1 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): February 14, 2001 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
2 Item 9. Regulation FD Disclosure. On February 14, 2001 and February 15, 2001, TransAct Technologies Incorporated (the "Company") issued two press releases, attached as Exhibits 99.1 and 99.2, respectively. These press releases are furnished pursuant to Rule 100(e) of Regulation FD under the rules of the Securities and Exchange Commission and are not deemed to be filed and the furnishing of them is not deemed to be an admission as to the materiality of the information furnished. The Company disclaims any obligation to update or supplement the information provided. Item 7. Financial Statements and Exhibits Exhibit Description - ------- ----------- 99.1 Press Release dated February 14, 2001 99.2 Press Release dated February 15, 2001 -2-
3 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/ Richard L. Cote -------------------------------- Richard L. Cote Executive Vice President, Chief Financial Officer and Secretary Date: February 15, 2001 -3-
4 EXHIBIT LIST The following exhibits are filed herewith. Exhibit Description - ------- ----------- 99.1 Press Release dated February 14, 2001 99.2 Press Release dated February 15, 2001 -4-
1 EXHIBIT 99.1 [TRANSACT TECHNOLOGIES LOGO] FOR: TransAct Technologies, Inc. APPROVED BY: Richard L. Cote Chief Financial Officer (203) 269-1198 FOR IMMEDIATE RELEASE CONTACT: Investor Relations: Hulus Alpay/Brian Schaffer Press: Greg Tiberend/Ellen Paz Morgen-Walke Associates (212) 850-5600 TRANSACT TECHNOLOGIES REPORTS FOURTH QUARTER AND YEAR-END 2000 RESULTS -- TOTAL REVENUE INCREASES 20% FOR THE YEAR; GAMING AND LOTTERY REVENUE INCREASES 120% -- Wallingford, CT, February 14, 2001--TransAct Technologies Incorporated (NASDAQ: TACT), a leading producer of transaction-based printers for customers worldwide, today reported results for the fourth quarter and year-ended December 31, 2000. For the fourth quarter, net sales were up 39% to $14.1 million compared with $10.1 million in the same quarter last year, primarily due to stronger sales in the gaming and lottery market. The quarter's net loss was $148,000, or $0.04 per share. In the fourth quarter of 1999, the Company reported a net loss of $380,000, or $0.07 per share. For the year ended December 31, 2000, net sales increased 20% to $53.7 million, compared with $44.9 million in the same period a year ago. The net loss for 2000 was $344,000, or $0.12 per share, compared to net income of $324,000 or $0.06 per share reported in 1999. The per share amounts for the fourth quarter and full year 2000 are after giving effect to dividends on preferred stock. Richard L. Cote, Executive Vice President and Chief Financial Officer noted, "Sales of our printers for the gaming and lottery market grew by 120% in 2000. This growth was driven by the resumption of shipments of lottery printers to GTECH in 2000, increased sales of our video lottery terminal (VLT) printers, and the successful introduction of our new thermal printer for the cashless slot machine market. In addition, international sales were over 30% of total revenue in 2000, compared to 19% in 1999, largely the result of the resumption of sales to ICL/Pathway of POS printers for the British post office project. These sales to ICL/Pathway more than -- more --
2 TRANSACT TECHNOLOGIES REPORTS FOURTH QUARTER PAGE: 2 AND YEAR-END 2000 RESULTS offset the softness which affected our core domestic and international POS marketplace. Also, as we have previously indicated, operating results for 2000 reflect higher operating expenses, which include significant investments in the design, development and marketing of our POSjet 1000 inkjet printer." Mr. Cote concluded, "There are two significant growth opportunities we are aggressively pursuing at TransAct. First, our recently introduced POSjet(TM) 1000 inkjet printer has been installed at a variety of end-user locations in the United States and numerous customer evaluations are now underway. Additionally, we are very pleased to report that during the first quarter of 2001 we will make our first shipments of the POSjet(TM) 1000 printers to customers in Europe and Latin America. Second, and just as important, we continue to see substantial interest in the casino market for voucher-issuing slot machines which use thermal printers to print payment receipts and real-time complimentary coupons. Our fourth quarter 2000 results reflected significant shipments of these thermal receipt printers to a number of customers in the gaming market." CONFERENCE CALL As previously announced, the Company will host a conference call at 11:00 a.m. (EST) today to discuss fourth quarter and full year 2000 operating results, as well as to discuss this release and to provide financial guidance for 2001 and beyond. Investors can 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. ABOUT TRANSACT TECHNOLOGIES INCORPORATED TransAct designs, develops, manufactures and markets transaction-based printers and related products under the ITHACA, MAGNETEC and TransAct.com brand names. The Company's printers are used worldwide to provide receipts, tickets, coupons, register journals and other documents. The Company focuses on the following vertical markets: point-of-sale (POS), gaming and lottery, financial services, kiosk and Internet. TransAct sells its products directly to end users, original equipment manufacturers, value-added resellers and selected distributors. For further information, visit TransAct's web site located at http://TransAct-tech.com. The Company's forward-looking statements in this release are subject to a number of risks and uncertainties that could cause actual results to differ materially. Risks and uncertainties include, 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; successful product development; dependence on significant customers; economic conditions in the United States, Europe and Latin America; marketplace acceptance of new products; risks associated with foreign operations; availability of third-party components at reasonable prices; and the absence of price wars or other significant pricing pressures affecting the Company's products in the United States or abroad. --Table Follows--
3 TRANSACT TECHNOLOGIES INCORPORATED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three months ended Year ended ---------------------------------- ---------------------------------- December 31, December 31, December 31, December 31, 2000 1999 2000 1999 ------------ ------------ ------------ ------------ Net sales $ 14,138,000 $ 10,144,000 $ 53,720,000 $ 44,889,000 ------------ ------------ ------------ ------------ Gross profit 3,597,000 2,753,000 14,142,000 11,754,000 ------------ ------------ ------------ ------------ Operating expenses: Engineering, design and product development costs 826,000 842,000 3,481,000 3,235,000 Selling and marketing expenses 1,267,000 1,056,000 5,086,000 3,887,000 General and administrative expenses 1,527,000 1,235,000 5,540,000 4,597,000 Provision for restructuring 189,000 -- 189,000 -- ------------ ------------ ------------ ------------ 3,809,000 3,133,000 14,296,000 11,719,000 ------------ ------------ ------------ ------------ Operating income (loss) (212,000) (380,000) (154,000) 35,000 Other income (expense), net (42,000) 5,000 11,000 790,000 ------------ ------------ ------------ ------------ Income (loss) before interest and income taxes (254,000) (375,000) (143,000) 825,000 Interest expense, net 171,000 125,000 649,000 399,000 ------------ ------------ ------------ ------------ Income (loss) before income taxes 425,000 (500,000) (792,000) 426,000 Income tax provision (benefit) (277,000) (120,000) (448,000) 102,000 ------------ ------------ ------------ ------------ Net income (loss) (148,000) (380,000) (344,000) 324,000 Dividends and accretion on preferred stock (90,000) -- (320,000) -- ------------ ------------ ------------ ------------ Net income (loss) available to common stockholders $ (238,000) $ (380,000) $ (664,000) $ 324,000 ============ ============ ============ ============ Net income (loss) per share: Basic $ (0.04) $ (0.07) $ (0.12) $ 0.06 ============ ============ ============ ============ Diluted $ (0.04) $ (0.07) $ (0.12) $ 0.06 ============ ============ ============ ============ Weighted average common shares outstanding: Basic 5,517,000 5,565,000 5,504,000 5,565,000 ============ ============ ============ ============ Diluted 5,517,000 5,680,000 5,504,000 5,614,000 ============ ============ ============ ============ SUPPLEMENTAL INFORMATION - SALES BY MARKET: Three months ended Year ended ---------------------------------- ---------------------------------- December 31, December 31, December 31, December 31, 2000 1999 2000 1999 ------------ ------------ ------------ ------------ Point of sale $ 7,287,000 $ 6,405,000 $ 29,396,000 $ 26,653,000 Gaming and lottery 5,795,000 1,094,000 19,298,000 8,782,000 Other 1,056,000 2,645,000 5,026,000 9,454,000 ------------ ------------ ------------ ------------ Total net sales $ 14,138,000 $ 10,144,000 $ 53,720,000 $ 44,889,000 ============ ============ ============ ============ # # #
1 EXHIBIT 99.2 [TRANSACT TECHNOLOGIES LOGO] FOR: TransAct Technologies, Inc. APPROVED BY: Richard L. Cote Chief Financial Officer (203) 269-1198 FOR IMMEDIATE RELEASE CONTACT: Investor Relations: Hulus Alpay/Brian Schaffer Press: Greg Tiberend/Ellen Paz Morgen-Walke Associates (212) 850-5600 TRANSACT TECHNOLOGIES TO CREATE GLOBAL ENGINEERING AND MANUFACTURING CENTER IN ITHACA, NY; ANNUAL COST SAVINGS ESTIMATED AT $4 MILLION --FINANCIAL GUIDANCE PROVIDED FOR 2001-- Wallingford, CT, February 15, 2001 -- TransAct Technologies Incorporated (NASDAQ: TACT), a leading producer of transaction-based printers for customers worldwide, announced today that it is creating a global engineering and manufacturing center in its Ithaca, New York facility. As part of this strategic decision, TransAct Technologies will consolidate all manufacturing and engineering into its Ithaca, New York facility and close its Wallingford, Connecticut plant by the end of 2001. Bart C. Shuldman, Chairman, CEO and President said, "This is a positive step for our Company that will enhance shareholder value. We will have a world-class engineering and operations team located in one facility designing and producing transaction-based printers for the global marketplace. We expect this consolidation will provide approximately $4 million in annual cost savings starting in 2002." Mr. Shuldman continued, "Our technology shift to inkjet and thermal printing has allowed us to manufacture printers in up to 80% less time than when the Wallingford plant was brought on-line. The efficiencies created by this technology shift have made this decision possible. We will be able to produce more printers in less space and with fewer personnel when the transition is completed." Production is planned to continue at the Wallingford facility until the end of 2001, with individual product lines scheduled to move over the course of the year. No disruptions in shipments of product to the Company's customers are expected. -- more --
2 TRANSACT TECHNOLOGIES PAGE: 2 The Company estimates that the non-recurring costs associated with the consolidation, including severance pay, employee benefits and other expenses, will be in the $3.0 to $3.5 million range and will be recognized during 2001. FINANCIAL GUIDANCE Regarding the outlook for 2001, Mr. Shuldman said, "We are pleased with the market acceptance of our new POSjet 1000 inkjet printer and the success of our thermal printers for both the POS and casino markets. Although 2001 is difficult to forecast due to the uncertain economic climate, we believe several factors will positively impact the second half of the year. These factors include the planned April launch of the POSjet 1000 by our larger customers to their customer base, as well as the expected launch of our second POSjet product and a new casino printer at the end of June. In addition, we will experience a significant revenue increase in the second half of 2001 due to the $14 million GTECH order we received and announced in January, which will be in full production starting in May and lasting through the end of the year. Based on our outlook at this time, which we believe is appropriately conservative due to the uncertain economy, for 2001 we anticipate revenue in the range of $54-$58 million, and a return to profitability, with earnings before restructuring charges of between $0.05 to $0.09 per share for the full 2001 calendar year." Mr. Shuldman concluded, "With the success of our POSjet printer and the growth in our gaming and lottery business, primarily in the casino marketplace, we expect to continue to grow our revenue in 2002. In addition, the impact of the expected $4.0 million cost savings from our plant consolidation will have a significant positive impact on our growth in operating results beginning in 2002." CONFERENCE CALL As previously announced, the Company will host a conference call at 11:00 a.m. (EST) today to discuss fourth quarter and full year 2000 operating results, as well as to discuss this release and to provide financial guidance for 2001 and beyond. Investors can 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. ABOUT TRANSACT TECHNOLOGIES INCORPORATED TransAct designs, develops, manufactures and markets transaction-based printers and related products under the ITHACA(R), MAGNETEC(R) and TransAct.com brand names. The Company's printers are used worldwide to provide receipts, tickets, coupons, register journals and other documents. The Company focuses on the following vertical markets: point-of-sale (POS), gaming and lottery, financial services, kiosk and Internet. TransAct sells its products directly to end users, original equipment manufacturers, value-added resellers and selected distributors. For further information, visit TransAct's web site located at www.transact-tech.com. -- more --
3 TRANSACT TECHNOLOGIES PAGE: 3 The Company's forward-looking statements in this release are subject to a number of risks and uncertainties that could cause actual results to differ materially. Risks and uncertainties include, 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; successful product development; dependence on significant customers; economic conditions in the United States, Europe and Latin America; marketplace acceptance of new products; risks associated with foreign operations; availability of third-party components at reasonable prices; and the absence of price wars or other significant pricing pressures affecting the Company's products in the United States or abroad. # # #