0001157523-13-002357.txt : 20130506 0001157523-13-002357.hdr.sgml : 20130506 20130506082949 ACCESSION NUMBER: 0001157523-13-002357 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130504 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130506 DATE AS OF CHANGE: 20130506 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: 001-34816 FILM NUMBER: 13814525 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 a50625545.htm 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)

May 4, 2013

Technical Communications Corporation

(Exact name of registrant as specified in its charter)

Massachusetts

001-34816

04-2295040

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

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:

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 1.01 Entry into a Material Definitive Agreement

On May 4, 2013, Technical Communications Corporation received a contract valued at approximately $3.6 million from U.S. Army, Communications and Electronics Command (“CECOM”) to upgrade the DSD 72A-SP military bulk encryption system currently in use securing military strategic-level communications for the Government of Egypt. The order is for the shipment of upgrade kits, various cables, test equipment and training. A copy of the press release dated May 6, 2013 describing such contract is attached as Exhibit 99.1 to this report and incorporated herein.

Item 2.02 Results of Operations and Financial Condition.

On May 6, 2013, Technical Communications Corporation announced its financial results for the quarter ended March 30, 2013.  A copy of the press release dated May 6, 2013 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. Shell company transactions.         Not applicable

d. 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 otherwise subject to the liabilities of that section, 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 May 6, 2013

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:

May 6, 2013 By:

/s/ Carl H. Guild, Jr.

      Carl H. Guild, Jr.

      President and Chief Executive Officer

EX-99.1 2 a50625545ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Technical Communications Corporation Reports Second Fiscal Quarter 2013 Results; Announces $3.6 Million Contract

CONCORD, Mass.--(BUSINESS WIRE)--May 6, 2013--Technical Communications Corporation (NasdaqCM: TCCO) today announced its results for the three and six months ended March 30, 2013. For the second quarter of the Company’s 2013 fiscal year, the Company reported a net loss of ($328,000), or ($0.18) per share, on revenue of $546,000, compared to a net loss of ($366,000), or ($0.20) per share, on revenue of $1,617,000 for the quarter ended March 24, 2012. For the six months ended March 30, 2013, the Company reported a net loss of ($638,000), or ($0.35) per share, on revenue of $2,142,000, compared to net income of $563,000, or $0.31 per share, on revenue of $6,057,000 for the six months ended March 24, 2012.

Commenting on corporate performance, Carl H. Guild, Jr., President and Chief Executive Officer of TCC, said, “Our results are consistent with previously announced expectations of slower growth related to the delay of certain expected contracts. Although we do see some improvement in securing new business, some contract delays are still expected. With the substantial completion of certain product development efforts, we have increased our emphasis on marketing and have received positive responses. We expect to see increased field demonstrations and operational testing of our new radio and network security products during the remainder of 2013 and throughout the following year.”

Contract Award

Mr. Guild added, “Additionally, we are pleased to announce that on May 4, 2013, we received a $3.6 million foreign military sales (FMS) contract from the U.S. Army Communications and Electronics Command (CECOM) to upgrade the DSD 72A-SP military bulk encryption system currently in use securing strategic-level, military communications for the Government of Egypt.

Under this contract, TCC will provide upgrade kits which enable the DSD 72A-SP to function with next-generation radios. The upgrade also enables the 72A Crypto Management System to communicate via an Ethernet IP link. TCC will also provide test equipment and training services both at TCC’s facility in Concord, MA as well as in-country. Delivery of the equipment is expected to be completed by the end of this fiscal year. Future follow-on sales are expected as this customer proceeds to upgrade the balance of its network. These feature and performance upgrades are expected to expand the capability of the DSD 72A-SP encryption system and are available to all new and existing customers.”


About Technical Communications Corporation

For over 50 years, TCC has specialized in superior-grade secure communications systems and customized solutions, supporting our CipherONE® best-in-class criteria, to protect highly sensitive voice, data and video transmitted over a wide range of networks. Government entities, military agencies and corporate enterprises in 115 countries rely on TCC's proven security to protect their communications. Learn more: www.tccsecure.com.

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 and expand product lines and market share, constitute 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 results may differ significantly from the results expressed or implied by such forward-looking statements. The Company's 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 its Quarterly Report on Form 10-Q for the quarter ended December 29, 2012 and the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2012.


 

Technical Communications Corporation

 

Condensed consolidated income statements

       

Quarter Ended

(Unaudited)

             

03/30/2013

       

03/24/2012

Net sales             $ 546,000         $ 1,617,000
Gross profit             489,000         1,334,000
S, G & A expense             693,000         749,000
Product development costs             789,000         878,000
Operating loss             (993,000)         (293,000)
Income tax (benefit) expense             (656,000)         76,000
Net (loss) income             (328,000)         (366,000)
Net (loss) income per share:                        
Basic             $ (0.18)         $ (0.20)
Diluted             $ (0.18)         $ (0.20)
       

 

                   

Six Months Ended

(Unaudited)

 
             

03/30/2013

       

03/24/2012

Net sales             $ 2,142,000         $ 6,057,000
Gross profit             1,591,000         4,639,000
S, G & A expense             1,471,000         1,737,000
Product development costs             1,645,000         1,949,000
Operating (loss) income             (1,524,000)         953,000
Income tax (benefit) expense             (870,000)         393,000
Net (loss) income             (638,000)         563,000
Net (loss) income per share:                        
Basic             $ (0.35)         $ 0.31
Diluted             $ (0.35)         $ 0.30
 
                   

Condensed consolidated balance sheets

 
             

03/30/2013
(Unaudited)

       

09/29/2012
(derived from audited
financial statements)

Cash and marketable securities             $ 5,945,000         $ 6,725,000
Accounts receivable, net             840,000         1,381,000
Inventory             2,573,000         2,633,000
Deferred & refundable income taxes             1,992,000         1,477,000
Other current assets             287,000         171,000
Total current assets             11,637,000         12,387,000
Property and equipment, net             401,000         453,000
Total assets             $ 12,038,000         $ 12,840,000
                         
Accounts payable             142,000         167,000
Accrued expenses and other current liabilities             460,000         546,000
Total current liabilities             602,000         713,000
Total stockholders’ equity             11,436,000         12,127,000
Total liabilities and stockholders’ equity             $ 12,038,000         $ 12,840,000
 

CONTACT:
Technical Communications Corporation
Michael P. Malone, 978-287-5100
Chief Financial Officer
www.tccsecure.com