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) August 2, 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 August 7, 2012, Technical Communications Corporation announced its financial results for the fiscal quarter ended June 23, 2012. A copy of the press release dated August 7, 2012 describing such results is attached as Exhibit 99.1 to this report and incorporated herein.
Item 8.01. Other Events.
On August 2, 2012, the Board of Directors of Technical Communications Corporation declared a dividend of $0.10 per share of common stock payable on September 14, 2012 in cash to all shareholders of record on August 31, 2012. A copy of the press release dated August 7, 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 August 7, 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) |
||
| August 7, 2012
(Date) |
/s/ CARL H. GUILD, JR.
Carl H. Guild, Jr. President and Chief Executive Officer |
EXHIBIT 99.1
CONCORD, Mass., Aug. 7, 2012 (GLOBE NEWSWIRE) -- Technical Communications Corporation (Nasdaq:TCCO) today announced its results for the three and nine months ended June 23, 2012. For the third quarter of the Company's 2012 fiscal year, the Company reported a net loss of $(915,000), or $(0.50) per share, on revenue of $734,000, as compared to net income of $1,000,000, or $0.55 per share, on revenue of $4,023,000 for the quarter ended June 25, 2011. For the nine months ended June 23, 2012, the Company reported a net loss of $(352,000), or $(0.19) per share, on revenue of $6,791,000, as compared to net income of $2,014,000, or $1.10 per share, on revenue of $9,865,000 for the nine months ended June 25, 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 September 14, 2012 to all shareholders of record on August 31, 2012.
Commenting on corporate performance, Carl H. Guild, Jr., President and Chief Executive Officer of TCC, said, "As reported in our press release for the second quarter, delays in the award of certain key contracts have occurred, resulting in lower revenues and a net loss in the third quarter. It is expected that the low revenue conditions will continue through the fourth quarter of fiscal 2012 and the first quarter of fiscal 2013. We are optimistic, however, that the delayed contracts may be awarded prior to the end of calendar 2012, thereby allowing revenues to return to more normal levels in early 2013. Backlog at the end of the third quarter was $1,316,000.
Mr Guild continued, "In the area of new product development, field testing at customer installations has begun for our new DSD72S-SP(STM) military grade optical SONET/SDH encryptor. Testing to date has been very successful and we expect to continue field and operations testing into 2013, with the expectation that initial procurement decisions will be made in the latter half of 2013. The new CX7211 100Mbs to 1000Mbs rate selectable IP encryptor accompanied by the associated key and operation management system, KeyNet, is on schedule for first deliveries in October 2012 and is expected to be a best-in-class competitor for the high quality security required for embassy and foreign office operations."
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 Reports on Form 10-Q for the quarters ended March 24, 2012 and 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) | ||
| 6/23/2012 | 6/25/2011 | |
| Net sales | $ 734,000 | 4,023,000 |
| Gross profit | 572,000 | 3,257,000 |
| S, G & A expense | 788,000 | 767,000 |
| Product development costs | 1,350,000 | 879,000 |
| Operating (loss) income | (1,566,000) | 1,611,000 |
| Provision (benefit) for income taxes | (646,000) | 611,000 |
| Net (loss) income | (915,000) | 1,000,000 |
| Net (loss) income per share: | ||
| Basic | $ (0.50) | $ 0.55 |
| Diluted | $ (0.50) | $ 0.54 |
| Nine Months Ended | ||
| (Unaudited) | ||
| 6/23/2012 | 6/25/2011 | |
| Net sales | $ 6,791,000 | $ 9,865,000 |
| Gross profit | 5,211,000 | 7,939,000 |
| S, G & A expense | 2,525,000 | 2,166,000 |
| Product development costs | 3,299,000 | 2,736,000 |
| Operating (loss) income | (614,000) | 3,037,000 |
| Provision (benefit) for income taxes | (253,000) | 1,025,000 |
| Net (loss) income | (352,000) | 2,014,000 |
| Net (loss) income per share: | ||
| Basic | $ (0.19) | $ 1.10 |
| Diluted | $ (0.19) | $ 1.07 |
| Condensed consolidated balance sheets | ||
| 6/23/2012 | 9/24/2011 | |
|
(Unaudited) |
(derived from audited financial statements) |
|
| Cash and marketable securities | $ 8,863,000 | $ 9,232,000 |
| Accounts receivable, net | 159,000 | 868,000 |
| Inventory | 2,761,000 | 3,279,000 |
| Deferred income taxes | 499,000 | 499,000 |
| Refundable income taxes | 634,000 | 350,000 |
| Other current assets | 260,000 | 139,000 |
| Total current assets | 13,176,000 | 14,367,000 |
| Property and equipment, net | 463,000 | 476,000 |
| Total assets | $ 13,639,000 | $ 14,843,000 |
| Accounts payable | 269,000 | 313,000 |
| Accrued expenses and other current liabilities | 632,000 | 1,097,000 |
| Total current liabilities | 901,000 | 1,410,000 |
| Total stockholders' equity | 12,738,000 | 13,433,000 |
| Total liabilities and stockholders' equity | $ 13,639,000 | $ 14,843,000 |
CONTACT: Michael P. Malone
Chief Financial Officer
(978) 287-5100
www.tccsecure.com