TRANSACT TECHNOLOGIES INC
10-Q, 1997-11-10
COMPUTER PERIPHERAL EQUIPMENT, NEC
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<PAGE>   1
                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)

     [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:         September 27, 1997
                                    --------------------------------------------

                                       OR

     [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from:                         to:
Commission file number:                                 0-21121

                       TRANSACT TECHNOLOGIES INCORPORATED
             (Exact name of registrant as specified in its charter)

DELAWARE                                                06-1456680
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                       7 LASER LANE, WALLINGFORD, CT 06492
                    (Address of principal executive offices)

                                   (Zip Code)

                                 (203) 269-1198
              (Registrant's telephone number, including area code)

Former address:

   (Former name, former address and former fiscal year, if changed since last
                                    report.)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 Months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                YES /x/  NO / /

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

                                  YES / /  NO / /

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
CLASS                                         OUTSTANDING AS OF OCTOBER 24, 1997
- ---------------------------                   ----------------------------------
<S>                                           <C>
COMMON STOCK,
$.01 PAR VALUE                                                         6,808,800
</TABLE>
<PAGE>   2
                       TRANSACT TECHNOLOGIES INCORPORATED

                                      INDEX
<TABLE>
<CAPTION>
PART I.                    Financial Information:                                                          Page No.
- -------                    ----------------------                                                          --------
<S>                        <C>                                                                             <C>
     Item 1.               Financial Statements

                           Consolidated condensed balance sheets as of September 27, 1997 and
                           December 31, 1996                                                                   3

                           Consolidated statements of income for the three months and nine months
                           ended September 27, 1997 and September 28, 1996                                     4

                           Consolidated condensed statements of cash flows for the nine months 
                           ended September 27, 1997 and September 28, 1996                                     5

                           Notes to consolidated condensed financial statements                                6

     Item 2.               Management's Discussion and Analysis of the Results of Operations and
                           Financial Condition                                                                 7

PART II.                   Other Information:

     Item 6.               Exhibits and Reports on Form 8-K                                                   10

     Signature                                                                                                11

                                  EXHIBIT INDEX

Exhibit 11                 Computation of Per Share Earnings                                                  12
- ----------
</TABLE>

                                       2
<PAGE>   3
                       TRANSACT TECHNOLOGIES INCORPORATED

                      CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                            SEPTEMBER 27,    December 31,
(In thousands)                                                  1997             1996
                                                          --------------     -------------
ASSETS:                                                     (UNAUDITED)
<S>                                                       <C>                <C>
Current assets:

   Cash and cash equivalents                                  $  1,535          $  1,041
   Receivables                                                   8,141             5,445
   Inventories                                                   8,762             7,370
   Other current assets                                            914               628
                                                              --------          --------
     Total current assets                                       19,352            14,484
                                                              --------          --------
Plant and equipment, net                                         4,604             3,964
Excess of cost over fair value of net assets acquired            2,116             2,246
Other assets                                                        76                90
                                                              --------          --------
                                                              $ 26,148          $ 20,784
                                                              ========          ========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:

   Note payable to Tridex                                     $     --          $  1,000
   Accounts  payable                                             3,624             2,463
   Accrued liabilities                                           2,902             2,412
                                                              --------          --------
     Total current liabilities                                   6,526             5,875
                                                              --------          --------
Other liabilities                                                  690               502
                                                              --------          --------
Shareholders' equity:

   Common stock                                                     68                67
   Additional paid-in capital                                   13,676            13,186
   Retained earnings                                             5,198             1,169
   Cumulative valuation adjustment                                 (10)              (15)
                                                              --------          --------
                                                                18,932            14,407
                                                              --------          --------
                                                              $ 26,148          $ 20,784
                                                              ========          ========
</TABLE>


           See notes to consolidated condensed financial statements.

                                       3
<PAGE>   4
                       TRANSACT TECHNOLOGIES INCORPORATED

                        CONSOLIDATED STATEMENTS OF INCOME

                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                            ------------------                  -----------------
                                                      SEPTEMBER 27,     September 28,     SEPTEMBER 27,     September 28,
(In thousands, except per share data)                     1997              1996              1997              1996
                                                        --------          --------          --------          --------
<S>                                                    <C>              <C>               <C>               <C>
Net sales                                               $ 16,040          $ 10,794          $ 45,623          $ 31,019
Cost of sales                                             10,975             7,139            31,243            20,557
                                                        --------          --------          --------          --------
Gross profit                                               5,065             3,655            14,380            10,462
                                                        --------          --------          --------          --------
Operating expenses:
   Engineering, design and product
      development costs                                      617               572             2,074             1,878
   Selling, general and administrative expenses            1,884             1,505             5,715             4,466
                                                        --------          --------          --------          --------
                                                           2,501             2,077             7,789             6,344
                                                        --------          --------          --------          --------
Operating income                                           2,564             1,578             6,591             4,118
                                                        --------          --------          --------          --------
Other income (expense):

   Interest, net                                               5                (5)              (11)               (5)
   Other, net                                                (17)               (2)              (24)              279
                                                        --------          --------          --------          --------
                                                             (12)               (7)              (35)              274
                                                        --------          --------          --------          --------
Income before income taxes                                 2,552             1,571             6,556             4,392
Income taxes                                                 970               644             2,527             1,732
                                                        --------          --------          --------          --------
Net income                                              $  1,582          $    927          $  4,029          $  2,660
                                                        ========          ========          ========          ========
Net income per common and common equivalent
 share:

   Primary                                              $   0.23                            $   0.58
                                                        ========                            ========
   Average common and common equivalent
      shares outstanding                                   7,014                               6,925
                                                        ========                            ========

Pro forma net income per common and
 common equivalent share:

   Primary                                                                $   0.16                            $   0.48
                                                                          ========                            ========
   Pro forma average common and common
      equivalent shares outstanding                                          5,909                               5,570
                                                                          ========                            ========
</TABLE>



           See notes to consolidated condensed financial statements.

                                       4
<PAGE>   5
                       TRANSACT TECHNOLOGIES INCORPORATED

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                   NINE MONTHS ENDED
                                                                             ------------------------------
                                                                             SEPTEMBER 27,    September 28,
(In thousands)                                                                   1997             1996
                                                                             -------------     -----------
<S>                                                                          <C>               <C>
Cash flows from operating activities:

   Net income                                                                  $ 4,029          $ 2,660
   Adjustments to reconcile net income to net cash
     provided by operating activities:

       Depreciation and amortization                                             1,250              833
       Gain on sale of securities available for sale                                --             (285)
       Loss on disposal of equipment                                                 8                9
       Changes in operating assets and liabilities:

         Receivables                                                            (2,696)          (1,758)
         Inventories                                                            (1,392)            (731)
         Other current assets                                                     (286)            (294)
         Other assets                                                              (37)             (18)
         Accounts payable                                                        1,161              528
         Accrued liabilities and other liabilities                                 678              993
                                                                               -------          -------
           Net cash provided by operating activities                             2,715            1,937
                                                                               -------          -------

Cash flows from investing activities:

   Purchases of plant and equipment                                             (1,688)          (1,398)
   Proceeds from sale of securities available for sale                              --              510
   Proceeds from sale of equipment                                                  42                7
                                                                               -------          -------
                           Net cash used in investing activities                (1,646)            (881)
                                                                               -------          -------

Cash flows from financing activities:

   Borrowings under bank revolving credit facility                               1,200               --
   Repayment of borrowings under bank revolving credit facility                 (1,200)              --
   Repayment of intercompany indebtedness to Tridex                             (1,000)          (7,500)
   Net proceeds from issuance of stock                                              44            8,991
   Net transactions with Tridex prior to initial public stock offering              --           (1,087)
   Other                                                                           376               (6)
                                                                               -------          -------
                           Net cash used in financing activities                  (580)             398
                                                                               -------          -------
Effect of exchange rate changes on cash                                              5               --
                                                                               -------          -------
Increase in cash and cash equivalents                                              494            1,454
Cash and cash equivalents at beginning of period                                 1,041               --
                                                                               -------          -------
Cash and cash equivalents at end of period                                     $ 1,535          $ 1,454
                                                                               =======          =======
</TABLE>



           See notes to consolidated condensed financial statements.

                                       5
<PAGE>   6
                       TRANSACT TECHNOLOGIES INCORPORATED

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (Unaudited)

1.       In the opinion of the Company, the accompanying unaudited consolidated
         condensed financial statements contain all adjustments (consisting only
         of normal recurring adjustments) necessary to present fairly its
         financial position as of September 27, 1997, the results of its
         operations for the three and nine months ended September 27, 1997 and
         September 28, 1996, and changes in its cash flows for the nine months
         ended September 27, 1997 and September 28, 1996. The December 31, 1996
         consolidated condensed balance sheet has been derived from the
         Company's audited financial statements at that date. These interim
         financial statements should be read in conjunction with the audited
         financial statements for the year ended December 31, 1996 included in
         the Company's Annual Report on Form 10-K.

                  The financial position and results of operations of the
         Company's foreign subsidiaries are measured using local currency as the
         functional currency. Assets and liabilities of such subsidiaries have
         been translated at end of period exchange rates, and related revenues
         and expenses have been translated at weighted average exchange rates.
         The aggregate effect of translation adjustments so calculated for
         periods prior to the Company's initial public offering on August 22,
         1996 (the "Offering"), which would ordinarily be included as a separate
         component of shareholders' equity, is de minimus. Transaction gains and
         losses are included in other income.

                  The results of operations for the three and nine months ended
         September 27, 1997 and September 28, 1996 are not necessarily
         indicative of the results to be expected for the full year. Certain
         amounts have been reclassified to conform with the current financial
         statement presentation.

2.       Earnings per share:

                  Primary net income per common share for the three and nine
         months ended September 27, 1997 were based on the weighted average
         number of shares outstanding during the period after consideration of
         any dilutive effect of stock options and warrants. Primary net income
         per common share for the three and nine months ended September 28, 1996
         were based on the pro forma weighted average number of shares
         outstanding during the period, as if all shares issued to the Company's
         former parent, Tridex Corporation ("Tridex"), prior to the Offering had
         been outstanding throughout the periods presented.

                  In February of 1997, the Financial Accounting Standards Board
         issued Statement of Financial Accounting Standard No. 128, "Earnings
         per Share." The Company will adopt this standard, as required, at the
         end of this year. Had this standard been adopted in 1997, the Company's
         reported basic earnings per share for the three and nine months ended
         September 27, 1997 would have been $0.23 and $0.60, respectively.

3.     Inventories:

           The components of inventories are:
<TABLE>
<CAPTION>
                                                   September 27,    December 31,
             (In thousands)                             1997           1996
                                                   -------------    ------------
<S>                                                <C>              <C>
             Raw materials and component parts         $7,439         $5,828
             Work-in-process                              798            810
             Finished goods                               525            732
                                                       ------         ------
                                                       $8,762         $7,370
                                                       ======         ======
</TABLE>

4.     Other income, net:

                  Other income, net for the nine months ended September 28, 1996
         included a gain on the sale of securities available for sale of
         $285,000.

                                       6
<PAGE>   7
5.       Commitments and contingencies:

                  The Company has a long-term purchase agreement with Okidata,
         Division of Oki America, Inc., for certain printer components. Under
         the terms of the agreement, the Company receives favorable pricing for
         volume purchases over the life of the contract. In the event
         anticipated purchase levels are not achieved, the Company would be
         subject to retroactive price increases on previous purchases.
         Management currently anticipates achieving purchase levels sufficient
         to maintain the favorable prices.

6.       Significant events:

                  On March 31, 1997, Tridex distributed its 5,400,000 shares, or
         approximately 80.3%, of the Company's stock pro rata to Tridex's
         shareholders and the Company ceased to be a subsidiary of Tridex.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS
         AND FINANCIAL CONDITION

Certain statements included in this report, including without limitation
statements in this Management's Discussion and Analysis of the Results of
Operations and Financial Condition, which are not historical facts may be deemed
to contain forward looking statements with respect to events the occurrence of
which involves risks and uncertainties, including, without limitation, the
Company's expectation regarding gross profit and operating income.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 27, 1997 COMPARED TO THREE MONTHS ENDED SEPTEMBER
28, 1996

NET SALES. Net sales into each of the Company's four vertical markets for the
current and prior year's quarter were as follows:
<TABLE>
<CAPTION>
                                             Three months ended             Three months ended
               (In thousands)                September 27, 1997             September 28, 1996
                                          ------------------------       ------------------------
<S>                                       <C>              <C>           <C>               <C>
               Point of sale              $ 6,119           38.2%         $ 6,154           57.0%
               Gaming and lottery           7,383           46.0            2,831           26.2
               Financial services           1,396            8.7            1,047            9.7
               Kiosk                        1,142            7.1              762            7.1
                                          -------          -----          -------          -----

                                          $16,040          100.0%         $10,794          100.0%
                                          =======          =====          =======          =====
</TABLE>

Net sales for the quarter ended September 27, 1997 increased $5,246,000, or 49%,
to $16,040,000 from $10,794,000 in the prior year's quarter, substantially due
to increased shipments into the gaming and lottery market. Shipments of the
Company's on-line lottery printers increased approximately $4,000,000, to
approximately $5,800,000, or 36.2% of net sales, in the current quarter, from
approximately $1,800,000, or 16.7%, in the prior year's quarter. Additionally,
shipments of the Company's gaming printers for use in video lottery terminals
increased approximately $700,000 from the prior quarter. Sales into the kiosk
market increased by $380,000, or 50%, due to increased shipments of the
Company's thermal kiosk printers. The remainder of the increase primarily
reflects increased shipments into the financial services market. Sales of the
Company's POS printers during the current quarter were slightly lower compared
to the prior quarter due to a softening in U.S. demand for these printers,
largely offset by an increase in international POS printer shipments. The
Company's international sales in the quarter were $1,845,000, or 11.5% of net
sales, compared to $350,000, or 3.2% of net sales in the prior year's quarter.

GROSS PROFIT. Gross profit increased $1,410,000, or 39%, to $5,065,000 from
$3,655,000 in the prior year's quarter, primarily as a result of the higher
volume of sales. The gross margin declined 2.3%, to 31.6% from 33.9%, due
primarily to a larger proportion of printer sales at lower average selling
prices resulting from volume discount pricing, particularly in the gaming and
lottery market. The Company expects that its gross margin will remain relatively
stable. However, operating income as a percentage of net sales has increased
(see "Operating Income" below).


                                       7
<PAGE>   8
ENGINEERING, DESIGN AND PRODUCT DEVELOPMENT. Engineering, design and product
development costs increased by $45,000, or 8%, to $617,000 from $572,000 in the
three months ended September 28, 1996, and decreased as a percentage of net
sales to 3.9% from 5.3%. The increase was due to additional product design and
development costs, primarily for new products in the kiosk market, and to a
lesser extent, new products and enhancements to existing products in the POS
market.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased $379,000, or 25%, to $1,884,000 from $1,505,000 in the prior
period. Selling expenses increased approximately $50,000. General and
administrative costs increased approximately $329,000, reflecting increased
incentive compensation and additional administrative staff expenses to support
higher business volumes. Additionally, the Company experienced an increase of
general and administrative expenses in the current quarter as the result of
operating as a stand alone, public company. In the prior year's period, such
expenses were allocated from Tridex, its former parent. Selling, general and
administrative expenses decreased as a percentage of net sales to 11.7% from
13.9%, as management continues to closely control these costs.

OPERATING INCOME. Operating income increased $986,000, or 62%, to $2,564,000
from $1,578,000 in the prior year's quarter. Operating income increased as a
percentage of net sales to 16.0% from 14.7%, reflecting the Company's ability to
control operating expenses while increasing sales.

INCOME TAXES. The provision for income taxes for the quarter ended September 27,
1997 reflects an effective tax rate of 38.0% and reflects benefits resulting
from certain tax credits and the establishment of a foreign sales corporation.
The effective tax rate in the prior period's quarter was approximately 41.0%.

NET INCOME. Net income for the current quarter was $1,582,000, or $0.23 per
share, as compared to $927,000, or $0.16 per share (pro forma), in the prior
year's quarter. Weighted average shares outstanding increased to 7,014,000
shares from 5,909,000 shares (pro forma) in the prior year's quarter.

NINE MONTHS ENDED SEPTEMBER 27, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 28,
1996

NET SALES. Net sales into each of the Company's four vertical markets for the
current and prior year's nine-month period were as follows:
<TABLE>
<CAPTION>
                                             Nine months ended              Nine months ended
               (In thousands)                September 27, 1997             September 28, 1996
                                          -----------------------        -------------------------
<S>                                       <C>              <C>           <C>               <C>
               Point of sale              $16,816           36.9%         $15,586           50.3%
               Gaming and lottery          19,271           42.2            9,525           30.7
               Financial services           3,981            8.7            3,759           12.1
               Kiosk                        5,555           12.2            2,149            6.9
                                          -------          -----          -------          -----

                                          $45,623          100.0%         $31,019          100.0%
                                          =======          =====          =======          =====
</TABLE>

Net sales for the nine months ended September 27, 1997 increased $14,604,000, or
47%, to $45,623,000 from $31,019,000 in the prior year's period, substantially
due to increased shipments into the gaming and lottery market. Shipments of the
Company's on-line lottery printers increased approximately $8,500,000, to
approximately $13,700,000, or 30.0% of net sales, in the current period, from
approximately $5,200,000 or 16.8% in the prior year's period. Additionally,
shipments of the Company's printers for use in video lottery terminals increased
approximately $1,800,000 from the prior year's period. The increase in sales of
printers for on-line lottery and video lottery terminals was somewhat offset by
lower sales of certain other gaming printers. In addition, approximately
$3,600,000 of the total increase was the result of increased shipments of the
Company's thermal kiosk printers. The remainder of the increase primarily
reflects increased shipments into the POS and financial services markets. The
Company's international sales in the current nine month period were $7,140,000,
or 15.7% of net sales, compared to $1,411,000, or 4.5% of net sales in the prior
year's period.

                                       8
<PAGE>   9
GROSS PROFIT. Gross profit increased $3,918,000, or 37%, to $14,380,000 from
$10,462,000 in the prior year's period. The increase is primarily the result of
the higher volume of sales. The gross margin declined 2.2%, to 31.5% from 33.7%,
due primarily to a larger proportion of printer sales at lower average selling
prices resulting from volume discount pricing, particularly in the gaming and
lottery market. The Company expects that its gross margin will remain relatively
stable. However, operating income as a percentage of net sales has increased
(see "Operating Income" below).

ENGINEERING, DESIGN AND PRODUCT DEVELOPMENT. Engineering, design and product
development costs increased by $196,000, or 10%, to $2,074,000 from $1,878,000
in the nine months ended September 28, 1996, and decreased as a percentage of
net sales to 4.5% from 6.0%. The increase was due primarily to additional
product design and development costs for new products in the POS and kiosk
markets, the enhancement of existing products in the POS market, and to a lesser
extent, compensation-related costs for additional engineering staff.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased $1,249,000, or 28%, to $5,715,000 from $4,466,000 in the
prior year's period. Selling expenses increased approximately $337,000 due
primarily to increased commissions resulting from higher volumes of unit sales
principally in the kiosk and POS markets and, to a lesser extent, increased
advertising and sales promotion costs for new POS product introductions. General
and administrative expenses increased approximately $912,000, primarily
reflecting an increase of general and administrative expenses incurred by the
Company as a stand alone, public company. In the prior year's period, such
expenses were allocated from Tridex, its former parent. Additionally, the
increase reflects increased incentive compensation and additional administrative
staff expenses to support higher business volumes. Selling, general and
administrative expenses decreased as a percentage of net sales to 12.5% from
14.4%, due primarily to management's continuing efforts to control these
expenses.

OPERATING INCOME. Operating income increased $2,473,000, or 60%, to $6,591,000
from $4,118,000 in the prior nine month period. Operating income increased as a
percentage of net sales to 14.5% from 13.3%, reflecting the Company's ability to
control operating expenses while increasing sales.

OTHER INCOME. Other income (expense) for the nine months ended September 28,
1996 included a gain of $285,000 from the sale of securities acquired in the
sale of the Company's solenoid product line in 1994.

INCOME TAXES. The provision for income taxes for the nine months ended September
27, 1997 reflects an effective tax rate of 38.5%. The effective rate in the
comparable prior period was 39.4%.

NET INCOME. Net income for the current period was $4,029,000, or $0.58 per
share, as compared to $2,660,000, or $0.48 per share (pro forma), in the prior
year's period. Weighted average shares outstanding increased to 6,925,000 shares
from 5,570,000 shares (pro forma) in the prior year's period.

LIQUIDITY AND CAPITAL RESOURCES

The Company generated cash flows from operations of $2,715,000 and $1,937,000
for the nine months ended September 27, 1997 and September 28, 1996,
respectively. The Company's working capital was $12,826,000 at September 27,
1997 compared with $8,609,000 at December 31, 1996. The current ratio was 2.97
to 1.0 at September 27, 1997 and 2.47 to 1.0 at December 31, 1996. The increase
in working capital and net operating assets for the nine month period was funded
primarily through cash from operations.

On August 22, 1996, the Company sold 1,150,000 shares of its common stock at a
price of $8.50 per share in the Offering. On September 18, 1996, the Company
issued an additional 172,500 shares upon exercise of the underwriters'
over-allotment option. Net proceeds from the Offering (including the exercise of
the underwriters' over-allotment option) were approximately $8,991,000 after
payment of $2,250,000 of Offering expenses. In conjunction with the Offering,
the Company also repaid $7,500,000 of a total of $8,500,000 of intercompany
indebtedness to Tridex and issued a $1,000,000 subordinated promissory note to
Tridex. The note, which bore interest at the rate paid by Tridex under its
revolving credit facility, was repaid on February 14, 1997.

                                       9
<PAGE>   10
Prior to the Offering, the Company participated in Tridex's centralized cash
management system. While under this system, cash deposits from the Company were
transferred to Tridex on a daily basis and Tridex funded the Company's
disbursement bank accounts as required. On August 22, 1996, the Company ceased
to participate in the Tridex cash management system.

On August 29, 1996, the Company entered into an agreement with Fleet National
Bank ("Fleet") to provide the Company with a $5,000,000 revolving credit
facility (the "Credit Facility"). The Credit Facility expires on June 30, 1998,
bears interest on outstanding borrowings at Fleet's prime rate (8.50% at
September 27, 1997), and bears a commitment fee of one quarter of one percent on
any unused portion of the Credit Facility. The Credit Facility also permits the
Company to designate a LIBOR rate on outstanding borrowings with a margin of 1.5
percentage points over the market rate. The Credit Facility is secured by a lien
on substantially all of the assets of the Company, imposes certain financial
covenants (including, among other things, a minimum tangible net worth, a
maximum leverage ratio, a minimum current ratio and a minimum interest coverage
ratio) and restricts the payment of cash dividends and the creation of liens.
The Company was in compliance with all covenants under this facility at
September 27, 1997 and expects to be in compliance with these covenants for the
remainder of 1997.

During the nine months ended September 27, 1997, the Company borrowed and repaid
$1,200,000 under the Credit Facility.

The Company's capital expenditures were approximately $1,688,000 and $1,398,000
for the nine months ended September 27, 1997 and September 28, 1996,
respectively. These expenditures primarily included tooling and factory
machinery and equipment. The Company's total capital expenditures for fiscal
1997 are expected to be approximately $2,300,000.

The Company believes that cash flows generated from operations and borrowings
available under the Credit Facility, if necessary, will provide sufficient
resources to meet the Company's working capital needs, finance its capital
expenditures and meet its liquidity requirements through December 31, 1997.

                           PART II. OTHER INFORMATION

ITEM 6.           Exhibits and Reports on Form 8-K

                  a.   Exhibits

                              Exhibit 11      Computation of  Per Share Earnings

                              Exhibit 27      Financial Data Schedule

                  b.   Reports on Form 8-K

                       The Company did not file any reports on Form 8-K during
the quarter covered by this report.

                                       10
<PAGE>   11
                                    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 thereunto duly authorized.

                                      TRANSACT TECHNOLOGIES INCORPORATED
                                      ----------------------------------------
                                      (Registrant)

November 7, 1997                      /s/ Richard L. Cote
                                      ----------------------------------------
                                      Richard L. Cote
                                      Executive Vice President, Secretary,
                                      Treasurer and Chief Financial Officer

                                       11
<PAGE>   12
                       TRANSACT TECHNOLOGIES INCORPORATED

                  EXHIBIT 11 COMPUTATION OF PER SHARE EARNINGS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED                    NINE MONTHS ENDED
                                                 ------------------------------       --------------------------------
                                                 SEPTEMBER 27,    September 28,       SEPTEMBER 27,     September 28,
                                                    1997              1996                1997                1996
                                                 -------------    -------------       -------------     -------------
<S>                                              <C>              <C>                 <C>               <C>
PRIMARY:
  EARNINGS:
    Net income                                   $1,582,000        $  927,000          $4,029,000          $2,660,000
                                                 ==========        ==========          ==========          ==========
  SHARES:

  Weighted average common shares
    outstanding                                   6,788,000         5,901,000*          6,761,000           5,567,000*

  Dilutive effect of outstanding options
    and warrants as determined by the
    treasury stock method                           226,000             8,000             164,000               3,000
                                                 ----------        ----------          ----------          ----------
                                                  7,014,000         5,909,000*          6,925,000           5,570,000*
                                                 ==========        ==========          ==========          ==========

  EARNINGS PER COMMON
    AND COMMON EQUIVALENT SHARE:

  Primary                                        $     0.23        $     0.16*         $     0.58          $     0.48*
                                                 ==========        ==========          ==========          ==========
</TABLE>

   *  Weighted average common shares outstanding and primary earnings per common
      and common equivalent share for the three and nine months ended September
      28, 1996 are presented on a pro forma basis.

                                       12

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM TRANSACT
TECHNOLOGIES INCORPORATED QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED
SEPTEMBER 27, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-27-1997
<CASH>                                           1,535
<SECURITIES>                                         0
<RECEIVABLES>                                    8,289
<ALLOWANCES>                                       148
<INVENTORY>                                      8,762
<CURRENT-ASSETS>                                19,352
<PP&E>                                          10,828
<DEPRECIATION>                                   6,224
<TOTAL-ASSETS>                                  26,148
<CURRENT-LIABILITIES>                            6,526
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            68
<OTHER-SE>                                      18,864
<TOTAL-LIABILITY-AND-EQUITY>                    26,148
<SALES>                                         45,623
<TOTAL-REVENUES>                                45,623
<CGS>                                           31,243
<TOTAL-COSTS>                                   31,243
<OTHER-EXPENSES>                                    24
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  11
<INCOME-PRETAX>                                  6,556
<INCOME-TAX>                                     2,527
<INCOME-CONTINUING>                              4,029
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     4,029
<EPS-PRIMARY>                                     0.58
<EPS-DILUTED>                                        0
        

</TABLE>


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