-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H6OnRe8b+KlrC2P6zAciOEkGQJ9+R/wT9PH0WHaWK6oX6Bub0Jyi4BR3nN9wB/ky b42ugpKU47LIyCn9zoWP+Q== 0001157523-05-004075.txt : 20050429 0001157523-05-004075.hdr.sgml : 20050429 20050429163253 ACCESSION NUMBER: 0001157523-05-004075 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050429 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050429 DATE AS OF CHANGE: 20050429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TECHNICAL COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000096699 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 042295040 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08588 FILM NUMBER: 05786471 BUSINESS ADDRESS: STREET 1: 100 DOMINO DR CITY: CONCORD STATE: MA ZIP: 01742 BUSINESS PHONE: 9782875100 MAIL ADDRESS: STREET 1: 100 DOMINO DRIVE CITY: CONCORD STATE: MA ZIP: 01742-2892 8-K 1 a4877264.txt TECHNICAL COMMUNICATIONS CORPORATION 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 29, 2005 -------------------------------- Technical Communications Corporation (Exact name of registrant as specified in its charter) Massachusetts 0-8588 04-2295040 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 100 Domino Drive, Concord, MA 01742 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (978) 287-5100 ----------------------------- Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition. On April 29, 2005, Technical Communications Corporation announced its financial results for the fiscal quarter ended March 26, 2005. A copy of the press release dated April 29, 2005 describing such results is attached as Exhibit 99.1 to this report and incorporated herein. Item 9.01 Financial Statements and Exhibits. a. Financial statements of businesses acquired. Not applicable. b. Pro forma financial information. Not applicable. c. Exhibits. The following exhibit is furnished pursuant to Item 2.02 hereof, and the information contained in this report and such exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly stated therein. Exhibit No. Title ----------- ----- 99.1 Press Release dated April 29, 2005 SIGNATURE 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 hereunto duly authorized. Technical Communications Corporation Dated: April 29, 2005 By: /s/ Carl H. Guild, Jr. ------------------------------------- Carl H. Guild, Jr. President and Chief Executive Officer EX-99.1 2 a4877264ex991.txt EXHIBIT 99.1 Exhibit 99.1 TECHNICAL COMMUNICATIONS CORPORATION Reports Results for Second Fiscal Quarter Ended March 26, 2005 CONCORD, Mass.--(BUSINESS WIRE)--April 29, 2005--Technical Communications Corporation (OTC BB: TCCO.OB) today announced its results for its second quarter of fiscal 2005. The Company reported revenue of $555,000 and a net loss of $437,000, or $0.32 per share, for the quarter ended March 26, 2005, as compared to revenue of $1,106,000 and net income of $265,000, or $0.20 per share, for the same period in fiscal 2004. For the six months ended March 26, 2005, the Company reported a net loss of $319,000, or $0.24 per share, on revenue of $1,742,000, as compared to net income of $356,000, or $0.27 per share, on revenue of $2,160,000 for the same period in fiscal 2004. Commenting on corporate performance, Mr. Guild said, "Our revenues and profit performance in the second quarter of fiscal 2005, although not adequate, were consistent with our expectations as reported in our first quarter earnings release. The foreign procurement delays we had been experiencing are starting to abate and we believe both current backlog and order flow are improving. During the quarter, TCC received an amendment to an engineering services contract that is expected to generate revenue of approximately $600,000 through the end of the fiscal year. The delay in the deliveries on the significant contract originally anticipated in the second quarter has been resolved and we now expect that the product will ship by the end of the current fiscal year. The shortfall in revenues and profits is expected to continue into the third quarter with some improvement anticipated by the fourth quarter." Mr. Guild continued, "The long range view of our order pipeline suggests that future fiscal years will provide revenue opportunities that will maintain profitability. Driven by international requirements for upgraded and expanded secure communications, TCC systems are in the process of being qualified for national service in several new countries. We continue to expect that successful completion of these trials in 2005 and 2006 will establish expanded markets for TCC. However, due to the unpredictable nature of our international customers' national budgets and ordering cycles, we anticipate variability in revenues and profits on a quarter to quarter basis." The Company reported that on February 7, 2005, at its Annual Shareholders Meeting, TCC displayed its first secure wireless product, CipherTalk(TM)-8000, a high security GSM tri-band cellular phone embedded in a Pocket PC small enough to fit in your shirt pocket. The phone provides end-to-end AES encryption with public key exchange convenience. It is expected that the CipherTalk-8000 will be attractive to the many international governments, agencies and enterprises that have high-valued cellular communications. In the future, TCC expects to expand the wireless product line to both maintain a cutting edge feel and to accommodate those customers who require customized secure communications. About Technical Communications Corporation TCC designs, manufactures, and supports superior grade secure communications systems that protect highly sensitive information transmitted over a wide range of data, voice and fax networks. TCC's security solutions protect information privacy on every continent in over 100 countries. Government agencies, militaries, financial institutions, telecommunications carriers and multinational corporations worldwide rely on TCC to protect their communications networks. Statements made in this press release, including any discussion of our anticipated operating results, financial condition and earnings, including statements about the Company's ability to achieve and sustain growth and profitability, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements, identified by the use of such terms as "anticipates," "believes," "expects," "may," "plans" and "estimates," among others, involve known and unknown risks. The Company's operating results may differ significantly from the results expressed or implied by such forward-looking statements. The Company's operating results may be affected by many factors, including but not limited to future changes in export laws or regulations, changes in technology, the effect of foreign political unrest, the ability to hire, retain and motivate technical, management and sales personnel, the risks associated with the technical feasibility and market acceptance of new products, changes in telecommunications protocols, the effects of changing costs, exchange rates and interest rates, and the Company's ability to secure adequate capital resources. These and other risks are detailed from time to time in the Company's filings with the Securities and Exchange Commission, including the Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended December 25, 2004 and the Company's Annual Report on Form 10-KSB for the fiscal year ended September 25, 2004. Technical Communications Corporation Condensed consolidated income statements Quarter ended (unaudited) 3/26/05 3/27/04 ------------ ------------ Net sales $ 555,000 $ 1,106,000 Gross profit 238,000 657,000 S, G & A expense 386,000 320,000 Product development costs 306,000 106,000 Operating income (loss) (454,000) 231,000 Net income (loss) $ (437,000) $ 265,000 Net income (loss) per share: Basic $ (0.32) $ 0.20 Diluted $ (0.32) $ 0.17 Six months ended (unaudited) 3/26/05 3/27/04 ------------ ------------ Net sales $ 1,742,000 $ 2,160,000 Gross profit 1,050,000 1,158,000 S, G & A expense 841,000 683,000 Product development costs 555,000 155,000 Operating income (loss) (346,000) 320,000 Net income (loss) $ (319,000) $ 356,000 Net income (loss) per share: Basic $ (0.24) $ 0.20 Diluted $ (0.24) $ 0.17 Condensed consolidated balance sheets 3/26/05 9/25/04 (unaudited) ------------ ------------ Cash $ 1,791,000 $ 2,238,000 Accounts receivable, net 265,000 330,000 Inventory 1,273,000 1,247,000 Other current assets 78,000 178,000 ------------ ------------ Total current assets 3,407,000 3,993,000 Property and equipment, net 110,000 77,000 ------------ ------------ Total assets $ 3,517,000 $4,070,000 ============ ============ Accounts payable $ 119,000 $ 166,000 Accrued expenses and other current liabilities 376,000 579,000 ------------ ------------ Total current liabilities 495,000 745,000 Total stockholders' equity 3,022,000 3,325,000 ------------ ------------ Total liabilities and stockholders' equity $3,517,000 $4,070,000 ============ ============ CONTACT: Technical Communications Corporation Michael P. Malone, 978-287-5100 Chief Financial Officer www.tccsecure.com -----END PRIVACY-ENHANCED MESSAGE-----