
Engineering services		703,500		484,856
Equipment sales		425,736		76,029
Total cost of revenue		1,129,236		560,885
Gross profit		799,232		243,081
Operating expenses:
Selling, general and administrative		595,271		530,981
Product development		36,326		152,727
Total operating expenses		631,597		683,708
Operating income (loss)		167,635		(440,627	)
Other income:
Interest income		4,972		1,701
Net income (loss)	$	172,607	$	(438,926	)
Net income (loss) per common share:
Basic	$	0.09	$	(0.24	)
Diluted	$	0.09	$	(0.24	)
Weighted average shares:
Basic		1,850,403		1,848,215
Diluted		1,850,403		1,848,215

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

Page 2

TECHNICAL COMMUNICATIONS CORPORATION AND SUBSIDIARY

Consolidated Statements of Operations

(Unaudited)

	Six Months Ended
	March 30, 2019			March 31, 2018
Net revenue
Engineering services	$	1,867,519		$	1,394,290
Equipment sales		1,173,294			246,205
Total net revenue		3,040,813			1,640,495
Cost of revenue
Engineering services		1,331,500			851,356
Equipment sales		510,657			254,387
Total cost of revenue		1,842,157			1,105,743
Gross profit		1,198,656			534,752
Operating expenses:
Selling, general and administrative		1,139,932			990,955
Product development		143,694			318,236
Total operating expenses		1,283,626			1,309,191
Operating loss		(84,970	)		(774,439	)
Other income:
Interest income		9,986			3,483
Net loss	$	(74,984	)	$	(770,956	)
Net loss per common share:
Basic	$	(0.04	)	$	(0.42	)
Diluted	$	(0.04	)	$	(0.42	)
Weighted average shares:
Basic		1,850,403			1,844,046
Diluted		1,850,403			1,844,046

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

Page 3

TECHNICAL COMMUNICATIONS CORPORATION AND SUBSIDIARY

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended
	March 30, 2019			March 31, 2018
Operating Activities:
Net loss	$	(74,984	)	$	(770,956	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		15,775			28,582
Stock-based compensation		17,584			10,380
Amortization of premium on held to maturity securities		-			7,770
Payment of tax on exercise of stock options		-			(33,870	)
Changes in certain operating assets and liabilities:
Accounts receivable		274,692			414,078
Inventories		326,116			(116,361	)
Other current assets		5,558			(3,960	)
Customer deposits		(34,973	)		(4,780	)
Deferred revenue		(857,855	)		405,710
Accounts payable and other accrued liabilities		111,005			(4,382	)
Net cash used in operating activities		(217,082	)		(67,789	)
Investing Activities:
Additions to equipment and leasehold improvements		-			(38,179	)
Proceeds from maturities of marketable securities		-			250,000
Net cash provided by investing activities		-			211,821
Net (decrease) increase in cash, cash equivalents and restricted cash		(217,082	)		144,032
Cash, cash equivalents and restricted cash at beginning of the period		1,982,434			1,296,603
Cash, cash equivalents and restricted cash at end of the period	$	1,765,352		$	1,440,635
Non-cash financing activities:
Exercise of stock options – cashless	$	-		$	915

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

Page 4

TECHNICAL COMMUNICATIONS CORPORATION AND SUBSIDIARY

Consolidated Statements of Changes in Stockholders' Equity

(Unaudited)

	Three Months Ended						Six Months Ended
	March 30, 2019			March 31, 2018			March 30, 2019			March 31, 2018
Shares of common stock:
Beginning balance		1,850,403			1,839,877			1,850,403			1,839,877
Cashless exercise of stock options		-			9,148			-			9,148
Ending balance		1,850,403			1,849,025			1,850,403			1,849,025
Common stock at par value:
Beginning balance	$	185,041		$	183,988		$	185,041		$	183,988
Cashless exercise of stock options		-			915			-			915
Ending balance	$	185,041		$	184,903		$	185,041		$	184,903
Additional paid-in capital:
Beginning balance	$	4,143,171		$	4,143,179		$	4,134,371		$	4,139,002
Exercise of stock options					(915	)					(915)
Cashless exercise of stock options to pay taxes		-			(33,870	)		-			(33,870	)
Stock-based compensation		8,784			6,203			17,584			10,380
Ending balance	$	4,151,955		$	4,114,597		$	4,151,955		$	4,114,597
Accumulated deficit:
Beginning balance	$	(3,033,946	)	$	(1,638,787	)	$	(2,786,356	)	$	(1,306,757	)
Net income (loss)		172,607			(438,926	)		(74,984	)		(770,956	)
Ending balance	$	(2,861,339	)	$	(2,077,713	)	$	(2,861,339	)	$	(2,077,713	)
Total stockholders’ equity	$	1,475,657		$	2,705,908		$	1,475,657		$	2,705,908

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

Page 5

TECHNICAL COMMUNICATIONS CORPORATION AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. Description of the Business and Basis of Presentation

Company Operations

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

Interim Financial Statements

The accompanying unaudited consolidated financial statements of Technical Communications Corporation and its wholly-owned subsidiary (collectively the “Company” or “TCC”) include all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the periods presented and in order to make the financial statements not misleading. All such adjustments are of a normal recurring nature. Interim results are not necessarily indicative of the results to be expected for the fiscal year ending September 28, 2019.

The September 29, 2018 consolidated balance sheet contained herein was derived from the Company’s September 29, 2018 audited consolidated balance sheet as contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 29, 2018 as filed with the SEC. Certain footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as allowed by Securities and Exchange Commission (“SEC”) rules and regulations. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and the notes thereto for the fiscal year ended September 29, 2018 Form 10-K filed June 21, 2019.

The Company restated its consolidated financial statements as of and for the three and six month periods ended March 31, 2018 as set forth in its Quarterly Report on Form 10-Q/A as filed with the SEC on June 21, 2019; the consolidated financial statements for the three and six month periods ended March 31, 2018 included in this Quarterly Report on Form 10-Q reflect such restatements.

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

Liquidity and Ability to Continue as a Going Concern

The Company has suffered recurring losses from operations and had an accumulated deficit of $2,861,000 at March 30, 2019. These factors raise substantial doubt about the Company's ability to continue as a going concern within one year from the issuance date of the unaudited consolidated financial statements included in this Quarterly Report. The unaudited consolidated financial statements do not include any adjustments to reflect the substantial doubt about the Company’s ability to continue as a going concern.

The Company anticipates that its principal sources of liquidity will only be sufficient to fund activities to January 2020. In order to have sufficient cash to fund operations beyond that point, the Company will need to secure new customer contracts, raise additional equity or debt capital or reduce expenses, including payroll and payroll-related expenses.

Page 6

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

In order to have sufficient capital resources to fund operations, the Company has been working diligently to secure several large orders with new and existing customers. In addition, the Company is also pursuing raising capital through equity or debt arrangements. Although the Company believes its ability to secure such new business or raise new capital is likely, the Company cannot provide assurances it will be able to do so.

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

Reporting Period

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

Basis of Presentation

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

The discussion and analysis of the Company’s financial condition and results of operations are based on the unaudited consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these unaudited consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods.

On an ongoing basis, management evaluates its estimates and judgments, including but not limited to those related to revenue recognition, inventory reserves, receivable reserves, marketable securities, impairment of long-lived assets, income taxes, fair value of financial instruments and stock-based compensation. Management bases its estimates on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from these estimates under different assumptions or conditions.

NOTE 2. Summary of Significant Accounting Policies and Significant Judgments and Estimates

The accounting policies that management believes are most critical to aid in fully understanding and evaluating the reported financial results include the following:

Accounting Standards Recently Adopted - Revenue

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which superseded nearly all then-existing revenue recognition guidance. Subsequent to the issuance of Topic 606, the FASB clarified the guidance through several Accounting Standard Updates; the collection of such revenue guidance is referred to herein as “ASC 606”. The core principle of ASC 606 is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

Page 7

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

On September 30, 2018, the Company adopted ASC 606 using the modified retrospective method for all contracts. Results for reporting periods beginning September 30, 2018 are presented under ASC 606, while prior period amounts were not adjusted and continue to be reported in accordance with the Company’s historic accounting under Topic 605, Revenue Recognition.

The adoption of ASC 606 did not have a significant impact on the Company’s unaudited consolidated financial statements as of and for the three and six month periods ended March 30, 2019 and, as a result, comparisons of revenues and operating profit performance between periods are not affected by the adoption of this ASU. The adoption of ASC 606 did not change judgements or affect the determination of the amounts and timing of revenue, the timing of satisfaction of performance obligations, the transaction price or the amounts allocated to performance obligations. Refer to Note 3 for additional disclosures required by ASC 606.

The Company’s products consist of communications security solutions for critical voice, data and video networks for military, government and corporate/industrial applications. The Company derives revenue primarily from the sale of secure communications equipment and the provision of long-term engineering services. The Company’s typical contracts with customers do not contain variable consideration.

Revenue for long-term contracts of engineering services is generally recognized based upon the cost-to-cost measure of progress, provided that the Company meets the criteria associated with transferring control of the service over time. The Company transfers control of the service over time as the customer simultaneously receives and consumes the benefits provided by the Company’s performance. Long-term contracts for engineering services are fixed price contracts, which provide for monthly fixed payments. The transaction price is allocated based on the monthly costs incurred as compared to the total costs expected to be incurred. Revenue is recognized based on this allocation of the transaction price. We recognize revenue over time by measuring the progress toward complete satisfaction of the specific performance obligation using an input method that measures the costs incurred to date compared to the total costs expected to be incurred over the life of the contract. Management believes this method best depicts the Company’s performance in the transfer of services because it represents the level of efforts expended in providing those services and appropriately reflects the value to the customer.

Equipment sales revenue is recognized when control of the promised products is transferred to the Company’s customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those products or services (the transaction price). For product sales, control transfers to the customer at a point in time. To indicate the transfer of control, the Company must have a present right to payment, legal title must have passed to the customer, the customer must have the significant risks and rewards of ownership and, where acceptance is not a formality, the customer must have accepted the product. The Company typically establishes pricing for products principally based on its established price book and/or quoted prices. The Company’s principal terms of sale are free on board (“FOB”) shipping point (Company facilities), or equivalent, and, as such, the Company primarily transfers control and records revenue for product sales upon shipment. Sales arrangements with delivery terms that are not FOB shipping point (Company facilities) are not recognized upon shipment and the transfer of control for revenue recognition is evaluated based on the associated shipping terms and customer obligations. If a performance obligation to the customer with respect to a sales transaction remains to be fulfilled following shipment (typically, installation or acceptance by the customer), revenue recognition for that performance obligation is deferred until such commitments have been fulfilled. Returns for products sold are estimated and recorded as a reduction of revenue at the time of sale. Product returns are estimated based on historical experience and known trends. Revenue for extended warranty, service and post-contract support is recognized based upon the period of time elapsed under the arrangement.

Page 8

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

Costs to Obtain and Fulfill a Contract

The guidance in FASB ASC 340-40, Other Assets and Deferred Costs – Contracts with Customers provides additional capitalization, amortization and impairment requirements for certain costs associated with obtaining or fulfilling contracts subject to ASC 606. The Company’s costs incurred to fulfill contracts have been immaterial to date.

Inventories

The Company values its inventory at the lower of cost (based on the first-in, first-out method) to purchase and/or manufacture and net realizable value (based on the estimated selling prices, less reasonably predictable costs of completion, disposal, and transportation) of the inventory. The Company periodically reviews inventory quantities on hand and records a provision for excess and/or obsolete inventory based primarily on estimated forecast of product demand, as well as historical usage. The Company evaluates the carrying value of inventory on a quarterly basis to determine whether the carrying value is in excess of net realizable value. To the extent that net realizable value is less than the associated carrying values, inventory carrying values are written down. In addition, the Company makes judgments as to future demand requirements and compares those with the current or committed inventory levels. Reserves are established for inventory levels that exceed expected future demand. It is possible that additional reserves above those already established may be required in the future if market conditions for the Company’s products should deteriorate.

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 no allowance is currently needed, if the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required, which would reduce net income. In addition, if the Company becomes aware of a customer’s inability to meet its financial obligations, a specific write-off is recorded in that amount.

Accounting for Income Taxes

The preparation of the unaudited consolidated financial statements requires management to estimate income taxes in each of the jurisdictions in which the Company operates, including those outside the United States, which may subject the Company to certain risks that ordinarily would not be expected in the United States. The income tax accounting process involves estimating actual current exposure together with assessing temporary differences resulting from differing treatments of items, such as inventory obsolescence and stock-based compensation, for tax and accounting purposes. These differences result in the recognition of deferred tax assets and liabilities. The Company must then record a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized.

Significant management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets. At March 30, 2019 and September 29, 2018, the Company recorded a full valuation allowance against net deferred tax assets of approximately $4.0 million due to uncertainties related to the Company’s ability to realize these assets. The valuation allowance is based on estimates of taxable income by jurisdiction and the period over which deferred tax assets will be recoverable. In the event that actual results differ from these estimates or the Company adjusts these estimates in future periods, the Company may need to adjust the valuation allowance, which could materially impact the Company’s financial position and results of operations.

Page 9

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

The Company follows FASB ASC 740-10, Income Taxes, relative to uncertain tax positions. This standard provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Uncertain tax positions must meet a recognition threshold of more-likely-than-not in order for those tax positions to be recognized in the financial statements.

Due to the nature of the Company’s current operations in foreign countries (selling products into these countries with the assistance of local representatives), the Company has not been subject to any foreign taxes in recent years, and it is not anticipated that it will be subject to foreign taxes in the near future.

Fair Value Measurements

In determining fair value measurements, the Company follows the provisions of FASB ASC 820, Fair Value Measurements and Disclosures. FASB ASC 820 defines fair value, establishes a framework for measuring fair value under GAAP and enhances disclosures about fair value measurements. The topic provides a consistent definition of fair value that focuses on an exit price, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The topic also prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. At March 30, 2019 and September 29, 2018, the carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued liabilities approximate fair value because of their short-term nature.

The three-level hierarchy is as follows:

Level 1 -   Pricing inputs are quoted prices available in active markets for identical assets or liabilities as of the measurement date.

Level 2 -   Pricing inputs are quoted prices for similar assets or liabilities, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data.

Level 3 -   Pricing inputs are unobservable for the assets or liabilities, that is, inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.  The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.

The Company’s available for sale securities consist of mutual funds held in money market funds in a brokerage account, which are classified as cash equivalents and measured at fair value. The Company historically also has had held to maturity securities, comprised of investments in municipal bonds and carried at amortized cost, although TCC did not hold any such held to maturity securities at March 30, 2019 or September 29, 2018.

The Company assesses the levels of the investments at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer in accordance with the Company’s accounting policy regarding the recognition of transfers between levels of the fair value hierarchy. During the six month period ended March 30, 2019 and the fiscal year ended September 29, 2018, there were no transfers between levels.

Page 10

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

The following table sets forth by level, within the fair value hierarchy, the assets measured at fair value on a recurring basis as of March 30, 2019 and September 29, 2018, in accordance with the fair value hierarchy as defined above. As of March 30, 2019 and September 29, 2018, the Company did not hold any assets classified as Level 2 or Level 3.

	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)
March 30, 2019
Cash Equivalents
Mutual funds:
Money market funds	$	1,029,418	$	1,029,418
Total mutual funds		1,029,418		1,029,418
Total assets	$	1,029,418	$	1,029,418
September 29, 2018
Cash Equivalents
Mutual funds:
Money market funds	$	1,020,039	$	1,020,039
Total mutual funds		1,020,039		1,020,039
Total assets	$	1,020,039	$	1,020,039

There were no assets or liabilities measured at fair value on a nonrecurring basis at March 30, 2019 or September 29, 2018.

Stock-Based Compensation

Stock-based compensation cost is measured at the grant date based on the calculated fair value of the award. The expense is recognized over the participant’s requisite service period, generally the vesting period of the award. The related excess tax benefit received upon the exercise of stock options, if any, is reflected in the Company’s statement of cash flows as a financing activity. There were no excess tax benefits recorded during the three and six month periods ended March 30, 2019 and March 31, 2018.

The Company uses the Black-Scholes option pricing model as the method for determining the estimated fair value of its stock awards. The Black-Scholes method of valuation requires several assumptions: (1) the expected term of the stock award, (2) the expected future stock price volatility over the expected term, (3) a risk-free interest rate and (4) the expected dividend rate.

The expected term represents the expected period of time the Company believes the options will be outstanding based on historical information. Estimates of expected future stock price volatility are based on the historic volatility of the Company’s common stock, and the risk free interest rate is based on the U.S. Treasury Note rate. The Company utilizes a forfeiture rate based on an analysis of its actual experience. The forfeiture rate is not material to the calculation of share-based compensation. There were no options granted during either the three or six month periods ended March 30, 2019 and March 31, 2018.

Page 11

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

The following table summarizes stock-based compensation costs included in the Company’s consolidated statements of operations for the three and six month periods ended March 30, 2019 and March 31, 2018:

	March 30, 2019				March 31, 2018
	3 months		6 months		3 months		6 months
Selling, general and administrative expenses	$	7,587		15,183	$	5,851		9,756
Product development expenses		1,197		2,401		352		624
Total share-based compensation expense before taxes	$	8,784	$	17,584	$	6,203	$	10,380

As of March 30, 2019, there was $99,089 of unrecognized compensation expense related to options outstanding. The unrecognized compensation expense will be recognized over the remaining requisite service period. As of March 30, 2019 the weighted average period over which the compensation expense is expected to be recognized is 3.4 years.

The Technical Communications Corporation 2005 Non-Statutory Stock Option Plan and 2010 Equity Incentive Plan were outstanding at March 30, 2019. There are an aggregate of 600,000 shares authorized for issuance under these plans, of which options to purchase 215,137 shares were outstanding at March 30, 2019. Vesting periods are at the discretion of the Board of Directors and typically range between zero and five years. Options under these plans are granted with an exercise price equal to fair market value at time of grant and have a term of ten years from the date of grant.

As of March 30, 2019, there were 224,563 shares available for grant under the 2010 Equity Incentive Plan. The 2005 Non-Statutory Stock Option Plan has expired and options are no longer available for grant under such plan.

The following table summarizes stock option activity during the first six months of fiscal 2019:

	Options Outstanding
	Number of Shares									Weighted Average		Weighted Average Contractual Life
	Unvested			Vested			Total			Exercise Price		(in years)
Outstanding, September 29, 2018		44,700			182,437			227,137		$	8.50		3.76
Grants		-			-			-
Vested		-			-			-
Exercises		-			-			-
Cancellations/forfeitures		-			(3,500	)		(3,500	)		4.95
Outstanding, December 29, 2018		44,700			178,937			223,637		$	8.50		3.51
Grants		-			-			-
Vested		(6,300	)		6,300			-
Exercises		-			-			-
Cancellations/forfeitures		-			(8,500	)		(8,500	)		4.92
Outstanding, March 30, 2019		38,400			176,737			215,137		$	8.70		3.45

Page 12

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

Information related to the stock options vested and expected to vest as of March 30, 2019 is as follows:

Range of Exercise Prices			Number of Shares		Weighted-Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Exercisable Number of Shares		Exercisable Weighted- Average Exercise Price
$2.01	-	$3.00		25,200		7.65	$	2.69		9,800	$	2.73
$3.01	-	$4.00		6,000		9.60		3.80		1,200		3.80
$4.01	-	$5.00		18,500		5.16		4.31		12,500		4.41
$5.01	-	$10.00		51,000		4.80		7.80		38,800		7.96
$10.01	-	$15.00		114,437		1.76		11.40		114,437		11.40
				215,137		3.45	$	8.70		176,737	$	9.56

The aggregate intrinsic value of the Company’s “in-the-money” outstanding and exercisable options as of March 30, 2019 and March 31, 2018 was $0 and $34,795, respectively. Nonvested stock options are subject to the risk of forfeiture until the fulfillment of specified conditions.

New Accounting Pronouncements

ASU No. 2016-02, Leases

In February 2016, the FASB issued guidance with respect to leases. This ASU requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the potential impact this standard will have on the financial statements and related disclosure and believes that the most notable impact to the financial statements upon adoption will be the recognition of a right-of-use asset and a lease liability for the Company’s leased real property in Concord, MA. The Company expects to adopt this standard during its fiscal year 2020.

Other recent accounting pronouncements were issued by the FASB (including its Emerging Issues Task Force) and the SEC during the first six months of the Company’s 2019 fiscal year but such pronouncements are not believed by management to have a material impact on the Company’s present or future financial statements.

NOTE 3. Revenue

The following table presents the Company’s revenues disaggregated by revenue type for the three and six month periods ended March 30, 2019 and March 31, 2018:

	March 30, 2019				March 31, 2018
	3 months		6 months		3 months		6 months
Engineering services	$	877,080	$	1,867,519	$	774,354	$	1,394,290
Equipment sales		1,051,388		1,173,294		29,612		246,205
Total	$	1,928,468	$	3,040,813	$	803,966	$	1,640,495

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

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

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

Remaining Performance Obligations

Remaining performance obligations represent the aggregate transaction price allocated to performance obligations with an original contract term greater than one year that are fully or partially unsatisfied at the end of the period. The Company has elected to exclude contracts with customers with an original term of one year or less from remaining performance obligations, as these contracts are included within backlog.

As of March 30, 2019, the aggregate amount of the transaction price allocated to remaining unsatisfied performance obligations was $1,195,763. The Company expects to recognize revenue on the remaining performance obligations over the next six months.

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets) and deferred revenue, customer deposits and billings in excess of revenue recognized (contract liabilities) on the consolidated balance sheets.

Contract assets - Most of the Company’s long-term contracts are billed as work progresses in accordance with the contracts’ terms and conditions, either at periodic intervals or upon achievement of certain milestones. This may cause billing to occur subsequent to revenue recognition, resulting in contract assets. In addition, certain contracts provide for monthly billings and cash collections, which are recorded independent of revenue recognition. These billings are contract assets and are generally classified as current assets in the consolidated balance sheet. Contract assets as of March 30, 2019 and September 29, 2018 consisted of accounts receivable of $201,844 and $532,493, respectively. The decrease in contract assets during the six month period ended March 30, 2019 is primarily the result of a decrease in monthly billing amounts under the contract. There were no impairment losses recognized on contract assets or receivables during the three or six month period ended March 30, 2019.

Contract liabilities - The Company often receives cash payments from customers in advance of the Company’s performance, resulting in contract liabilities. These contract liabilities are classified as either current or long-term in the consolidated condensed balance sheet based on the timing of when the Company expects to recognize revenue. As of March 30, 2019 and at the date of adoption of ASC 606 of September 30, 2018, contract liabilities were $1,248,659 and $2,106,514, respectively, and are included in deferred revenue in the accompanying consolidated balance sheets. Engineering services revenue of $1,867,519 recognized during the six month period ended March 30, 2019 was included in deferred revenue at September 29, 2018. The decrease in the contract liability balance during the three month period ended March 30, 2019 is primarily the result of satisfying performance obligations in advance of cash payments received.

Page 14

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

NOTE 4. Inventories

Inventories consisted of the following:

	March 30, 2019		September 29, 2018
Finished goods	$	-	$	-
Work in process		41,379		356,278
Raw materials		1,001,201		1,012,418
	$	1,042,580	$	1,368,696

NOTE 5. Income Taxes

The Company has not recorded an income tax benefit on its net loss for the six month periods ended March 30, 2019 and March 31, 2018 due to its uncertain realizability. During previous fiscal years, the Company recorded a valuation allowance for the full amount of its net deferred tax assets since it could not predict the realization of these assets.

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law by the President of the United States. The Tax Act includes a number of changes, including the lowering of the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018. The Company has determined and completed the accounting for certain income tax effects of the Tax Act to the current reporting period. Because the Company records a valuation allowance for its entire deferred income tax asset, there was no impact on the reported amounts in the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q as a result of the Tax Act.

NOTE 6. Loss Per Share

Outstanding potentially dilutive stock options, which were not included in the net loss per share amounts as their effect would have been anti-dilutive, were as follows: 215,137 shares at March 30, 2019 and 246,781 shares at March 31, 2018.

NOTE 7. Major Customers and Export Sales

During the three months ended March 30, 2019, the Company had two customers that represented 94% (49% & 45%, respectively) of net revenue as compared to the three months ended March 31, 2018, during which one customer represented 97% of net revenue. During the six month period ended March 30, 2019, the Company had two customers that represented 92% (61% & 31%, respectively) of net revenue as compared to the six months ended March 31, 2018, during which one customer represented 86% of net revenue.

A breakdown of foreign and domestic net revenue for first three and six months of fiscal 2019 and 2018 is as follows:

	March 30, 2019				March 31, 2018
	3 months		6 months		3 months		6 months
Domestic	$	1,821,788	$	2,844,465	$	803,966	$	1,511,437
Foreign		106,680		196,348		-		129,058
Total net revenue	$	1,928,468	$	3,040,813	$	803,966	$	1,640,495

The Company sold products into two countries during the three month period ended March 30, 2019 and had no sales into foreign countries during the three month period ended March 31, 2018. The Company sold products into three countries during the six month period ended March 30, 2019 and four countries during the six month period ended March 31, 2018. A sale is attributed to a foreign country based on the location of the contracting party. Domestic revenue may include the sale of products shipped through domestic resellers or manufacturers to international destinations. The table below summarizes foreign revenues by country as a percentage of total foreign revenue.

Page 15

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)

	March 30, 2019						March 31, 2018
	3 months			6 months			3 months		6 months
Philippines		-			5	%		-		54	%
Saudi Arabia		31	%		57	%		-		27	%
Jordan		-			-			-		10	%
Egypt		69	%		38	%		-		9	%

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

	March 30, 2019						March 31, 2018
	3 months			6 months			3 months		6 months
Mid-East and Africa		100	%		95	%		-		46	%
Far East		-			5	%		-		54	%

NOTE 8. Cash Equivalents and Marketable Securities

The Company considers all highly liquid instruments with an original maturity of three months or less to be cash equivalents. Cash equivalents are invested in money market mutual funds. Money market mutual funds held in a brokerage account are considered available for sale. The Company accounts for marketable securities in accordance with FASB ASC 320, Investments—Debt and Equity Securities. All marketable securities must be classified as one of the following: held to maturity, available for sale, or trading. The Company classifies its marketable securities as either available for sale or held to maturity.

Available for sale securities are carried at fair value, with unrealized holding gains and losses reported in stockholders’ equity as a separate component of accumulated other comprehensive income (loss). Held to maturity securities, of which there were none at March 30, 2019 or September 29, 2018, are carried at amortized cost. The cost of securities sold is determined based on the specific identification method. Realized gains and losses, and declines in value judged to be other than temporary, are included in investment income.

As of March 30, 2019, available for sale securities consisted of the following:

			Gross Unrealized				Estimated
	Cost		Gains		Losses		Fair Value
Money market mutual funds	$	1,029,418	$	-	$	-	$	1,029,418

As of September 29, 2018, available for sale securities consisted of the following:

			Gross Unrealized				Estimated
	Cost		Gains		Losses		Fair Value
Money market mutual funds	$	1,020,039	$	-	$	-	$	1,020,039

Page 16

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

Forward-Looking Statements

Certain statements contained herein or as may otherwise be incorporated by reference herein that are not purely historical constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include but are not limited to statements regarding anticipated operating results, future earnings, and the Company’s ability to achieve growth and profitability. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, including but not limited to the effect of foreign political unrest; domestic and foreign government policies and economic conditions; future changes in export laws or regulations; changes in technology; the ability to hire, retain and motivate technical, management and sales personnel; the risks associated with the technical feasibility and market acceptance of new products; changes in telecommunications protocols; the effects of changing costs, exchange rates and interest rates; and the Company's ability to secure adequate capital resources. Such risks, uncertainties and other factors could cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. For a more detailed discussion of the risks facing the Company, see the Company’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended September 29, 2018.

Overview

The Company designs, manufactures, markets and sells communications security equipment that utilizes various methods of encryption to protect the information being transmitted. Encryption is a technique for rendering information unintelligible, which information can then be reconstituted if the recipient possesses the right decryption “key”. The Company manufactures several standard secure communications products and also provides custom-designed, special-purpose secure communications products for both domestic and international customers. The Company’s products consist primarily of voice, data and facsimile encryptors. Revenue is generated principally from the sale of these products, which have traditionally been to foreign governments either through direct sale, pursuant to a U.S. government contract, or made as a sub-contractor to domestic corporations under contract with the U.S. government. We also sell these products to commercial entities and U.S. government agencies. We generate additional revenues from contract engineering services performed for certain government agencies, both domestic and foreign, and commercial entities.

Critical Accounting Policies and Significant Judgments and Estimates

Except for the adoption of ASC 606 and the Company’s revisions to estimated gross profits on the engineering services contract, as discussed below, there have been no material changes in the Company’s critical accounting policies or critical accounting estimates since September 29, 2018, nor have we adopted any accounting policies that have or will have a material impact on our consolidated financial statements. For further discussion of our accounting policies see Note 2, Summary of Significant Accounting Policies and Significant Judgments and Estimates in the Notes to Unaudited Consolidated Financial Statements in this Quarterly Report on Form 10-Q and the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended September 29, 2018 as filed with the SEC.

The Company restated its consolidated financial statements as of and for the three and six month periods ended March 31, 2018 as set forth in its Quarterly Report on Form 10-Q/A as filed with the SEC on June 21, 2019; the consolidated financial statements for the three and six month periods ended March 31, 2018 included in this Quarterly Report on Form 10-Q reflect such restated amounts.

On September 30, 2018, the Company adopted ASC 606 using the modified retrospective method for all contracts. Results for reporting periods beginning September 30, 2018 are presented under ASC 606, while prior period amounts were not adjusted and continue to be reported in accordance with the Company’s historic accounting under Topic 605, Revenue Recognition. The adoption of ASC 606 did not have a significant impact on the Company’s consolidated condensed financial statements as of and for the three and six month periods ended March 30, 2019.

Revisions in the estimated gross profits on contracts and contract amounts are made in the period in which the circumstances requiring the revisions become known. During the period ended March 30, 2019, the effect of such revisions in estimated contract profits resulted in a decrease to gross profit of approximately $186,000.

Page 17

Results of Operations

Three Months ended March 30, 2019 compared to Three Months ended March 31, 2018 (restated)

Total Net Revenue

Total net revenue for the quarter ended March 30, 2019 was $1,928,000, compared to $804,000 for the quarter ended March 31, 2018, an increase of 140%. Revenue for the second quarter of fiscal 2019 consisted of $1,822,000, or 94%, from domestic sources and $106,000, or 6%, from international customers as compared to the same period in fiscal 2018, during which all revenue was from domestic customers.

Foreign sales consisted of shipments to customers in two countries during the quarter ended March 30, 2019. A sale is attributed to a foreign country based on the location of the contracting party. Domestic revenue may include the sale of products shipped through domestic resellers or manufacturers to international destinations. The table below summarizes our principal foreign sales by country during the second quarters of fiscal 2019 and 2018:

	2019		2018
Egypt	$	73,000		-
Saudi Arabia		33,000		-
	$	106,000	$	-

For the three months ended March 30, 2019, revenue was derived primarily from sales of our engineering services amounting to $877,000 and shipments of our narrowband radio encryptors to a domestic customer for deployment into a North African country amounting to $936,000.

For the three months ended March 31, 2018, revenue was derived primarily from sales of our engineering services amounting to $774,000.

Gross Profit

Gross profit for the second quarter of fiscal 2019 was $799,000, compared to gross profit of $243,000 for the same period of fiscal 2018, an increase of 229%. Gross profit expressed as a percentage of total net revenue was 41% for the second quarter of fiscal 2019 compared to 30% for the same period in fiscal 2018. This increase was primarily due to the higher sales volume of higher margin equipment sales.

Operating Costs and Expenses

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the second quarter of fiscal 2019 were $595,000, compared to $531,000 for the same quarter in fiscal 2018. This increase of $64,000, or 12%, was attributable to increases in general and administrative expenses of $55,000 and selling and marketing expenses of $9,000 during the three months ended March 30, 2019.

The increase in general and administrative expenses for the three months ended March 30, 2019 was primarily attributable to increases in professional fees and other public company costs of $60,000.

The increase in selling and marketing expenses for the three months ended March 30, 2019 was primarily attributable to increases in bid and proposal costs of $21,000 and product evaluation costs of $13,000, which were partially offset by a decrease in third party sales support of $25,000.

Page 18

Product Development Costs

Product development costs for the quarter ended March 30, 2019 were $36,000, compared to $153,000 for the quarter ended March 31, 2018. This decrease of $116,000, or 76%, was attributable to an increase in billable engineering services contracts during the second quarter of fiscal 2019 that resulted in decreased product development costs of $235,000. These decreased costs were partially offset by an increase in engineering project costs of $112,000 during the period.

The Company actively sells its engineering services in support of funded research and development. The receipt of these orders is sporadic, although such programs can span over several months. In addition to these programs, the Company also invests in research and development to enhance its existing products or to develop new products, as it deems appropriate. There was approximately $877,000 of billable engineering services revenue generated during the second quarter of fiscal 2019 and $774,000 in the second quarter of fiscal 2018.

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

Net Income (Loss)

The Company generated net income of $173,000 for the second quarter of fiscal 2019, compared to a net loss of $439,000 for the same period of fiscal 2018. This increase in net income is primarily attributable to a 229% increase in gross profit during the second quarter of fiscal 2019.

Six Months ended March 30, 2019 compared to Six Months ended March 31, 2018 (restated)

Total Net Revenue

Total net revenue for the six months ended March 30, 2019 were $3,041,000, compared to $1,640,000 for the six months ended March 31, 2018, an increase of 85%. Revenue for the first six months of fiscal 2019 consisted of $2,845,000, or 94%, from domestic sources and $196,000, or 6%, from international customers, compared to the same period in fiscal 2018, during which revenue consisted of $1,511,000, or 92%, from domestic sources and $129,000, or 8%, from international customers.

Foreign revenue consisted of shipments to customers in three countries during the six months ended March 30, 2019 and to customers in four countries during the same period in fiscal 2018. A sale is attributed to a foreign country based on the location of the contracting party. Domestic revenue may include the sale of products shipped through domestic resellers or manufacturers to international destinations. The table below summarizes our principal foreign sales by country during the first six months of fiscal 2019 and 2018:

	2019		2018
Saudi Arabia	$	112,000	$	34,000
Egypt		73,000		12,000
Philippines		11,000		70,000
Jordan		-		13,000
	$	196,000	$	129,000

For the six months ended March 30, 2019, revenue was derived primarily from sales of our engineering services amounting to $1,867,000 and shipments of our narrowband radio encryptors to a domestic customer for deployment into a North African country amounting to $936,000.

Page 19

For the six months ended March 31, 2018, revenue was derived primarily from sales of our engineering services amounting to $1,394,000 and shipments of our narrowband radio encryptors to a customer in the Far East amounting to $70,000 and to a domestic customer for deployment into Afghanistan amounting to $57,000.

Gross Profit

Gross profit for the first six months of fiscal 2019 was $1,199,000, compared to gross profit of $535,000 for the same period of fiscal 2018, an increase of 124%. Gross profit expressed as a percentage of total net revenue was 39% for the first six months of fiscal 2019 compared to 33% for the same period in fiscal 2018. This increase was primarily due to the higher sales volume of higher margin equipment sales.

Operating Costs and Expenses

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the first six months of fiscal 2019 were $1,140,000, compared to $991,000 for the same period in fiscal 2018. This increase of $149,000, or 15%, was attributable to increases in general and administrative expenses of $113,000 and selling and marketing expenses of $36,000 during the six months ended March 30, 2019.

The increase in general and administrative expenses for the six months ended March 30, 2019 was attributable to increases in professional fees and other public company costs of $113,000.

The increase in selling and marketing expenses for the six months ended March 30, 2019 was primarily attributable to increases in bid and proposal costs of $34,000, product evaluation costs of $22,000 and outside sales commissions of $16,000, which were partially offset by a decrease in third party sales support of $30,000 during the period.

Product Development Costs

Product development costs for the six months ended March 30, 2019 were $144,000, compared to $318,000 for the six months ended March 31, 2018. This decrease of $174,000, or 55%, was attributable to an increase in billable engineering services contracts during the first six months of fiscal 2019 that resulted in decreased product development costs of $491,000. These decreased costs were partially offset by an increase in engineering project costs of $304,000 during the period.

The Company actively sells its engineering services in support of funded research and development. The receipt of these orders is sporadic, although such programs can span over several months. In addition to these programs, the Company also invests in research and development to enhance its existing products or to develop new products, as it deems appropriate. There was approximately $1,867,000 of billable engineering services revenue generated during the first six months of fiscal 2019 and $1,394,000 in the same period of fiscal 2018.

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

Net Loss

The Company generated a net loss of $75,000 for the first six months of fiscal 2019, compared to a net loss of $771,000 for the same period of fiscal 2018. This decrease in net loss is primarily attributable to a 124% increase in gross profit during the first six months of fiscal 2019.

Page 20

The effects of inflation and changing costs have not had a significant impact on sales or earnings in recent years. As of March 30, 2019, 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

Our cash and cash equivalents at March 30, 2019 totaled $1,765,000 and we continue to have no debt.

Liquidity and Ability to Continue as a Going Concern

The Company has suffered recurring losses from operations and had an accumulated deficit of $2,808,000 at March 30, 2019. These factors raise substantial doubt about the Company's ability to continue as a going concern within one year from the issuance date of the unaudited consolidated financial statements included in this Quarterly Report. The unaudited consolidated financial statements do not include any adjustments to reflect the substantial doubt about the Company’s ability to continue as a going concern.

We anticipate that our principal sources of liquidity will only be sufficient to fund our activities to January 2020. In order to have sufficient cash to fund our operations beyond that point, we will need to secure new customer contracts, raise additional equity or debt capital or reduce expenses, including payroll and payroll-related expenses.

In order to have sufficient capital resources to fund operations, the Company has been working diligently to secure several large orders with new and existing customers. In addition, we are also pursuing raising capital through equity or debt arrangements. Although we believe our ability to secure such new business or raise new capital is likely, we cannot provide assurances we will be able to do so.

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

Sources and Uses of Cash

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

	March 30, 2019			March 31, 2018
Net loss	$	(75,000	)	$	(771,000	)
Changes not affecting cash		33,000			13,000
Changes in assets and liabilities		(175,000	)		690,000
Cash used in operating activities		(217,000	)		(68,000	)
Cash provided by investing activities		-			212,000
Net change in cash, cash equivalents and restricted cash		(217,000	)		144,000
Cash, cash equivalents and restricted cash - beginning of period		1,982,000			1,297,000
Cash, cash equivalents and restricted cash - end of period	$	1,765,000		$	1,441,000

Operating Activities

The Company used approximately $149,000 more cash for operating activities in the first six months of fiscal 2019 compared to the same period in fiscal 2018. This increase was primarily attributable to a decrease in deferred revenue of $1,264,000, partially offset by a decrease in net loss of $696,000 and a decrease in inventory of $326,000 during the six month period ended March 30, 2019 as compared to an increase in inventory of $194,000 during the six month period ended March 31, 2018.

Page 21

Investing Activities

Cash provided by investing activities during the first six months of fiscal 2019 decreased by approximately $212,000 compared to the same period in fiscal 2018. This change is attributable to the maturity of short-term investments in marketable securities during the first six months of 2018.

Company Facilities

On April 1, 2014, the Company entered into a new lease for its current facilities. This lease is for 22,800 square feet located at 100 Domino Drive, Concord, MA. The Company has been a tenant in this space since 1983. This is the Company’s only facility and houses all manufacturing, research and development, and corporate operations. The initial term of the lease was for five years through March 31, 2019 at an annual rate of $171,000. In addition, the lease contains options to extend the lease for two and one-half years through September 30, 2021 and another two and one-half years through March 31, 2024 at an annual rate of $171,000. In September 2018, the Company exercised its option to extend the term of the lease through September 2021. Rent expense for each of the six month periods ended March 30, 2019 and March 31, 2018 was $86,000.

Backlog

Backlog at March 30, 2019 and September 29, 2018 amounted to $51,000 and $2,118,000, respectively. The orders in backlog at March 30, 2019 are expected to ship and/or services are expected to be performed over the next six months depending on customer requirements and product availability.

Performance guaranties

Certain foreign customers require the Company to guarantee bid bonds and performance of products sold. These guaranties typically take the form of standby letters of credit. Guaranties are generally required in amounts of 5% to 10% of the purchase price and last in duration from three months to one year. At March 30, 2019 and September 29, 2018, the Company had no outstanding letters of credit.

Research and development

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

During the six month periods ended March 30, 2019 and March 31, 2018, the Company spent $144,000 and $318,000, respectively, on internal product development. The Company also spent $1,332,000 and $851,000, respectively, on billable development efforts during the first six months of fiscal 2019 and 2018. The Company’s total product development costs during the first six months of fiscal 2019 were 26% higher than the same period in fiscal 2018 but in line with its planned commitment to research and development, and reflected the costs of custom development, product capability enhancements and production readiness. It is expected that total development expenses will remain higher as we complete a billable project during fiscal 2019.

It is anticipated that cash from operations will fund our near-term research and development and marketing activities to January 2020. We also believe that, in the long term, based on current billable activities, cash from operations will be sufficient to meet the development goals of the Company, although we can give no assurances. Any increase in development activities - either billable or new product related - will require additional resources, which we may not be able to fund through cash from operations. In circumstances where resources will be insufficient, the Company will look to other sources of financing, including debt and/or equity investments; however, we can provide no guarantees that we will be successful in securing such additional financing.

Page 22

Other than those stated above, there are no plans for significant internal product development or material commitments for capital expenditures in fiscal 2019.

New Accounting Pronouncements

ASU No. 2016-02, Leases

In February 2016, the FASB issued guidance with respect to leases. This ASU requires entities to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. We are currently evaluating the potential impact this standard will have on our financial statements and related disclosure and believe that the most notable impact to our financial statements upon adoption will be the recognition of a right-of-use asset and a lease liability for our leased facility in Concord, MA. The Company expects to adopt this standard during its fiscal year 2020.

Other recent accounting pronouncements were issued by the FASB (including its Emerging Issues Task Force) and the SEC during the first six months of the Company’s 2019 fiscal year but such pronouncements are not believed by management to have a material impact on the Company’s present or future financial statements.

Off-Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures. The Company’s Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q.

As previously disclosed under Item 9A, Controls and Procedures in our Annual Report on Form 10-K for our fiscal year ended September 29, 2018, in conjunction with the auditor’s findings, management identified a material weakness in our internal control over financial reporting related to, among other things, the misapplication of generally accepted accounting principles associated with revenue recognition, inventory reserves, accruals and the preparation of the consolidated financial statements, specifically the classification and disclosure of financial information, all caused by a lack of adequate expertise within the Company’s accounting department. As a result, management determined that the Company’s disclosure controls and procedures were not effective at September 29, 2018.

Management had previously reported in the Company’s Form 10-K for the fiscal year ended September 30, 2017, as well as prior fiscal periods, its conclusion that the Company’s failure to maintain effective internal control over financial reporting due to a lack of sufficient staff to segregate accounting duties, more specifically, a lack of an adequately trained accounting department and lack of an independent review of financial reporting, constituted a material weakness as of the end of such fiscal periods. Management also identified a material weakness in internal control over significant non-routine transactions at June 30, 2018. Specifically, management determined that there was a lack of operating effectiveness of internal controls over significant non-routine transactions related to the Company’s inadequate evaluation of the underlying effective rate implications related to the Tax Cuts and Jobs Act passed in December 2017, which management determined constituted a material weakness.

Page 23

Based on their assessment in connection with the filing of this Form 10-Q, the Chief Executive Officer and Chief Financial Officer have concluded that the material weaknesses described above were also material weaknesses for the quarter ended March 30, 2019 and therefore TCC’s disclosure controls and procedures were not effective as of March 30, 2019. For a more comprehensive discussion of the Company’s internal control over financial reporting and the material weaknesses noted above, as well as the remedial efforts to be undertaken by TCC to address such material weaknesses, see Item 9A, Controls and Procedures, in our Annual Report on Form 10-K for the year ended September 29, 2018 as filed with the SEC.

Changes in internal control over financial reporting. The were no changes in the Company’s internal control over financial reporting during the quarter ended March 30, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Page 24

PART II. Other Information

Item 1. Legal Proceedings

There were no legal proceedings pending against or involving the Company or its subsidiary during the period covered by this quarterly report.

Item 1A. Risk Factors

Not applicable.

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

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

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

101.INS XBRL Report Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Calculation Linkbase Document

101.LAB XBRL Taxonomy Label Linkbase Document

101.PRE XBRL Presentation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

Page 25

SIGNATURES

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

	TECHNICAL COMMUNICATIONS CORPORATION
	(Registrant)
June 21, 2019		By:	/s/ Carl H. Guild, Jr.
Date			Carl H. Guild, Jr., President and Chief
			Executive Officer
June 21, 2019		By:	/s/ Michael P. Malone
Date			Michael P. Malone, Chief Financial Officer

Page 26

EX-31.1

Exhibit 31.1

CERTIFICATION

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

(1) I have reviewed this quarterly report on Form 10-Q 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 registrant as of, and for, the periods presented in this report;

(4) The registrant’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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

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

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

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

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

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 registrant’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 registrant’s internal control over financial reporting.

/s/ Carl H. Guild, Jr.

Carl H. Guild, Jr.

President and Chief Executive Officer

Date: June 21, 2019

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Michael P. Malone, certify that:

(1) I have reviewed this quarterly report on Form 10-Q 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 registrant as of, and for, the periods presented in this report;

(4) The registrant’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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

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

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

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

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

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 registrant’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 registrant’s internal control over financial reporting.

/s/ Michael P. Malone

Michael P. Malone

Chief Financial Officer

Date: June 21, 2019

EX-32.1

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 Technical Communications Corporation (the “Company”) certifies that, to his knowledge:

1) the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2019 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-Q for the quarter ended March 30, 2019 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 and Chief Executive Officer	Chief Financial Officer
Date: June 21, 2019	Date: June 21, 2019

XML

Document And Entity Information - shares	6 Months Ended
	Mar. 30, 2019	May 31, 2019
Document Information [Line Items]
Entity Registrant Name	TECHNICAL COMMUNICATIONS CORP
Entity Central Index Key	0000096699
Trading Symbol	tcco
Current Fiscal Year End Date	--09-28
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Common Stock, Shares Outstanding (in shares)		1,850,403
Document Type	10-Q
Document Period End Date	Mar. 30, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Shell Company	false

XML

Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Mar. 30, 2019	Sep. 29, 2018
Current Assets:
Cash and cash equivalents	$ 1,765,352	$ 1,982,434
Accounts receivable - trade	201,844	532,493
Inventories, net	1,042,580	1,368,696
Other current assets	136,721	142,279
Total current assets	3,229,454	4,052,902
Equipment and leasehold improvements	4,578,501	4,578,501
Less:accumulated depreciation and amortization	(4,545,073)	(4,529,298)
Equipment and leasehold improvements, net	33,428	49,203
Total Assets	3,262,882	4,102,105
Current Liabilities:
Accounts payable	248,333	187,958
Deferred revenue	1,248,659	2,106,514
Accrued liabilities:
Accrued compensation and related expenses	251,972	220,544
Customer deposits	655	35,628
Other current liabilities	37,607	18,405
Total current liabilities	1,787,225	2,569,049
Commitments and contingencies
Stockholders’ Equity:
Common stock, par value $0.10 per share; 7,000,000 shares authorized; 1,850,403 shares issued and outstanding at March 30, 2019 and September 29, 2018	185,041	185,041
Additional paid-in capital	4,151,955	4,134,371
Accumulated deficit	(2,861,339)	(2,786,356)
Total stockholders’ equity	1,475,657	1,533,056
Total Liabilities and Stockholders’ Equity	$ 3,262,882	$ 4,102,105

XML

Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Mar. 30, 2019	Sep. 29, 2018
Common stock, par value (in dollars per share)	$ 0.10	$ 0.10
Common stock, authorized (in shares)	7,000,000	7,000,000
Common stock, issued (in shares)	1,850,403	1,850,403
Common stock, outstanding (in shares)	1,850,403	1,850,403

XML

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 30, 2019	Mar. 31, 2018	Mar. 30, 2019	Mar. 31, 2018
Net revenue	$ 1,928,468	$ 803,966	$ 3,040,813	$ 1,640,495
Cost of revenue	1,129,236	560,885	1,842,157	1,105,743
Gross profit	799,232	243,081	1,198,656	534,752
Selling, general and administrative	595,271	530,981	1,139,932	990,955
Product development	36,326	152,727	143,694	318,236
Total operating expenses	631,597	683,708	1,283,626	1,309,191
Operating income (loss)	167,635	(440,627)	(84,970)	(774,439)
Interest income	4,972	1,701	9,986	3,483
Net income (loss)	$ 172,607	$ (438,926)	$ (74,984)	$ (770,956)
Basic (in dollars per share)	$ 0.09	$ (0.24)	$ (0.04)	$ (0.42)
Diluted (in dollars per share)	$ 0.09	$ (0.24)	$ (0.04)	$ (0.42)
Basic (in shares)	1,850,403	1,848,215	1,850,403	1,844,046
Diluted (in shares)	1,850,403	1,848,215	1,850,403	1,844,046
Operating loss	$ 167,635	$ (440,627)	$ (84,970)	$ (774,439)
Engineering Services [Member]
Net revenue	877,080	774,354	1,867,519	1,394,290
Cost of revenue	703,500	484,856	1,331,500	851,356
Equipment Sales [Member]
Net revenue	1,051,388	29,612	1,173,294	246,205
Cost of revenue	$ 425,736	$ 76,029	$ 510,657	$ 254,387

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Mar. 30, 2019	Mar. 31, 2018
Operating Activities:
Net loss	$ (74,984)	$ (770,956)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	15,775	28,582
Stock-based compensation	17,584	10,380
Amortization of premium on held to maturity securities		7,770
Payment of tax on exercise of stock options		(33,870)
Changes in certain operating assets and liabilities:
Accounts receivable	274,692	414,078
Inventories	326,116	(116,361)
Other current assets	5,558	(3,960)
Customer deposits	(34,973)	(4,780)
Deferred revenue	(857,855)	405,710
Accounts payable and other accrued liabilities	111,005	(4,382)
Net cash used in operating activities	(217,082)	(67,789)
Investing Activities:
Additions to equipment and leasehold improvements		(38,179)
Proceeds from maturities of marketable securities		250,000
Net cash provided by investing activities		211,821
Net (decrease) increase in cash, cash equivalents and restricted cash	(217,082)	144,032
Cash, cash equivalents and restricted cash at beginning of the period	1,982,434	1,296,603
Cash, cash equivalents and restricted cash at end of the period	1,765,352	1,440,635
Non-cash financing activities:
Exercise of stock options – cashless		$ 915

XML

Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance (in shares) at Sep. 30, 2017	1,839,877
Cashless exercise of stock options (in shares)	9,148
Ending balance (in shares) at Mar. 31, 2018	1,849,025
Beginning balance at Sep. 30, 2017	$ 183,988	$ 4,139,002	$ (1,306,757)
Cashless exercise of stock options	915
Exercise of stock options		(915)
Cashless exercise of stock options to pay taxes		(33,870)
Stock-based compensation		10,380
Net loss			(770,956)	$ (770,956)
Ending balance at Mar. 31, 2018	$ 184,903	4,114,597	(2,077,713)	2,705,908
Beginning balance (in shares) at Dec. 30, 2017	1,839,877
Cashless exercise of stock options (in shares)	9,148
Ending balance (in shares) at Mar. 31, 2018	1,849,025
Beginning balance at Dec. 30, 2017	$ 183,988	4,143,179	(1,638,787)
Cashless exercise of stock options	915
Exercise of stock options		(915)
Cashless exercise of stock options to pay taxes		(33,870)
Stock-based compensation		6,203
Net loss			(438,926)	(438,926)
Ending balance at Mar. 31, 2018	$ 184,903	4,114,597	(2,077,713)	2,705,908
Beginning balance (in shares) at Sep. 29, 2018	1,850,403
Cashless exercise of stock options (in shares)
Ending balance (in shares) at Mar. 30, 2019	1,850,403
Beginning balance at Sep. 29, 2018	$ 185,041	4,134,371	(2,786,356)	1,533,056
Cashless exercise of stock options
Exercise of stock options
Cashless exercise of stock options to pay taxes
Stock-based compensation		17,584
Net loss			(74,984)	(74,984)
Ending balance at Mar. 30, 2019	$ 185,041	4,151,955	(2,861,339)	1,475,657
Beginning balance (in shares) at Dec. 29, 2018	1,850,403
Cashless exercise of stock options (in shares)
Ending balance (in shares) at Mar. 30, 2019	1,850,403
Beginning balance at Dec. 29, 2018	$ 185,041	4,143,171	(3,033,946)
Cashless exercise of stock options
Exercise of stock options
Cashless exercise of stock options to pay taxes
Stock-based compensation		8,784
Net loss			172,607	172,607
Ending balance at Mar. 30, 2019	$ 185,041	$ 4,151,955	$ (2,861,339)	$ 1,475,657

XML

Note 1 - Description of the Business and Basis of Presentation

6 Months Ended

Mar. 30, 2019

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

NOTE 1. Description of the Business and Basis of Presentation

Company Operations

Technical Communications Corporation (“TCC”) was incorporated in Massachusetts in

1961;

its wholly-owned subsidiary, TCC Investment Corp., was organized in that jurisdiction in

1982.

Technical Communications Corporation and TCC Investment Corp. are collectively referred to as the “Company”. The Company’s business consists of only

one

industry segment, which is the design, development, manufacture, distribution, marketing and sale of communications security devices, systems and services. The secure communications solutions provided by TCC protect vital information transmitted over a wide range of data, video, fax and voice networks. TCC’s products have been sold into a significant number of countries and are in service with governments, military agencies, telecommunications carriers, financial institutions and multinational corporations.

Interim Financial Statements

The accompanying unaudited consolidated financial statements of Technical Communications Corporation and its wholly-owned subsidiary (collectively the “Company” or “TCC”) include all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the periods presented and in order to make the financial statements

not

misleading. All such adjustments are of a normal recurring nature. Interim results are

not

necessarily indicative of the results to be expected for the fiscal year ending

September 28, 2019.

The

September 29, 2018

consolidated balance sheet contained herein was derived from the Company’s

September 29, 2018

audited consolidated balance sheet as contained in the Company’s Annual Report on Form

10

-K for the fiscal year ended

September 29, 2018

as filed with the SEC. Certain footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as allowed by Securities and Exchange Commission (“SEC”) rules and regulations. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and the notes thereto for the fiscal year ended

September 29, 2018

Form

10

-K filed

June 21, 2019.

The Company restated its consolidated financial statements as of and for the

three

and

six

month periods ended

March 31, 2018

as set forth in its Quarterly Report on Form

10

-Q/A as filed with the SEC on

June 21, 2019;

the consolidated financial statements for the

three

and

six

month periods ended

March 31, 2018

included in this Quarterly Report on Form

10

-Q reflect such restatements.

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

FASB Accounting Standards Codification

TM

- sometimes referred to as the Codification or ASC.

Liquidity and Ability to Continue as a Going Concern

The Company has suffered recurring losses from operations and had an accumulated deficit of

$2,861,000

at

March 30, 2019.

These factors raise substantial doubt about the Company's ability to continue as a going concern within

one

year from the issuance date of the unaudited consolidated financial statements included in this Quarterly Report. The unaudited consolidated financial statements do

not

include any adjustments to reflect the substantial doubt about the Company’s ability to continue as a going concern.

The Company anticipates that its principal sources of liquidity will only be sufficient to fund activities to

January 2020.

In order to have sufficient cash to fund operations beyond that point, the Company will need to secure new customer contracts, raise additional equity or debt capital or reduce expenses, including payroll and payroll-related expenses.

In order to have sufficient capital resources to fund operations, the Company has been working diligently to secure several large orders with new and existing customers. In addition, the Company is also pursuing raising capital through equity or debt arrangements. Although the Company believes its ability to secure such new business or raise new capital is likely, the Company cannot provide assurances it will be able to do so.

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

Reporting Period

The Company’s by-laws call for its fiscal year to end on the Saturday closest to the last day of

September,

unless otherwise decided by its Board of Directors.

Basis of Presentation

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

The discussion and analysis of the Company’s financial condition and results of operations are based on the unaudited consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these unaudited consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods.

On an ongoing basis, management evaluates its estimates and judgments, including but

not

limited to those related to revenue recognition, inventory reserves, receivable reserves, marketable securities, impairment of long-lived assets, income taxes, fair value of financial instruments and stock-based compensation. Management bases its estimates on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are

not

readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results

may

differ from these estimates under different assumptions or conditions.

XML

Note 2 - Summary of Significant Accounting Policies and Significant Judgments and Estimates

6 Months Ended

Mar. 30, 2019

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

NOTE 2. Summary of Significant Accounting Policies and Significant Judgments and Estimates

The accounting policies that management believes are most critical to aid in fully understanding and evaluating the reported financial results include the following:

Accounting Standards Recently Adopted - Revenue

In

May 2014,

the FASB issued Accounting Standards Update (“ASU”) 

No.

2014

-

09,

Revenue from Contracts with Customers (Topic

606

),

which superseded nearly all then-existing revenue recognition guidance. Subsequent to the issuance of Topic

606,

the FASB clarified the guidance through several Accounting Standard Updates; the collection of such revenue guidance is referred to herein as “ASC

606”.

The core principle of ASC

606

 is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

On

September 30, 2018,

the Company adopted ASC

606

using the modified retrospective method for all contracts. Results for reporting periods beginning

September 30, 2018

are presented under ASC

606,

while prior period amounts were

not

adjusted and continue to be reported in accordance with the Company’s historic accounting under Topic

605,

Revenue Recognition.

The adoption of ASC

606

did

not

have a significant impact on the Company’s unaudited consolidated financial statements as of and for the

three

and

six

month periods ended

March 30, 2019

and, as a result, comparisons of revenues and operating profit performance between periods are

not

affected by the adoption of this ASU. The adoption of ASC

606

did

not

change judgements or affect the determination of the amounts and timing of revenue, the timing of satisfaction of performance obligations, the transaction price or the amounts allocated to performance obligations. Refer to Note

3

for additional disclosures required by ASC

606.

The Company’s products consist of communications security solutions for critical voice, data and video networks for military, government and corporate/industrial applications. The Company derives revenue primarily from the sale of secure communications equipment and the provision of long-term engineering services. The Company’s typical contracts with customers do

not

contain variable consideration.

Revenue for long-term contracts of engineering services is generally recognized based upon the cost-to-cost measure of progress,

provided

that the Company meets the criteria associated with transferring control of the service over time. The Company transfers control of the service over time as the customer simultaneously receives and consumes the benefits provided by the Company’s performance. Long-term contracts for engineering services are fixed price contracts, which provide for monthly fixed payments. The transaction price is allocated based on the monthly costs incurred as compared to the total costs expected to be incurred. Revenue is recognized based on this allocation of the transaction price. We recognize revenue over time by measuring the progress toward complete satisfaction of the specific performance obligation using an input method that measures the costs incurred to date compared to the total costs expected to be incurred over the life of the contract. Management believes this method best depicts the Company’s performance in the transfer of services because it represents the level of efforts expended in providing those services and

appropriately reflects the value to the customer.

Equipment sales revenue is recognized when control of the promised products is transferred to the Company’s customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those products or services (the transaction price). For product sales, control transfers to the customer at a point in time. To indicate the transfer of control, the Company must have a present right to payment, legal title must have passed to the customer, the customer must have the significant risks and rewards of ownership and, where acceptance is

not

a formality, the customer must have accepted the product. The Company typically establishes pricing for products principally based on its established price book and/or quoted prices. The Company’s principal terms of sale are free on board (“FOB”) shipping point (Company facilities), or equivalent, and, as such, the Company primarily transfers control and records revenue for product sales upon shipment. Sales arrangements with delivery terms that are

not

FOB shipping point (Company facilities) are

not

recognized upon shipment and the transfer of control for revenue recognition is evaluated based on the associated shipping terms and customer obligations. If a performance obligation to the customer with respect to a sales transaction remains to be fulfilled following shipment (typically, installation or acceptance by the customer), revenue recognition for that performance obligation is deferred until such commitments have been fulfilled. Returns for products sold are estimated and recorded as a reduction of revenue at the time of sale. Product returns are estimated based on historical experience and known trends. Revenue for extended warranty, service and post-contract support is recognized based upon the period of time elapsed under the arrangement.

Costs to Obtain and Fulfill a Contract

The guidance in FASB ASC

340

-

40,

Other Assets and Deferred Costs – Contracts with Customers

provides additional capitalization, amortization and impairment requirements for certain costs associated with obtaining or fulfilling contracts subject to ASC

606.

The Company’s costs incurred to fulfill contracts have been immaterial to date.

Inventories

The Company values its inventory at the lower of cost (based on the

first

-in,

first

-out method) to purchase and/or manufacture and net realizable value (based on the estimated selling prices, less reasonably predictable costs of completion, disposal, and transportation) of the inventory. The Company periodically reviews inventory quantities on hand and records a provision for excess and/or obsolete inventory based primarily on estimated forecast of product demand, as well as historical usage. The Company evaluates the carrying value of inventory on a quarterly basis to determine whether the carrying value is in excess of net realizable value. To the extent that net realizable value is less than the associated carrying values, inventory carrying values are written down. In addition, the Company makes judgments as to future demand requirements and compares those with the current or committed inventory levels. Reserves are established for inventory levels that exceed expected future demand. It is possible that additional reserves above those already established

may

be required in the future if market conditions for the Company’s products should deteriorate.

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

no

allowance is currently needed, if the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances

may

be required, which would reduce net income.

In addition, if the Company becomes aware of a customer’s inability to meet its financial obligations, a specific write-off is recorded in that amount.

Accounting for Income Taxes

The preparation of the unaudited consolidated financial statements requires management to estimate income taxes in each of the jurisdictions in which the Company operates, including those outside the United States, which

may

subject the Company to certain risks that ordinarily would

not

be expected in the United States. The income tax accounting process involves estimating actual current exposure together with assessing temporary differences resulting from differing treatments of items, such as inventory obsolescence and stock-based compensation, for tax and accounting purposes. These differences result in the recognition of deferred tax assets and liabilities. The Company must then record a valuation allowance to reduce the deferred tax assets to the amount that is more likely than

not

to be realized.

Significant management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets. At

March 30, 2019

and

September 29, 2018,

the Company recorded a full valuation allowance against net deferred tax assets of approximately

$4.0

million due to uncertainties related to the Company’s ability to realize these assets. The valuation allowance is based on estimates of taxable income by jurisdiction and the period over which deferred tax assets will be recoverable. In the event that actual results differ from these estimates or the Company adjusts these estimates in future periods, the Company

may

need to adjust the valuation allowance, which could materially impact the Company’s financial position and results of operations.

The Company follows FASB ASC

740

-

10,

Income Taxes

, relative to uncertain tax positions. This standard provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Uncertain tax positions must meet a recognition threshold of more-likely-than-

not

in order for those tax positions to be recognized in the financial statements.

Due to the nature of the Company’s current operations in foreign countries (selling products into these countries with the assistance of local representatives), the Company has

not

been subject to any foreign taxes in recent years, and it is

not

anticipated that it will be subject to foreign taxes in the near future.

Fair Value Measurements

In determining fair value measurements, the Company follows the provisions of FASB ASC

820,

Fair Value Measurements and Disclosures

. FASB ASC

820

defines fair value, establishes a framework for measuring fair value under GAAP and enhances disclosures about fair value measurements. The topic provides a consistent definition of fair value that focuses on an exit price, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The topic also prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information and establishes a

three

-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. At

March 30, 2019

and

September 29, 2018,

the carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued liabilities approximate fair value because of their short-term nature.

The

three

-level hierarchy is as follows:

Level 1 -   Pricing inputs are quoted prices available in active markets for identical assets or liabilities as of the measurement date.

Level 2 -   Pricing inputs are quoted prices for similar assets or liabilities, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data.

Level 3 -   Pricing inputs are unobservable for the assets or liabilities, that is, inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

In certain cases, the inputs used to measure fair value

may

fall into different levels of the fair value hierarchy. In such cases, an asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.  The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.

The Company’s available for sale securities consist of mutual funds held in money market funds in a brokerage account, which are classified as cash equivalents and measured at fair value. The Company historically also has had held to maturity securities, comprised of investments in municipal bonds and carried at amortized cost, although TCC did

not

hold any such held to maturity securities at

March 30, 2019

or

September 29, 2018.

The Company assesses the levels of the investments at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer in accordance with the Company’s accounting policy regarding the recognition of transfers between levels of the fair value hierarchy. During the

six

month period ended

March 30, 2019

and the fiscal year ended

September 29, 2018,

there were

no

transfers between levels.

The following table sets forth by level, within the fair value hierarchy, the assets measured at fair value on a recurring basis as of

March 30, 2019

and

September 29, 2018,

in accordance with the fair value hierarchy as defined above. As of

March 30, 2019

and

September 29, 2018,

the Company did

not

hold any assets classified as Level

2

or Level

3.

	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)
March 30, 2019
Cash Equivalents
Mutual funds:
Money market funds	$	1,029,418	$	1,029,418
Total mutual funds		1,029,418		1,029,418
Total assets	$	1,029,418	$	1,029,418
September 29, 2018
Cash Equivalents
Mutual funds:
Money market funds	$	1,020,039	$	1,020,039
Total mutual funds		1,020,039		1,020,039
Total assets	$	1,020,039	$	1,020,039

There were

no

assets or liabilities measured at fair value on a nonrecurring basis at

March 30, 2019

or

September 29, 2018.

Stock-Based Compensation

Stock-based compensation cost is measured at the grant date based on the calculated fair value of the award. The expense is recognized over the participant’s requisite service period, generally the vesting period of the award. The related excess tax benefit received upon the exercise of stock options, if any, is reflected in the Company’s statement of cash flows as a financing activity. There were

no

excess tax benefits recorded during the

three

and

six

month periods ended

March 30, 2019

and

March 31, 2018.

The Company uses the Black-Scholes option pricing model as the method for determining the estimated fair value of its stock awards. The Black-Scholes method of valuation requires several assumptions: (

1

) the expected term of the stock award, (

2

) the expected future stock price volatility over the expected term, (

3

) a risk-free interest rate and (

4

) the expected dividend rate.

The expected term represents the expected period of time the Company believes the options will be outstanding based on historical information. Estimates of expected future stock price volatility are based on the historic volatility of the Company’s common stock, and the risk free interest rate is based on the U.S. Treasury Note rate. The Company utilizes a forfeiture rate based on an analysis of its actual experience. The forfeiture rate is

not

material to the calculation of share-based compensation. There were

no

options granted during either the

three

or

six

month periods ended

March 30, 2019

and

March 31, 2018.

The following table summarizes stock-based compensation costs included in the Company’s consolidated statements of operations for the

three

and

six

month periods ended

March 30, 2019

and

March 31, 2018:

	March 30, 2019				March 31, 2018
	3 months		6 months		3 months		6 months
Selling, general and administrative expenses	$	7,587		15,183	$	5,851		9,756
Product development expenses		1,197		2,401		352		624
Total share-based compensation expense before taxes	$	8,784	$	17,584	$	6,203	$	10,380

As of

March 30, 2019,

there was

$99,089

of unrecognized compensation expense related to options outstanding. The unrecognized compensation expense will be recognized over the remaining requisite service period. As of

March 30, 2019

the weighted average period over which the compensation expense is expected to be recognized is

3.4

years.

The Technical Communications Corporation

2005

Non-Statutory Stock Option Plan and

2010

Equity Incentive Plan were outstanding at

March 30, 2019.

There are an aggregate of

600,000

shares authorized for issuance under these plans, of which options to purchase

215,137

shares were outstanding at

March 30, 2019.

Vesting periods are at the discretion of the Board of Directors and typically range between

zero

and

five

years. Options under these plans are granted with an exercise price equal to fair market value at time of grant and have a term of

ten

years from the date of grant.

As of

March 30, 2019,

there were

224,563

shares available for grant under the

2010

Equity Incentive Plan. The

2005

Non-Statutory Stock Option Plan has expired and options are

no

longer available for grant under such plan.

The following table summarizes stock option activity during the

first

six

months of fiscal

2019:

	Options Outstanding
	Number of Shares									Weighted Average		Weighted Average Contractual Life
	Unvested			Vested			Total			Exercise Price		(in years)
Outstanding, September 29, 2018		44,700			182,437			227,137		$	8.50		3.76
Grants		-			-			-
Vested		-			-			-
Exercises		-			-			-
Cancellations/forfeitures		-			(3,500	)		(3,500	)		4.95
Outstanding, December 29, 2018		44,700			178,937			223,637		$	8.50		3.51
Grants		-			-			-
Vested		(6,300	)		6,300			-
Exercises		-			-			-
Cancellations/forfeitures		-			(8,500	)		(8,500	)		4.92
Outstanding, March 30, 2019		38,400			176,737			215,137		$	8.70		3.45

Information related to the stock options vested and expected to vest as of

March 30, 2019

is as follows:

Range of Exercise Prices			Number of Shares		Weighted-Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Exercisable Number of Shares		Exercisable Weighted- Average Exercise Price
$2.01	-	$ 3.00		25,200		7.65	$	2.69		9,800	$	2.73
$3.01	-	$4.00		6,000		9.60		3.80		1,200		3.80
$4.01	-	$5.00		18,500		5.16		4.31		12,500		4.41
$5.01	-	$ 10.00		51,000		4.80		7.80		38,800		7.96
$10.01	-	$ 15.00		114,437		1.76		11.40		114,437		11.40
				215,137		3.45	$	8.70		176,737	$	9.56

The aggregate intrinsic value of the Company’s “in-the-money” outstanding and exercisable options as of

March 30, 2019

and

March 31, 2018

was

$0

and

$34,795,

respectively. Nonvested stock options are subject to the risk of forfeiture until the fulfillment of specified conditions.

New Accounting Pronouncements

ASU

No.

2016

-

02,

Leases

In

February 2016,

the FASB issued guidance with respect to leases. This ASU requires an entity

to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after 

December 15, 2018,

including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the potential impact this standard will have on the financial statements and related disclosure

and believes that the most notable impact to the financial statements upon adoption will be the recognition of a right-of-use asset and a lease liability for the Company’s leased real

property in Concord, MA. The Company expects to adopt this standard during its fiscal year

2020.

Other recent accounting pronouncements were issued by the FASB (including its Emerging Issues Task Force) and the SEC during the

first

six

months of the Company’s

2019

fiscal year but such pronouncements are

not

believed by management to have a material impact on the Company’s present or future financial statements

.

XML

Note 3 - Revenue

6 Months Ended

Mar. 30, 2019

Notes to Financial Statements

Revenue from Contract with Customer [Text Block]

NOTE 3. Revenue

The following table presents the Company’s revenues disaggregated by revenue type for the

three

and

six

month periods ended

March 30, 2019

and

March 31, 2018:

	March 30, 2019				March 31, 2018
	3 months		6 months		3 months		6 months
Engineering services	$	876,636	$	1,867,074	$	774,354	$	1,394,290
Equipment sales		1,051,832		1,173,739		29,612		246,205
Total	$	1,928,468	$	3,040,813	$	803,966	$	1,640,495

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

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

may

grant net payment terms.

Remaining Performance Obligations

Remaining performance obligations represent the aggregate transaction price allocated to performance obligations with an original contract term greater than

one

year that are fully or partially unsatisfied at the end of the period. The Company has elected to exclude contracts with customers with an original term of

one

year or less from remaining performance obligations, as these contracts are included within backlog.

As of

March 30, 2019,

the aggregate amount of the transaction price allocated to remaining unsatisfied performance obligations was

$1,195,763.

The Company expects to recognize revenue on the remaining performance obligations over the next

six

months.

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets) and deferred revenue, customer deposits and billings in excess of revenue recognized (contract liabilities) on the consolidated balance sheets.

Contract assets

- Most of the Company’s long-term contracts are billed as work progresses in accordance with the contracts’ terms and conditions, either at periodic intervals or upon achievement of certain milestones. This

may

cause billing to occur subsequent to revenue recognition, resulting in contract assets. In addition, certain contracts provide for monthly billings and cash collections, which are recorded independent of revenue recognition. These billings are contract assets and are generally classified as current assets in the consolidated balance sheet. Contract assets as of

March 30, 2019

and

September 29, 2018

consisted of accounts receivable of

$201,844

and

$532,493,

respectively. The decrease in contract assets during the

six

month period ended

March 30, 2019

is primarily the result of a decrease in monthly billing amounts under the contract. There were

no

impairment losses recognized on contract assets or receivables during the

three

or

six

month period ended

March 30, 2019.

Contract liabilities

- The Company often receives cash payments from customers in advance of the Company’s performance, resulting in contract liabilities. These contract liabilities are classified as either current or long-term in the consolidated condensed balance sheet based on the timing of when the Company expects to recognize revenue. As of

March 30, 2019

and at the date of adoption of ASC

606

of

September 30, 2018,

contract liabilities were

$1,248,659

and

$2,106,514,

respectively, and are included in deferred revenue in the accompanying consolidated balance sheets. Engineering services revenue of

$1,867,519

recognized during the

six

month period ended

March 30, 2019

was included in deferred revenue at

September 29, 2018.

The decrease in the contract liability balance during the

three

month period ended

March 30, 2019

is primarily the result of satisfying performance obligations in advance of cash payments received.

XML

Note 4 - Inventories

6 Months Ended

Mar. 30, 2019

Notes to Financial Statements

Inventory Disclosure [Text Block]

NOTE 4. Inventories

Inventories consisted of the following:

	March 30, 2019		September 29, 2018
Finished goods	$	-	$	-
Work in process		41,379		356,278
Raw materials		1,001,201		1,012,418
	$	1,042,580	$	1,368,696

XML

Note 5 - Income Taxes

6 Months Ended

Mar. 30, 2019

Notes to Financial Statements

Income Tax Disclosure [Text Block]

NOTE 5. Income Taxes

The Company has

not

recorded an income tax benefit on its net loss for the

six

month periods ended

March 30, 2019

and

March 31, 2018

due to its uncertain realizability. During previous fiscal years, the Company recorded a valuation allowance for the full amount of its net deferred tax assets since it could

not

predict the realization of these assets.

On

December 22, 2017,

the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law by the President of the United States. The Tax Act includes a number of changes, including the lowering of the U.S. corporate tax rate from

35%

to

21%,

effective

January 1, 2018.

The Company has determined and completed the accounting for certain income tax effects of the Tax Act to the current reporting period. Because the Company records a valuation allowance for its entire deferred income tax asset, there was

no

impact on the reported amounts in the unaudited consolidated financial statements included in this Quarterly Report on Form

10

-Q as a result of the Tax Act.

XML

Note 6 - Loss Per Share

6 Months Ended

Mar. 30, 2019

Notes to Financial Statements

Earnings Per Share [Text Block]

NOTE 6. Loss Per Share

Outstanding potentially dilutive stock options, which were

not

included in the net loss per share amounts as their effect would have been anti-dilutive, were as follows:

215,137

shares at

March 30, 2019

and

246,781

shares at

March 31, 2018.

XML

Note 7 - Major Customers and Export Sales

6 Months Ended

Mar. 30, 2019

Notes to Financial Statements

Concentration Risk Disclosure [Text Block]

NOTE 7. Major Customers and Export Sales

During the

three

months ended

March 30, 2019,

the Company had

two

customers that represented

94%

(

49%

&

45%,

respectively) of net revenue as compared to the

three

months ended

March 31, 2018,

during which

one

customer represented

97%

of net revenue. During the

six

month period ended

March 30, 2019,

the Company had

two

customers that represented

92%

(

61%

&

31%,

respectively) of net revenue as compared to the

six

months ended

March 31, 2018,

during which

one

customer represented

86%

of net revenue.

A breakdown of foreign and domestic net revenue for

first

three

and

six

months of fiscal

2019

and

2018

is as follows:

	March 30, 2019				March 31, 2018
	3 months		6 months		3 months		6 months
Domestic	$	1,821,788	$	2,844,465	$	803,966	$	1,511,437
Foreign		106,680		196,348		-		129,058
Total net revenue	$	1,928,468	$	3,040,813	$	803,966	$	1,640,495

The Company sold products into

two

countries during the

three

month period ended

March 30, 2019

and had

no

sales into foreign countries during the

three

month period ended

March 31, 2018.

The Company sold products into

three

countries during the

six

month period ended

March 30, 2019

and

four

countries during the

six

month period ended

March 31, 2018.

A sale is attributed to a foreign country based on the location of the contracting party. Domestic revenue

may

include the sale of products shipped through domestic resellers or manufacturers to international destinations. The table below summarizes foreign revenues by country as a percentage of total foreign revenue.

	March 30, 2019						March 31, 2018
	3 months			6 months			3 months		6 months
Philippines		-			5	%		-		54	%
Saudi Arabia		31	%		57	%		-		27	%
Jordan		-			-			-		10	%
Egypt		69	%		38	%		-		9	%

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

	March 30, 2019						March 31, 2018
	3 months			6 months			3 months		6 months
Mid-East and Africa		100	%		95	%		-		46	%
Far East		-			5	%		-		54	%

XML

Note 8 - Cash Equivalents and Marketable Securities

6 Months Ended

Mar. 30, 2019

Notes to Financial Statements

Cash and Cash Equivalents Disclosure [Text Block]

NOTE 8. Cash Equivalents and Marketable Securities

The Company considers all highly liquid instruments with an original maturity of

three

months or less to be cash equivalents. Cash equivalents are invested in money market mutual funds. Money market mutual funds held in a brokerage account are considered available for sale. The Company accounts for marketable securities in accordance with FASB ASC

320,

Investments—Debt and Equity Securities.

All marketable securities must be classified as

one

of the following: held to maturity, available for sale, or trading. The Company classifies its marketable securities as either available for sale or held to maturity.

Available for sale securities are carried at fair value, with unrealized holding gains and losses reported in stockholders’ equity as a separate component of accumulated other comprehensive income (loss). Held to maturity securities, of which there were

none

at

March 30, 2019

or

September 29, 2018,

are carried at amortized cost. The cost of securities sold is determined based on the specific identification method. Realized gains and losses, and declines in value judged to be other than temporary, are included in investment income.

As of

March 30, 2019,

available for sale securities consisted of the following:

			Gross Unrealized				Estimated
	Cost		Gains		Losses		Fair Value
Money market mutual funds	$	1,029,418	$	-	$	-	$	1,029,418

As of

September 29, 2018,

available for sale securities consisted of the following:

			Gross Unrealized				Estimated
	Cost		Gains		Losses		Fair Value
Money market mutual funds	$	1,020,039	$	-	$	-	$	1,020,039

XML

Significant Accounting Policies (Policies)

6 Months Ended

Mar. 30, 2019

Accounting Policies [Abstract]

Revenue from Contract with Customer [Policy Text Block]

Accounting Standards Recently Adopted - Revenue

In

May 2014,

the FASB issued Accounting Standards Update (“ASU”) 

No.

2014

-

09,

Revenue from Contracts with Customers (Topic

606

),

which superseded nearly all then-existing revenue recognition guidance. Subsequent to the issuance of Topic

606,

the FASB clarified the guidance through several Accounting Standard Updates; the collection of such revenue guidance is referred to herein as “ASC

606”.

The core principle of ASC

606

 is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

On

September 30, 2018,

the Company adopted ASC

606

using the modified retrospective method for all contracts. Results for reporting periods beginning

September 30, 2018

are presented under ASC

606,

while prior period amounts were

not

adjusted and continue to be reported in accordance with the Company’s historic accounting under Topic

605,

Revenue Recognition.

The adoption of ASC

606

did

not

have a significant impact on the Company’s unaudited consolidated financial statements as of and for the

three

and

six

month periods ended

March 30, 2019

and, as a result, comparisons of revenues and operating profit performance between periods are

not

affected by the adoption of this ASU. The adoption of ASC

606

did

not

change judgements or affect the determination of the amounts and timing of revenue, the timing of satisfaction of performance obligations, the transaction price or the amounts allocated to performance obligations. Refer to Note

3

for additional disclosures required by ASC

606.

The Company’s products consist of communications security solutions for critical voice, data and video networks for military, government and corporate/industrial applications. The Company derives revenue primarily from the sale of secure communications equipment and the provision of long-term engineering services. The Company’s typical contracts with customers do

not

contain variable consideration.

Revenue for long-term contracts of engineering services is generally recognized based upon the cost-to-cost measure of progress,

provided

that the Company meets the criteria associated with transferring control of the service over time. The Company transfers control of the service over time as the customer simultaneously receives and consumes the benefits provided by the Company’s performance. Long-term contracts for engineering services are fixed price contracts, which provide for monthly fixed payments. The transaction price is allocated based on the monthly costs incurred as compared to the total costs expected to be incurred. Revenue is recognized based on this allocation of the transaction price. We recognize revenue over time by measuring the progress toward complete satisfaction of the specific performance obligation using an input method that measures the costs incurred to date compared to the total costs expected to be incurred over the life of the contract. Management believes this method best depicts the Company’s performance in the transfer of services because it represents the level of efforts expended in providing those services and

appropriately reflects the value to the customer.

Equipment sales revenue is recognized when control of the promised products is transferred to the Company’s customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those products or services (the transaction price). For product sales, control transfers to the customer at a point in time. To indicate the transfer of control, the Company must have a present right to payment, legal title must have passed to the customer, the customer must have the significant risks and rewards of ownership and, where acceptance is

not

a formality, the customer must have accepted the product. The Company typically establishes pricing for products principally based on its established price book and/or quoted prices. The Company’s principal terms of sale are free on board (“FOB”) shipping point (Company facilities), or equivalent, and, as such, the Company primarily transfers control and records revenue for product sales upon shipment. Sales arrangements with delivery terms that are

not

FOB shipping point (Company facilities) are

not

recognized upon shipment and the transfer of control for revenue recognition is evaluated based on the associated shipping terms and customer obligations. If a performance obligation to the customer with respect to a sales transaction remains to be fulfilled following shipment (typically, installation or acceptance by the customer), revenue recognition for that performance obligation is deferred until such commitments have been fulfilled. Returns for products sold are estimated and recorded as a reduction of revenue at the time of sale. Product returns are estimated based on historical experience and known trends. Revenue for extended warranty, service and post-contract support is recognized based upon the period of time elapsed under the arrangement.

Costs to Obtain and Fulfill a Contract

The guidance in FASB ASC

340

-

40,

Other Assets and Deferred Costs – Contracts with Customers

provides additional capitalization, amortization and impairment requirements for certain costs associated with obtaining or fulfilling contracts subject to ASC

606.

The Company’s costs incurred to fulfill contracts have been immaterial to date.

Inventory, Policy [Policy Text Block]

Inventories

The Company values its inventory at the lower of cost (based on the

first

-in,

first

-out method) to purchase and/or manufacture and net realizable value (based on the estimated selling prices, less reasonably predictable costs of completion, disposal, and transportation) of the inventory. The Company periodically reviews inventory quantities on hand and records a provision for excess and/or obsolete inventory based primarily on estimated forecast of product demand, as well as historical usage. The Company evaluates the carrying value of inventory on a quarterly basis to determine whether the carrying value is in excess of net realizable value. To the extent that net realizable value is less than the associated carrying values, inventory carrying values are written down. In addition, the Company makes judgments as to future demand requirements and compares those with the current or committed inventory levels. Reserves are established for inventory levels that exceed expected future demand. It is possible that additional reserves above those already established

may

be required in the future if market conditions for the Company’s products should deteriorate.

Receivable [Policy Text Block]

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

no

allowance is currently needed, if the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances

may

be required, which would reduce net income.

In addition, if the Company becomes aware of a customer’s inability to meet its financial obligations, a specific write-off is recorded in that amount.

Income Tax, Policy [Policy Text Block]

Accounting for Income Taxes

The preparation of the unaudited consolidated financial statements requires management to estimate income taxes in each of the jurisdictions in which the Company operates, including those outside the United States, which

may

subject the Company to certain risks that ordinarily would

not

be expected in the United States. The income tax accounting process involves estimating actual current exposure together with assessing temporary differences resulting from differing treatments of items, such as inventory obsolescence and stock-based compensation, for tax and accounting purposes. These differences result in the recognition of deferred tax assets and liabilities. The Company must then record a valuation allowance to reduce the deferred tax assets to the amount that is more likely than

not

to be realized.

Significant management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets. At

March 30, 2019

and

September 29, 2018,

the Company recorded a full valuation allowance against net deferred tax assets of approximately

$4.0

million due to uncertainties related to the Company’s ability to realize these assets. The valuation allowance is based on estimates of taxable income by jurisdiction and the period over which deferred tax assets will be recoverable. In the event that actual results differ from these estimates or the Company adjusts these estimates in future periods, the Company

may

need to adjust the valuation allowance, which could materially impact the Company’s financial position and results of operations.

The Company follows FASB ASC

740

-

10,

Income Taxes

, relative to uncertain tax positions. This standard provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Uncertain tax positions must meet a recognition threshold of more-likely-than-

not

in order for those tax positions to be recognized in the financial statements.

Due to the nature of the Company’s current operations in foreign countries (selling products into these countries with the assistance of local representatives), the Company has

not

been subject to any foreign taxes in recent years, and it is

not

anticipated that it will be subject to foreign taxes in the near future.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value Measurements

In determining fair value measurements, the Company follows the provisions of FASB ASC

820,

Fair Value Measurements and Disclosures

. FASB ASC

820

defines fair value, establishes a framework for measuring fair value under GAAP and enhances disclosures about fair value measurements. The topic provides a consistent definition of fair value that focuses on an exit price, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The topic also prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information and establishes a

three

-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. At

March 30, 2019

and

September 29, 2018,

the carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued liabilities approximate fair value because of their short-term nature.

The

three

-level hierarchy is as follows:

Level 1 -   Pricing inputs are quoted prices available in active markets for identical assets or liabilities as of the measurement date.

Level 2 -   Pricing inputs are quoted prices for similar assets or liabilities, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data.

Level 3 -   Pricing inputs are unobservable for the assets or liabilities, that is, inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

In certain cases, the inputs used to measure fair value

may

fall into different levels of the fair value hierarchy. In such cases, an asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.  The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.

The Company’s available for sale securities consist of mutual funds held in money market funds in a brokerage account, which are classified as cash equivalents and measured at fair value. The Company historically also has had held to maturity securities, comprised of investments in municipal bonds and carried at amortized cost, although TCC did

not

hold any such held to maturity securities at

March 30, 2019

or

September 29, 2018.

The Company assesses the levels of the investments at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer in accordance with the Company’s accounting policy regarding the recognition of transfers between levels of the fair value hierarchy. During the

six

month period ended

March 30, 2019

and the fiscal year ended

September 29, 2018,

there were

no

transfers between levels.

The following table sets forth by level, within the fair value hierarchy, the assets measured at fair value on a recurring basis as of

March 30, 2019

and

September 29, 2018,

in accordance with the fair value hierarchy as defined above. As of

March 30, 2019

and

September 29, 2018,

the Company did

not

hold any assets classified as Level

2

or Level

3.

	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)
March 30, 2019
Cash Equivalents
Mutual funds:
Money market funds	$	1,029,418	$	1,029,418
Total mutual funds		1,029,418		1,029,418
Total assets	$	1,029,418	$	1,029,418
September 29, 2018
Cash Equivalents
Mutual funds:
Money market funds	$	1,020,039	$	1,020,039
Total mutual funds		1,020,039		1,020,039
Total assets	$	1,020,039	$	1,020,039

There were

no

assets or liabilities measured at fair value on a nonrecurring basis at

March 30, 2019

or

September 29, 2018.

Compensation Related Costs, Policy [Policy Text Block]

Stock-Based Compensation

Stock-based compensation cost is measured at the grant date based on the calculated fair value of the award. The expense is recognized over the participant’s requisite service period, generally the vesting period of the award. The related excess tax benefit received upon the exercise of stock options, if any, is reflected in the Company’s statement of cash flows as a financing activity. There were

no

excess tax benefits recorded during the

three

and

six

month periods ended

March 30, 2019

and

March 31, 2018.

The Company uses the Black-Scholes option pricing model as the method for determining the estimated fair value of its stock awards. The Black-Scholes method of valuation requires several assumptions: (

1

) the expected term of the stock award, (

2

) the expected future stock price volatility over the expected term, (

3

) a risk-free interest rate and (

4

) the expected dividend rate.

The expected term represents the expected period of time the Company believes the options will be outstanding based on historical information. Estimates of expected future stock price volatility are based on the historic volatility of the Company’s common stock, and the risk free interest rate is based on the U.S. Treasury Note rate. The Company utilizes a forfeiture rate based on an analysis of its actual experience. The forfeiture rate is

not

material to the calculation of share-based compensation. There were

no

options granted during either the

three

or

six

month periods ended

March 30, 2019

and

March 31, 2018.

The following table summarizes stock-based compensation costs included in the Company’s consolidated statements of operations for the

three

and

six

month periods ended

March 30, 2019

and

March 31, 2018:

	March 30, 2019				March 31, 2018
	3 months		6 months		3 months		6 months
Selling, general and administrative expenses	$	7,587		15,183	$	5,851		9,756
Product development expenses		1,197		2,401		352		624
Total share-based compensation expense before taxes	$	8,784	$	17,584	$	6,203	$	10,380

As of

March 30, 2019,

there was

$99,089

of unrecognized compensation expense related to options outstanding. The unrecognized compensation expense will be recognized over the remaining requisite service period. As of

March 30, 2019

the weighted average period over which the compensation expense is expected to be recognized is

3.4

years.

The Technical Communications Corporation

2005

Non-Statutory Stock Option Plan and

2010

Equity Incentive Plan were outstanding at

March 30, 2019.

There are an aggregate of

600,000

shares authorized for issuance under these plans, of which options to purchase

215,137

shares were outstanding at

March 30, 2019.

Vesting periods are at the discretion of the Board of Directors and typically range between

zero

and

five

years. Options under these plans are granted with an exercise price equal to fair market value at time of grant and have a term of

ten

years from the date of grant.

As of

March 30, 2019,

there were

224,563

shares available for grant under the

2010

Equity Incentive Plan. The

2005

Non-Statutory Stock Option Plan has expired and options are

no

longer available for grant under such plan.

The following table summarizes stock option activity during the

first

six

months of fiscal

2019:

	Options Outstanding
	Number of Shares									Weighted Average		Weighted Average Contractual Life
	Unvested			Vested			Total			Exercise Price		(in years)
Outstanding, September 29, 2018		44,700			182,437			227,137		$	8.50		3.76
Grants		-			-			-
Vested		-			-			-
Exercises		-			-			-
Cancellations/forfeitures		-			(3,500	)		(3,500	)		4.95
Outstanding, December 29, 2018		44,700			178,937			223,637		$	8.50		3.51
Grants		-			-			-
Vested		(6,300	)		6,300			-
Exercises		-			-			-
Cancellations/forfeitures		-			(8,500	)		(8,500	)		4.92
Outstanding, March 30, 2019		38,400			176,737			215,137		$	8.70		3.45

Information related to the stock options vested and expected to vest as of

March 30, 2019

is as follows:

Range of Exercise Prices			Number of Shares		Weighted-Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Exercisable Number of Shares		Exercisable Weighted- Average Exercise Price
$2.01	-	$ 3.00		25,200		7.65	$	2.69		9,800	$	2.73
$3.01	-	$4.00		6,000		9.60		3.80		1,200		3.80
$4.01	-	$5.00		18,500		5.16		4.31		12,500		4.41
$5.01	-	$ 10.00		51,000		4.80		7.80		38,800		7.96
$10.01	-	$ 15.00		114,437		1.76		11.40		114,437		11.40
				215,137		3.45	$	8.70		176,737	$	9.56

The aggregate intrinsic value of the Company’s “in-the-money” outstanding and exercisable options as of

March 30, 2019

and

March 31, 2018

was

$0

and

$34,795,

respectively. Nonvested stock options are subject to the risk of forfeiture until the fulfillment of specified conditions.

New Accounting Pronouncements, Policy [Policy Text Block]

New Accounting Pronouncements

ASU

No.

2016

-

02,

Leases

In

February 2016,

the FASB issued guidance with respect to leases. This ASU requires an entity

to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after 

December 15, 2018,

including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the potential impact this standard will have on the financial statements and related disclosure

and believes that the most notable impact to the financial statements upon adoption will be the recognition of a right-of-use asset and a lease liability for the Company’s leased real

property in Concord, MA. The Company expects to adopt this standard during its fiscal year

2020.

Other recent accounting pronouncements were issued by the FASB (including its Emerging Issues Task Force) and the SEC during the

first

six

months of the Company’s

2019

fiscal year but such pronouncements are

not

believed by management to have a material impact on the Company’s present or future financial statements

.

XML

Note 2 - Summary of Significant Accounting Policies and Significant Judgments and Estimates (Tables)

6 Months Ended

Mar. 30, 2019

Notes Tables

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)
March 30, 2019
Cash Equivalents
Mutual funds:
Money market funds	$	1,029,418	$	1,029,418
Total mutual funds		1,029,418		1,029,418
Total assets	$	1,029,418	$	1,029,418
September 29, 2018
Cash Equivalents
Mutual funds:
Money market funds	$	1,020,039	$	1,020,039
Total mutual funds		1,020,039		1,020,039
Total assets	$	1,020,039	$	1,020,039

Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]

	March 30, 2019				March 31, 2018
	3 months		6 months		3 months		6 months
Selling, general and administrative expenses	$	7,587		15,183	$	5,851		9,756
Product development expenses		1,197		2,401		352		624
Total share-based compensation expense before taxes	$	8,784	$	17,584	$	6,203	$	10,380

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

	Options Outstanding
	Number of Shares									Weighted Average		Weighted Average Contractual Life
	Unvested			Vested			Total			Exercise Price		(in years)
Outstanding, September 29, 2018		44,700			182,437			227,137		$	8.50		3.76
Grants		-			-			-
Vested		-			-			-
Exercises		-			-			-
Cancellations/forfeitures		-			(3,500	)		(3,500	)		4.95
Outstanding, December 29, 2018		44,700			178,937			223,637		$	8.50		3.51
Grants		-			-			-
Vested		(6,300	)		6,300			-
Exercises		-			-			-
Cancellations/forfeitures		-			(8,500	)		(8,500	)		4.92
Outstanding, March 30, 2019		38,400			176,737			215,137		$	8.70		3.45

Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Table Text Block]

Range of Exercise Prices			Number of Shares		Weighted-Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Exercisable Number of Shares		Exercisable Weighted- Average Exercise Price
$2.01	-	$ 3.00		25,200		7.65	$	2.69		9,800	$	2.73
$3.01	-	$4.00		6,000		9.60		3.80		1,200		3.80
$4.01	-	$5.00		18,500		5.16		4.31		12,500		4.41
$5.01	-	$ 10.00		51,000		4.80		7.80		38,800		7.96
$10.01	-	$ 15.00		114,437		1.76		11.40		114,437		11.40
				215,137		3.45	$	8.70		176,737	$	9.56

XML

Note 3 - Revenue (Tables)

6 Months Ended

Mar. 30, 2019

Notes Tables

Disaggregation of Revenue [Table Text Block]

	March 30, 2019				March 31, 2018
	3 months		6 months		3 months		6 months
Engineering services	$	877,080	$	1,867,519	$	774,354	$	1,394,290
Equipment sales		1,051,388		1,173,294		29,612		246,205
Total	$	1,928,468	$	3,040,813	$	803,966	$	1,640,495

XML

Note 4 - Inventories (Tables)

6 Months Ended

Mar. 30, 2019

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	March 30, 2019		September 29, 2018
Finished goods	$	-	$	-
Work in process		41,379		356,278
Raw materials		1,001,201		1,012,418
	$	1,042,580	$	1,368,696

XML

Note 7 - Major Customers and Export Sales (Tables)

6 Months Ended

Mar. 30, 2019

Notes Tables

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

	March 30, 2019				March 31, 2018
	3 months		6 months		3 months		6 months
Domestic	$	1,821,788	$	2,844,465	$	803,966	$	1,511,437
Foreign		106,680		196,348		-		129,058
Total net revenue	$	1,928,468	$	3,040,813	$	803,966	$	1,640,495

Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block]

	March 30, 2019						March 31, 2018
	3 months			6 months			3 months		6 months
Philippines		-			5	%		-		54	%
Saudi Arabia		31	%		57	%		-		27	%
Jordan		-			-			-		10	%
Egypt		69	%		38	%		-		9	%

	March 30, 2019						March 31, 2018
	3 months			6 months			3 months		6 months
Mid-East and Africa		100	%		95	%		-		46	%
Far East		-			5	%		-		54	%

XML

Note 8 - Cash Equivalents and Marketable Securities (Tables)

6 Months Ended

Mar. 30, 2019

Notes Tables

Schedule of Available-for-sale Securities Reconciliation [Table Text Block]

			Gross Unrealized				Estimated
	Cost		Gains		Losses		Fair Value
Money market mutual funds	$	1,029,418	$	-	$	-	$	1,029,418

			Gross Unrealized				Estimated
	Cost		Gains		Losses		Fair Value
Money market mutual funds	$	1,020,039	$	-	$	-	$	1,020,039

XML

Note 1 - Description of the Business and Basis of Presentation (Details Textual) - USD ($)	Mar. 30, 2019	Sep. 29, 2018
Retained Earnings (Accumulated Deficit), Ending Balance	$ (2,861,339)	$ (2,786,356)

XML

Note 2 - Summary of Significant Accounting Policies and Significant Judgments and Estimates (Details Textual) - USD ($)	3 Months Ended			6 Months Ended
	Mar. 30, 2019	Dec. 29, 2018	Mar. 31, 2018	Mar. 30, 2019	Mar. 31, 2018	Sep. 29, 2018
Accounts Receivable, Allowance for Credit Loss, Ending Balance	$ 0			$ 0		$ 0
Deferred Tax Assets, Valuation Allowance, Total	4,000,000			4,000,000		4,000,000
Debt Securities, Held-to-maturity, Total	0			0		0
Share-based Payment Arrangement, Expense, Tax Benefit	$ 0		$ 0	$ 0	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	0		0	0	0
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount	$ 99,089			$ 99,089
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition				3 years 146 days
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	600,000			600,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	215,137			215,137
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period				10 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	$ 0		$ 34,795	$ 0	$ 34,795
Equity Incentive Plan 2010 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	224,563			224,563
Non-Statutory Stock Option Plan 2005 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	0			0
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period				0 years
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period				5 years
Fair Value, Nonrecurring [Member]
Assets, Fair Value Disclosure	$ 0			$ 0		0
Financial and Nonfinancial Liabilities, Fair Value Disclosure	0			0		0
Fair Value, Inputs, Level 2 [Member]
Assets, Fair Value Disclosure	0			0		0
Fair Value, Inputs, Level 3 [Member]
Assets, Fair Value Disclosure	$ 0			$ 0		$ 0

XML

Note 2 - Summary of Significant Accounting Policies and Significant Judgments and Estimates - Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($)	Mar. 30, 2019	Sep. 29, 2018
Cash Equivalents	$ 1,029,418	$ 1,020,039
Total assets	1,029,418	1,020,039
Fair Value, Inputs, Level 1 [Member]
Cash Equivalents	1,029,418	1,020,039
Total assets	1,029,418	1,020,039
Money Market Funds [Member]
Cash Equivalents	1,029,418	1,020,039
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Cash Equivalents	$ 1,029,418	$ 1,020,039

XML

Note 2 - Summary of Significant Accounting Policies and Significant Judgments and Estimates - Stock-based Compensation Costs (Details) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 30, 2019	Mar. 31, 2018	Mar. 30, 2019	Mar. 31, 2018
Total stock-based compensation expense before taxes	$ 8,784	$ 6,203	$ 17,584	$ 10,380
Selling, General and Administrative Expenses [Member]
Total stock-based compensation expense before taxes	7,587	5,851	15,183	9,756
Product Development Expenses [Member]
Total stock-based compensation expense before taxes	$ 1,197	$ 352	$ 2,401	$ 624

XML

Note 2 - Summary of Significant Accounting Policies and Significant Judgments and Estimates - Stock Option Activity (Details) - $ / shares	3 Months Ended			6 Months Ended		12 Months Ended
	Mar. 30, 2019	Dec. 29, 2018	Mar. 31, 2018	Mar. 30, 2019	Mar. 31, 2018	Sep. 29, 2018
Outstanding, unvested (in shares)	44,700	44,700		44,700
Outstanding, vested (in shares)	178,937	182,437		182,437
Outstanding (in shares)	223,637	227,137		227,137
Outstanding, weighted average exercise price (in dollars per share)	$ 8.50	$ 8.50		$ 8.50
Outstanding, weighted average contractual life (Year)	3 years 164 days	3 years 186 days				3 years 277 days
Grants, unvested (in shares)	0		0	0	0
Grants, vested (in shares)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	0		0	0	0
Grants, weighted average exercise price (in dollars per share)
Vested, unvested (in shares)	(6,300)
Vested, vested (in shares)	6,300
Vested, weighted average exercise price (in dollars per share)
Exercises, unvested (in shares)
Exercises, vested (in shares)
Exercises (in shares)
Exercises, weighted average exercise price (in dollars per share)
Cancellations/forfeitures, unvested (in shares)
Cancellations/forfeitures, vested (in shares)	8,500	(3,500)
Cancellations/forfeitures (in shares)	(8,500)	(3,500)
Cancellations/forfeitures, weighted average exercise price (in dollars per share)	$ 4.92	$ 4.95
Exercises, vested (in shares)
Cancellations/forfeitures, vested (in shares)	(8,500)	3,500
Outstanding, unvested (in shares)	38,400	44,700		38,400		44,700
Outstanding, vested (in shares)	176,737	178,937		176,737		182,437
Outstanding (in shares)	215,137	223,637		215,137		227,137
Outstanding, weighted average exercise price (in dollars per share)	$ 8.70	$ 8.50		$ 8.70		$ 8.50

XML

Note 2 - Summary of Significant Accounting Policies and Significant Judgments and Estimates - Stock Options Vested and Expected to Vest (Details)	6 Months Ended
	Mar. 30, 2019 $ / shares shares
Number of shares (in shares) | shares	215,137
Weighted-average remaining contractual life (Year)	3 years 164 days
Weighted average exercise price (in dollars per share)	$ 8.70
Exercisable number of shares (in shares) | shares	176,737
Exercisable weighted- average exercise price (in dollars per share)	$ 9.56
Range One [Member]
Range of exercise prices, lower (in dollars per share)	2.01
Range of exercise prices, upper (in dollars per share)	$ 3
Number of shares (in shares) | shares	25,200
Weighted-average remaining contractual life (Year)	7 years 237 days
Weighted average exercise price (in dollars per share)	$ 2.69
Exercisable number of shares (in shares) | shares	9,800
Exercisable weighted- average exercise price (in dollars per share)	$ 2.73
Range Two [Member]
Range of exercise prices, lower (in dollars per share)	3.01
Range of exercise prices, upper (in dollars per share)	$ 4
Number of shares (in shares) | shares	6,000
Weighted-average remaining contractual life (Year)	9 years 219 days
Weighted average exercise price (in dollars per share)	$ 3.80
Exercisable number of shares (in shares) | shares	1,200
Exercisable weighted- average exercise price (in dollars per share)	$ 3.80
Range Three [Member]
Range of exercise prices, lower (in dollars per share)	4.01
Range of exercise prices, upper (in dollars per share)	$ 5
Number of shares (in shares) | shares	18,500
Weighted-average remaining contractual life (Year)	5 years 58 days
Weighted average exercise price (in dollars per share)	$ 4.31
Exercisable number of shares (in shares) | shares	12,500
Exercisable weighted- average exercise price (in dollars per share)	$ 4.41
Range Four [Member]
Range of exercise prices, lower (in dollars per share)	5.01
Range of exercise prices, upper (in dollars per share)	$ 10
Number of shares (in shares) | shares	51,000
Weighted-average remaining contractual life (Year)	4 years 292 days
Weighted average exercise price (in dollars per share)	$ 7.80
Exercisable number of shares (in shares) | shares	38,800
Exercisable weighted- average exercise price (in dollars per share)	$ 7.96
Range Five [Member]
Range of exercise prices, lower (in dollars per share)	10.01
Range of exercise prices, upper (in dollars per share)	$ 15
Number of shares (in shares) | shares	114,437
Weighted-average remaining contractual life (Year)	1 year 277 days
Weighted average exercise price (in dollars per share)	$ 11.40
Exercisable number of shares (in shares) | shares	114,437
Exercisable weighted- average exercise price (in dollars per share)	$ 11.40

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Note 3 - Revenue 1 (Details Textual) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 30, 2019	Mar. 31, 2018	Mar. 30, 2019	Mar. 31, 2018	Sep. 30, 2018	Sep. 29, 2018
Accounts Receivable, after Allowance for Credit Loss, Current, Total	$ 201,844		$ 201,844			$ 532,493
Contract with Customer, Liability, Current	1,248,659		1,248,659		$ 2,106,514	$ 2,106,514
Revenue from Contract with Customer, Including Assessed Tax	1,928,468	$ 803,966	3,040,813	$ 1,640,495
Engineering Services [Member]
Revenue from Contract with Customer, Including Assessed Tax	$ 877,080	$ 774,354	$ 1,867,519	$ 1,394,290

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Note 3 - Revenue 2 (Details Textual) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-03-31	Mar. 30, 2019 USD ($)
Revenue, Remaining Performance Obligation, Amount	$ 1,195,763
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	180 days

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Note 3 - Revenue - Disaggregation By Revenue (Details) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 30, 2019	Mar. 31, 2018	Mar. 30, 2019	Mar. 31, 2018
Revenue from Contract with Customer, Including Assessed Tax	$ 1,928,468	$ 803,966	$ 3,040,813	$ 1,640,495
Engineering Services [Member]
Revenue from Contract with Customer, Including Assessed Tax	877,080	774,354	1,867,519	1,394,290
Equipment Sales [Member]
Revenue from Contract with Customer, Including Assessed Tax	$ 1,051,388	$ 29,612	$ 1,173,294	$ 246,205

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Note 4 - Inventories - Schedule of Inventory (Details) - USD ($)	Mar. 30, 2019	Sep. 29, 2018
Finished goods
Work in process	41,379	356,278
Raw materials	1,001,201	1,012,418
	$ 1,042,580	$ 1,368,696

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Note 5 - Income Taxes (Details Textual) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Dec. 30, 2017	Mar. 30, 2019	Mar. 31, 2018
Income Tax Expense (Benefit), Total		$ 0	$ 0
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	35.00%	21.00%

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Note 6 - Loss Per Share (Details Textual) - shares	6 Months Ended
	Mar. 30, 2019	Mar. 31, 2018
Share-based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	215,137	246,781

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Note 7 - Major Customers and Export Sales (Details Textual)	3 Months Ended		6 Months Ended
	Mar. 30, 2019	Mar. 31, 2018	Mar. 30, 2019	Mar. 31, 2018
Number of Countries in Which Products are Sold	2	0	3	4
Customer Concentration Risk [Member] | Revenue Benchmark [Member]
Number of Major Customers	2	1	2	1
Concentration Risk, Percentage	94.00%		92.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | One Customer [Member]
Concentration Risk, Percentage	49.00%	97.00%	61.00%	86.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Two Customer [Member]
Concentration Risk, Percentage	45.00%		31.00%

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Note 7 - Major Customers and Export Sales - Foreign and Domestic Net Sales (Details) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 30, 2019	Mar. 31, 2018	Mar. 30, 2019	Mar. 31, 2018
Revenue from Contract with Customer, Including Assessed Tax	$ 1,928,468	$ 803,966	$ 3,040,813	$ 1,640,495
Domestic [Member]
Revenue from Contract with Customer, Including Assessed Tax	1,821,788	803,966	2,844,465	1,511,437
Foreign [Member]
Revenue from Contract with Customer, Including Assessed Tax	$ 106,680		$ 196,348	$ 129,058

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Note 7 - Major Customers and Export Sales - Foreign Revenue (Details)	3 Months Ended		6 Months Ended
	Mar. 30, 2019	Mar. 31, 2018	Mar. 30, 2019	Mar. 31, 2018
PHILIPPINES
Foreign revenue by country			5.00%	54.00%
Mid-East and Africa [Member]
Foreign revenue by geographical area	100.00%		95.00%	46.00%
SAUDI ARABIA
Foreign revenue by country	31.00%		57.00%	27.00%
Far East [Member]
Foreign revenue by geographical area			5.00%	54.00%
JORDAN
Foreign revenue by country				10.00%
EGYPT
Foreign revenue by country	69.00%		38.00%	9.00%

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Note 8 - Cash Equivalents and Marketable Securities (Details Textual) - USD ($)	Mar. 30, 2019	Sep. 29, 2018
Debt Securities, Held-to-maturity, Total	$ 0	$ 0

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Note 8 - Cash Equivalents and Marketable Securities - Available for Sale Securities (Details) - Money Market Funds [Member] - USD ($)	Mar. 30, 2019	Sep. 29, 2018
Available for sale, cost	$ 1,029,418	$ 1,020,039
Available for sale, gains
Available for sale, losses
Available for sale, estimated fair value	$ 1,029,418	$ 1,020,039