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): MARCH 7, 2006 TRANSACT TECHNOLOGIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 0-21121 06-1456680 (State or other jurisdiction (Commission file number) (I.R.S. employer of incorporation) identification no.) 7 Laser Lane, Wallingford, CT 06492 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 269-1198 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. The following information is being furnished pursuant to Item 2.02 "Results of Operations and Financial Condition" of Form 8-K. Such information, including the Exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. On March 7, 2006, TransAct Technologies Incorporated issued a press release announcing its financial results for the quarter ended December 31, 2005. A copy of the press release is furnished as Exhibit 99.1 to this report. Item 9.01 Financial Statements and Exhibits. (c) Exhibits: Exhibit Description 99.1 Press Release dated March 7, 2006 of TransAct Technologies Incorporated 2
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. TRANSACT TECHNOLOGIES INCORPORATED By: /s/ Steven A. DeMartino ------------------------------- Steven A. DeMartino Executive Vice President, Chief Financial Officer, Treasurer and Secretary Date: March 7, 2006 3
EXHIBIT LIST The following exhibit is filed herewith. Exhibit Description 99.1 Press Release dated March 7, 2006 issued by TransAct Technologies Incorporated. 4
[TRANSACT COMPANY LOGO] TRANSACT TECHNOLOGIES REPORTS FOURTH QUARTER AND FULL YEAR 2005 RESULTS - Sees Significant Revenue and EPS Improvement in 2006 - Wallingford, CT, March 7, 2006 - TransAct Technologies Incorporated (Nasdaq: TACT), a leading producer of transaction-based printers for customers worldwide, today announced financial results for the fourth quarter and full year ended December 31, 2005. Revenues for the full year 2005 were $51.1 million, compared to $59.8 million in 2004. The Company achieved net income in accordance with generally accepted accounting principles in the United States ("GAAP") for the full year 2005 of $0.4 million, compared to GAAP net income of $5.5 million in 2004. Earnings per share for the full year 2005 were $0.04 per diluted share compared to $0.51 per diluted share in 2004. Revenues for the fourth quarter of 2005 were $12.5 million, compared to $14.6 million in the same period a year ago. GAAP net loss for the fourth quarter of 2005 was $(0.7) million compared to GAAP net income of $1.0 million in the same period of 2004. GAAP net loss per share for the fourth quarter of 2005 was $(0.08) per diluted share compared to GAAP earnings per share of $0.10 per diluted share in the same period a year ago. During the fourth quarter of 2005, the Company incurred a charge of approximately $600,000 related primarily to the write-down of inventory for its M850 thermal ticket casino printer, as its Epic 950(TM) thermal ticket casino printer, which was launched in late 2004, has gained customer and market acceptance faster than expected. During the fourth quarter 2005, the Company also incurred approximately $106,000 in severance charges related to the implementation of its new business unit structure. Excluding these charges, pro forma net loss for the fourth quarter of 2005 was $(0.3) million or $(0.03) per diluted share. Bart C. Shuldman, Chairman, President and Chief Executive Officer of TransAct Technologies, said "2005 was a difficult year for TransAct, especially in our gaming and lottery business. However, by staying focused on our strategic growth initiatives, we believe that we have put TransAct on track for a return to improved growth and profitability in 2006. In addition to launching seven promising new products, most of which target new market opportunities for the Company, we also established three Strategic Business Units (SBU), doubled the size of our sales force, drove growth internationally across all of our business units, opened our Las Vegas sales and service facility, and finalized a comprehensive sales alliance agreement with JCM American Corporation, giving TransAct a sizeable sales and marketing position in the casino market." Mr. Shuldman continued, "TransAct ended 2005 with $4.6 million in cash and cash equivalents and no debt, while continuing with our stock repurchase program during the fourth quarter. To date, under the Company's stock repurchase program authorized by our Board of Directors in March 2005, the Company has repurchased 505,000 shares for a total purchase price of $3.9 million, including an additional 96,100 shares purchased in the fourth quarter for $0.7 million at an average price of $7.62." 5
LOOKING FORWARD Mr. Shuldman concluded, "The investments we made in the business last year are already paying off in the first quarter of 2006. Based on current forecasts, we believe this business momentum will continue throughout 2006, resulting in revenue growth. Importantly, we expect even stronger net income growth as we benefit from the operating leverage we created in the business. We do not expect significant increases to operating expenses in 2006 and expect our gross margins to improve. We are projecting double-digit revenue growth in each SBU in 2006, helped by the increase in sales people we added last year and our new relationship with JCM American in the casino market. We also expect that the new products we introduced in 2005 will give us an advantage in the marketplace and present new opportunities for growth starting this year. These include our Epic 430 and Epic 630 for the new off-premise global gaming market. We have already secured our first opportunity and have received positive feedback from other potential customers. And we are also excited about our Ithaca(R) 8000 high-speed thermal printer for linerless label printing and our new line of Ithaca(R) branded POS printers sold exclusively to our POS distribution partners around the world." FORWARD GUIDANCE Based on its current outlook, the Company expects revenues for the full year 2006 will be in the range of $63 million to $65 million, with net income in the range of $0.38 to $0.40 per share. The Company expects revenues for the first quarter ending March 31, 2006 will be approximately $15 million with net income of approximately $0.07 per diluted share. INVESTOR CONFERENCE CALL / WEBCAST DETAILS TransAct will review detailed full year and fourth quarter 2005 results and forward looking guidance during a conference call today at 5:00PM EDT. The conference call-in number is 201-689-8471. A replay of the call will be available from 8:00PM ET on Tuesday, March 7 through midnight ET on Tuesday, March 14 by telephone at 201-612-7415. The account number to access the replay is 3055 and the password is 189388. Investors can also access the conference call via a live webcast on the Company's website at www.transact-tech.com. A replay of the call will be archived on that website for one week. ABOUT TRANSACT TECHNOLOGIES INCORPORATED TransAct Technologies (Nasdaq: TACT) designs, develops, assembles, markets and services world-class transaction printers under the Epic and Ithaca(R) brand names. Known and respected worldwide for innovative designs and real-world service reliability, TransAct's impact, thermal and inkjet printers generate top-quality receipts, tickets, coupons, register journals and other documents. The company focuses on two core markets: point-of-sale (POS) and banking, and gaming and lottery. TransAct sells its products to original equipment manufacturers, value-added resellers and selected distributors, as well as directly to end-users. The Company's product distribution spans across the Americas, Europe, the Middle East, Africa, the Caribbean Islands and the South Pacific. In addition, TransAct has a strong focus on the after-market side of the business, with a growing commitment to printer service, supplies and spare parts. For further information, visit TransAct's web site located at www.transact-tech.com. CONTACTS: Steven DeMartino, Chief Financial Officer, 203-269-1198 Ext. 6059 or David Pasquale, 646-536-7006, or Denise Roche, 646-536-7008, both with The Ruth Group # # # 6
FORWARD-LOOKING STATEMENTS: Certain statements in this press release include forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology, such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "project" or "continue" or the negative thereof or other similar words. All forward-looking statements involve risks and uncertainties, including, but are not limited to, customer acceptance and market share gains, both domestically and internationally, in the face of substantial competition from competitors that have broader lines of products and greater financial resources; introduction of new products into the marketplace by competitors; successful product development; dependence on significant customers; dependence on significant vendors; the ability to recruit and retain quality employees as the Company grows; dependence on third parties for sales outside the United States, including Australia, New Zealand, Europe and Latin America; economic and political conditions in the United States, Australia, New Zealand, Europe and Latin America; marketplace acceptance of new products; risks associated with foreign operations; availability of third-party components at reasonable prices; price wars or other significant pricing pressures affecting the Company's products in the United States or abroad; and the outcome of lawsuits between TransAct and FutureLogic, Inc. Actual results may differ materially from those discussed in, or implied by, the forward-looking statements. The forward-looking statements speak only as of the date of this release and the Company assumes no duty to update them to reflect new, changing or unanticipated events or circumstances. 7
TRANSACT TECHNOLOGIES INCORPORATED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three months ended Three months ended (In thousands, except per share amounts) December 31, December 31, 2005 2004 --------------------------------------- --------------------------------------- GAAP Adjust- Pro Forma GAAP Adjust- Pro Forma Basis Ments Basis Basis ments Basis ---------- --------- ---------- ---------- --------- ---------- Net sales $ 12,499 $ - $ 12,499 $ 14,596 $ - $ 14,596 Cost of sales 9,416 (600)a 8,786 9,486 - 9,486 (30)b ---------- ---------- ---------- ---------- ---------- ---------- Gross profit 3,083 630 3,713 5,110 - 5,110 ---------- ---------- ---------- ---------- ---------- ---------- Operating expenses: Engineering, design and product development costs 619 619 910 (350)c 560 Selling and marketing expenses 1,796 (68)b 1,728 1,277 (70)d 1,207 General and administrative expenses 1,743 (8)b 1,735 1,567 - 1,567 Business consolidation and restructuring expenses - - (225) 225e - ---------- ---------- ---------- ---------- ---------- ---------- 4,158 (76) 4,082 3,529 (195) 3,334 ---------- ---------- ---------- ---------- ---------- ---------- Operating income (loss) (1,075) 706 (369) 1,581 195 1,776 ---------- ---------- ---------- ---------- ---------- ---------- Other income (expense): Interest, net 14 - 14 12 - 12 Other, net 10 - 10 (21) - (21) ---------- ---------- ---------- ---------- ---------- ---------- 24 - 24 (9) - (9) ---------- ---------- ---------- ---------- ---------- ---------- Income (loss) before income taxes (1,051) 706 (345) 1,572 195 1,767 Income tax provision (benefit) (324) 251f (73) 546 69f 615 ---------- ---------- ---------- ---------- ---------- ---------- Net income (loss) $ (727) $ 455 $ (272) $ 1,026 $ 126 $ 1,152 ---------- ---------- ---------- ---------- ---------- ---------- Net income (loss) available to common shareholders $ (727) $ (272) $ 1,026 $ 1,152 Net income (loss) per share: Basic $ (0.08) $ (0.03) $ 0.10 $ 0.12 Diluted $ (0.08) $ (0.03) $ 0.10 $ 0.11 Shares used in per share calculation: Basic 9,603 9,603 9,921 9,921 Diluted 9,603 9,603 10,486 10,486 a Charge related primarily to the write-down of excess inventory and purchase order cancellation charges for TransAct's M850 casino printer. b Severance charges related to employee terminations during the fourth quarter of 2005. c Engineering costs associated with the integration of TransAct's Epic 950(TM) casino printer by IGT. d. Charge related to the move of the Company's marketing and services departments. e Decrease in restructuring accrual due to a revised estimate of the remaining lease costs for the Company's Wallingford, CT facility. f The tax effect on the adjustments was calculated using a tax rate of 35.5% for the 2005 and 2004 periods presented. 8
TRANSACT TECHNOLOGIES INCORPORATED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Year ended Year ended (In thousands, except per share amounts) December 31, December 31, 2005 2004 ---------------------------------------- ----------------------------------------- GAAP Adjust- Pro Forma GAAP Adjust- Pro Forma Basis Ments Basis Basis ments Basis ---------- --------- ---------- ---------- ----------- ---------- Net sales $ 51,091 $ - $ 51,091 $ 59,847 $ - $ 59,847 Cost of sales 35,501 (600)a 34,871 37,805 - 37,805 (30)b ------------ ------------ ---------- ---------- ----------- ---------- Gross profit 15,590 630 16,220 22,042 - 22,042 ------------ ------------ ---------- ---------- ----------- ---------- Operating expenses: Engineering, design and product development 2,726 2,726 2,715 (350)c 2,365 Selling and marketing 6,319 (68)b 6,251 5,111 (70)d 5,041 General and administrative 6,321 (8)b 6,313 5,990 - 5,990 Business consolidation and restructuring - - - (225) 225e - ------------ ------------ ---------- ---------- ----------- ---------- 15,366 (76) 15,290 13,591 (195) 13,396 ------------ ------------ ---------- ---------- ----------- ---------- Operating income 224 706 930 8,451 195 8,646 ------------ ------------ ---------- ---------- ----------- ---------- Other income (expense): Interest, net 73 - 73 4 - 4 Other, net 32 - 32 (18) - (18) ------------ ------------ ---------- ---------- ----------- ---------- 105 - 105 (14) - (14) ------------ ------------ ---------- ---------- ----------- ---------- Income before income taxes 329 706 1,035 8,437 195 8,632 Income tax provision (benefit) (48) 251f 203 2,979 69f 3,048 ------------ ------------ ---------- ---------- ----------- ---------- Net income $ 377 $ 455 $ 832 $ 5,458 $ 126 $ 5,584 ============ ============ ========== ========== ========== ========== Net income available to common shareholders $ 377 $ 832 $ 5,236 $ 5,360 Net income per share: Basic $ 0.04 $ 0.08 $ 0.55 $ 0.56 Diluted $ 0.04 $ 0.08 $ 0.51 $ 0.52 Shares used in per share calculation: Basic 9,849 9,849 9,593 9,593 Diluted 10,163 10,163 10,231 10,231 See footnote explanations on the previous page. SUPPLEMENTAL INFORMATION - SALES BY BUSINESS UNIT: Three months ended Year ended December 31, December 31, ------------------ ------------------- 2005 2004 2005 2004 ------- ------- ------- ------- Point of sale and banking $ 3,757 $ 4,062 $16,410 $17,659 Gaming and lottery 6,303 7,831 23,634 31,937 TransAct Services Group 2,439 2,703 11,047 10,251 ------- ------- ------- ------- Total net sales $12,499 $14,596 $51,091 $59,847 ======= ======= ======= ======= 9
TRANSACT TECHNOLOGIES INCORPORATED CONSOLIDATED BALANCE SHEETS (UNAUDITED) DECEMBER 31, December 31, (In thousands) 2005 2004 -------- -------- ASSETS: Current assets: Cash and cash equivalents $ 4,579 $ 8,628 Receivables, net 8,359 8,910 Inventories 6,036 8,074 Refundable income taxes 295 510 Deferred tax assets 2,735 2,370 Other current assets 258 586 -------- -------- Total current assets 22,262 29,078 -------- -------- Fixed assets, net 4,510 3,177 Goodwill, net 1,469 1,469 Deferred tax assets 557 274 Other assets 534 101 -------- -------- 7,070 5,021 -------- -------- Total assets $ 29,332 $ 34,099 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY: Current liabilities: Accounts payable 2,859 3,804 Accrued liabilities 3,162 3,209 Accrued restructuring expenses 420 420 Accrued patent license fees 36 417 Deferred revenue, current portion 410 717 -------- -------- Total current liabilities 6,887 8,567 -------- -------- Long-term portion of accrued restructuring 587 1,034 Accrued product warranty 145 153 Deferred revenue 270 444 Other liabilities 186 186 -------- -------- 1,188 1,817 -------- -------- Total liabilities 8,075 10,384 -------- -------- Commitments and contingencies Shareholders' equity: Common stock 102 100 Additional paid-in capital 19,334 17,401 Retained earnings 7,489 7,112 Unamortized restricted stock compensation (1,837) (1,067) Treasury stock, at cost (3,867) -- Accumulated other comprehensive income 36 169 -------- -------- Total shareholders' equity 21,257 23,715 -------- -------- Total liabilities and shareholders' equity $ 29,332 $ 34,099 ======== ========