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 3, 2012
Technical Communications Corporation
(Exact name of registrant as specified in its charter)
Massachusetts |
0-8588 |
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 2.02. Results of Operations and Financial Condition.
On May 8, 2012, Technical Communications Corporation announced its financial results for the fiscal quarter ended March 24, 2012. A copy of the press release dated May 8, 2012 describing such results is attached as Exhibit 99.1 to this report and incorporated herein.
Item 8.01. Other Events.
On May 3, 2012, the Board of Directors of Technical Communications Corporation declared a dividend of $0.10 per share of common stock payable on June 15, 2012 in cash to all shareholders of record on June 1, 2012. A copy of the press release dated May 8, 2012 describing such dividend declaration 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 8, 2012
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
(Registrant) |
||
| May 8, 2012
(Date) |
/s/ CARL H. GUILD, JR.
Carl H. Guild, Jr. President and Chief Executive Officer |
EXHIBIT 99.1
CONCORD, Mass., May 8, 2012 (GLOBE NEWSWIRE) -- Technical Communications Corporation (Nasdaq:TCCO), today announced its results for the three and six months ended March 24, 2012. For the second quarter of the Company's 2012 fiscal year, the Company reported a net loss of ($366,000), or ($0.20) per share, on revenue of $1,617,000, as compared to net income of $515,000, or $0.28 per share, on revenue of $3,107,000 for the quarter ended March 26, 2011. For the six months ended March 24, 2012, the Company reported net income of $563,000, or $0.31 per share, on revenue of $6,057,000, as compared to net income of $1,014,000, or $0.56 per share, on revenue of $5,842,000 for the six months ended March 26, 2011.
Technical Communications Corporation today also announced that its Board of Directors has declared a dividend of $0.10 per share of common stock outstanding. The dividend is payable in cash on June 15, 2012 to all shareholders of record on June 1, 2012.
Commenting on corporate performance, Carl H. Guild, Jr., President and Chief Executive Officer of TCC, said, "The lower than expected revenue for the second quarter was caused by delays in the award of certain international contracts, which delays could continue through the third and fourth quarters of fiscal 2012. We expect these contracts to be awarded, but the timing is uncertain. The backlog at the end of the second quarter was $1,941,000."
Mr. Guild continued, "TCC remains committed to its plans for internal product development, including the advancement of its network security product lines with new systems for the SONET/SDH and IP protocols. Initial customer testing of our 72B optical encryptor was successfully completed in the second quarter, and extensive field testing is expected to be conducted later in 2012. Initial deliveries of our new multi-speed, rate configurable IP encryptor are expected to begin in October 2012.
For the radio encryption product line, TCC expects to announce before fiscal year-end the introduction of a pocket-sized encryptor intended for first responder and military field use. This battery powered encryptor is designed to interface with any radio and provide interoperable secure communications at an attractive price. The product is expected to have variants tailored to meet the needs of the military, law enforcement and commercial markets."
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 115 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 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 24, 2011 and its Annual Report on Form 10-K for the fiscal year ended September 24, 2011.
Technical Communications Corporation
Condensed consolidated income statements
|
Three Months Ended (Unaudited) |
||
| 3/24/2012 | 3/26/2011 | |
| Net sales | $ 1,617,000 | 3,107,000 |
| Gross profit | 1,334,000 | 2,627,000 |
| S, G & A expense | 749,000 | 724,000 |
| Product development costs | 878,000 | 961,000 |
| Operating (loss) income | (293,000) | 943,000 |
| Provision for income taxes | 76,000 | 428,000 |
| Net (loss) income | (366,000) | 515,000 |
| Net (loss) income per share: | ||
| Basic | ($ 0.20) | $ 0.28 |
| Diluted | ($ 0.20) | $ 0.27 |
|
Six Months Ended (Unaudited) |
||
| 3/24/2012 | 3/26/2011 | |
| Net sales | $ 6,057,000 | $ 5,842,000 |
| Gross profit | 4,639,000 | 4,682,000 |
| S, G & A expense | 1,737,000 | 1,399,000 |
| Product development costs | 1,949,000 | 1,857,000 |
| Operating income | 953,000 | 1,426,000 |
| Provision for income taxes | 393,000 | 414,000 |
| Net income | 563,000 | 1,014,000 |
| Net income per share: | ||
| Basic | $ 0.31 | $ 0.56 |
| Diluted | $ 0.30 | $ 0.54 |
Condensed consolidated balance sheets
| 3/24/2012 | 9/24/2011 | |
|
(Unaudited) |
(derived from audited financial statements) |
|
| Cash and marketable securities | $ 10,765,000 | $ 9,232,000 |
| Accounts receivable, net | 248,000 | 867,000 |
| Inventory | 2,575,000 | 3,279,000 |
| Deferred income taxes | 499,000 | 499,000 |
| Other current assets | 163,000 | 489,000 |
| Total current assets | 14,250,000 | 14,366,000 |
| Property and equipment, net | 496,000 | 477,000 |
| Total assets | $ 14,746,000 | $ 14,843,000 |
| Accounts payable | 193,000 | 313,000 |
| Accrued expenses and other current liabilities | 820,000 | 1,097,000 |
| Total current liabilities | 1,013,000 | 1,410,000 |
| Total stockholders' equity | 13,733,000 | 13,433,000 |
| Total liabilities and stockholders' equity | $ 14,746,000 | $ 14,843,000 |
CONTACT: Michael P. Malone
Chief Financial Officer
(978) 287-5100
www.tccsecure.com