TRANSACT TECHNOLOGIES INC
10-Q, 1997-08-08
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:  June 28, 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.

CLASS                                                  OUTSTANDING JULY 25, 1997

COMMON STOCK,
$.01 PAR VALUE                                                         6,772,300


<PAGE>   2
                       TRANSACT TECHNOLOGIES INCORPORATED

                                      INDEX

PART I.        Financial Information:                                   Page No.
- -------        ----------------------                                   --------

     Item 1.   Financial Statements

               Consolidated condensed balance sheets as of June 28,  
               1997 and December 31, 1996                                    3

               Consolidated statements of income for the three months
               and six months ended June 28, 1997 and June 29, 1996          4

               Consolidated statements of cash flows for the six
               months ended June 28, 1997 and June 29, 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 4.   Submission of Matters to a Vote of Security Holders          10

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

     Signatures                                                             11

                             EXHIBIT INDEX


Exhibit 11                 Computation of Per Share Earnings                12
- ----------



                                       2
<PAGE>   3
                       TRANSACT TECHNOLOGIES INCORPORATED

                      CONSOLIDATED CONDENSED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                              JUNE 28,      December 31,
(In thousands)                                                  1997            1996
                                                            ------------    ------------
                                                             (UNAUDITED) 
<S>                                                         <C>             <C>         
ASSETS:                                                      
Current assets:
   Cash and cash equivalents                                $        779    $      1,041
   Receivables                                                     7,664           5,179
   Receivable from Tridex Corporation                                314             266
   Inventories                                                     9,726           7,370
   Other current assets                                              844             628
                                                            ------------    ------------
     Total current assets                                         19,327          14,484
                                                            ------------    ------------

Plant and equipment, net                                           4,665           3,964
Excess of cost over fair value of net assets acquired              2,160           2,246
Other assets                                                          81              90
                                                            ------------    ------------
                                                            $     26,233    $     20,784
                                                            ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
   Note payable to Tridex                                   $         --    $      1,000
   Accounts  payable                                               5,194           2,463
   Accrued liabilities                                             3,167           2,412
                                                            ------------    ------------
     Total current liabilities                                     8,361           5,875
                                                            ------------    ------------

Other liabilities                                                    608             502
                                                            ------------    ------------

Shareholders' equity:
   Common stock                                                       68              67
   Additional paid-in capital                                     13,590          13,186
   Retained earnings                                               3,616           1,169
   Cumulative valuation adjustment                                   (10)            (15)
                                                            ------------    ------------
                                                                  17,264          14,407
                                                            ------------    ------------
                                                            $     26,233    $     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              SIX MONTHS ENDED
                                                                   ----------------------------    ----------------------------
                                                                     JUNE 28,         June 29,       JUNE 28,        June 29,
(In thousands, except per share data)                                  1997            1996            1997            1996
                                                                   ------------    ------------    ------------    ------------
<S>                                                                <C>             <C>             <C>             <C>         
Net sales                                                          $     15,569    $      9,762    $     29,583    $     20,225
Cost of sales                                                            10,606           6,434          20,268          13,418
                                                                   ------------    ------------    ------------    ------------

Gross profit                                                              4,963           3,328           9,315           6,807
                                                                   ------------    ------------    ------------    ------------

Operating expenses:
   Engineering, design and product
      development costs                                                     779             640           1,457           1,306
   Selling, general and administrative expenses                           1,990           1,419           3,831           2,961
                                                                   ------------    ------------    ------------    ------------
                                                                          2,769           2,059           5,288           4,267
                                                                   ------------    ------------    ------------    ------------

Operating income                                                          2,194           1,269           4,027           2,540
                                                                   ------------    ------------    ------------    ------------
Other income (expense):
   Interest expense, net                                                     (8)             --             (16)             --
   Other, net                                                                 6             111              (7)            281
                                                                   ------------    ------------    ------------    ------------
                                                                             (2)            111             (23)            281
                                                                   ------------    ------------    ------------    ------------

Income before income taxes                                                2,192           1,380           4,004           2,821
Income taxes                                                                832             512           1,557           1,088
                                                                   ------------    ------------    ------------    ------------

Net income                                                         $      1,360    $        868    $      2,447    $      1,733
                                                                   ============    ============    ============    ============

Net income per common and common equivalent share:
   Primary                                                         $       0.20                    $       0.36
                                                                   ============                    ============
   Average common and common equivalent
      shares outstanding                                                  6,895                           6,886
                                                                   ============                    ============

Pro forma net income per common and common equivalent share:
   Primary                                                                         $       0.16                    $       0.32
                                                                                   ============                    ============
   Pro forma average common and common
      equivalent shares outstanding                                                       5,400                           5,400
                                                                                   ============                    ============
</TABLE>




           See notes to consolidated condensed financial statements.


                                       4
<PAGE>   5
                       TRANSACT TECHNOLOGIES INCORPORATED

                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                   SIX MONTHS ENDED
                                                                             ---------------------------
                                                                                JUNE 28,      June 29,
(In thousands)                                                                   1997           1996
                                                                             ------------   ------------
<S>                                                                          <C>            <C>         
Cash flows from operating activities:
   Net income                                                                $      2,447   $      1,733
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation and amortization                                                  807            550
       Gain on sale of securities available for sale                                   --           (285)
       Loss on disposal of equipment                                                   --              7
       Changes in operating assets and liabilities:
         Receivables                                                               (2,533)          (865)
         Inventory                                                                 (2,356)          (356)
         Other current assets                                                        (216)          (332)
         Other assets                                                                 (27)            (2)
         Accounts payable                                                           2,731            226
         Accrued liabilities and other liabilities                                    861            490
                                                                             ------------   ------------
           Net cash provided by operating activities                                1,714          1,166
                                                                             ------------   ------------

Cash flows from investing activities:
   Purchases of plant and equipment                                                (1,358)          (961)
   Proceeds from sale of securities available for sale                                 --            508
   Proceeds from sale of equipment                                                      1              7
                                                                             ------------   ------------
     Net cash used in investing activities                                         (1,357)          (446)
                                                                             ------------   ------------

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)            --
   Net transactions with Tridex prior to initial public stock offering                 --           (720)
   Other                                                                              376             --
                                                                             ------------   ------------
     Net cash used in financing activities                                           (624)          (720)
                                                                             ------------   ------------

Effect of exchange rate changes on cash                                                 5             --
                                                                             ------------   ------------

Decrease in cash and cash equivalents                                                (262)            --
Cash and cash equivalents at beginning of period                                    1,041             --
                                                                             ------------   ------------
Cash and cash equivalents at end of period                                   $        779   $         --
                                                                             ============   ============
</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 June 28, 1997, the results of its operations
         for the three and six months ended June 28, 1997 and June 29,1996,
         and changes in its cash flows for the six months ended June 28,
         1997 and June 29, 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 six months ended
         June 28, 1997 and June 29, 1996 are not necessarily indicative of the
         results to be expected for the full year.

2.      Earnings per share

                  Primary net income per common share for the three and six
         months ended June 28, 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 six months ended June 29, 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 six months ended
         June 28, 1997 would have been unchanged at $0.20 and $0.36,
         respectively.

3.       Inventories:

           The components of inventory are:
<TABLE>
<CAPTION>
                                                            June 28,         December 31,
             (In thousands)                                   1997              1996
                                                          ------------      ------------
<S>                                                       <C>               <C>         
             Raw materials and component parts            $      7,451      $      5,828
             Work-in-process                                     1,107               810
             Finished goods                                      1,168               732
                                                          ------------      ------------
                                                          $      9,726      $      7,370
                                                          ============      ============
</TABLE>

4.     Other income, net:

                 Other income, net for the three months and six months ended 
       June 29, 1996 included a gain on the sale of securities available for 
       sale of $106,000 and $285,000, respectively.


                                       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 of record on March 14, 1997 at the rate of 1.005 shares of
         Transact common stock for each share of Tridex common stock
         outstanding.



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 JUNE 28, 1997 COMPARED TO THREE MONTHS ENDED JUNE 29, 1996
- ------------------------------------------------------------------------------

NET SALES. Net sales into each of the Company's four vertical markets for the
current and prior quarter were as follows:

<TABLE>
<CAPTION>
                                                Three months ended                      Three months ended
               (In thousands)                      June 28, 1997                          June 29, 1996
                                             ---------------------------           ---------------------------
<S>                                          <C>                    <C>            <C>                    <C>  
               Point of sale                 $ 5,648                36.3%          $ 4,695                48.1%
               Gaming and lottery              6,886                44.2             3,409                34.9
               Financial services              1,095                 7.0               934                 9.6
               Kiosk                           1,940                12.5               724                 7.4
                                             -------             -------           -------             -------
                                             $15,569               100.0%          $ 9,762               100.0%
                                             =======             =======           =======             =======
</TABLE>

Net sales for the quarter ended June 28, 1997 increased $5,807,000, or 59%, to
$15,569,000 from $9,762,000 in the prior year's quarter. Shipments of the
Company's on-line lottery printers increased approximately $3,500,000, to
approximately $5,200,000, or 33.4% of net sales, in the current quarter, from
approximately $1,700,000, or 17.4%, in the prior year's quarter. In addition,
approximately $1,200,000 of the total increase was the result of increased
shipments of the Company's thermal kiosk printers for a Canadian government
application. The remainder of the increase primarily reflects increased
shipments into the POS and financial services markets.

GROSS PROFIT. Gross profit increased $1,635,000, or 49%, to $4,963,000 from
$3,328,000 in the prior period, primarily as a result of the higher volume of
shipments of printers, particularly into the gaming and lottery and kiosk
markets. The gross margin declined 2.2%, to 31.9% from 34.1%, 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 profit will increase with increased net sales,
while 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 $139,000, or 22%, to $779,000 from $640,000 in
the three months ended June 29, 1996, and decreased as a percentage of net sales
to 5.0% from 6.6%. The increase was due primarily to increased product design
and 

                                       7
<PAGE>   8
development costs, primarily for new products in the POS market, as well as
compensation-related costs for additional engineering staff.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased $571,000, or 40%, to $1,990,000 from $1,419,000 in the prior
period. Selling expenses increased approximately $187,000 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 costs
for new POS product introductions. General and administrative costs increased
approximately $384,000. This increase reflects an increase of general and
administrative expenses incurred by the Company as a stand alone, public
company. In the prior period, such expenses were allocated from Tridex, its
former parent. Additionally, the increase reflects increased incentive
compensation costs and increased costs for additional administrative staff to
support increasing business volumes. Selling, general and administrative
expenses decreased as a percentage of net sales to 12.8% from 14.5%, as
management continues to closely monitor these costs.

OPERATING INCOME. Operating income increased $925,000, or 73%, to $2,194,000
from $1,269,000 in the prior year's quarter. Operating income increased as a
percentage of net sales to 14.1% from 13.0%, reflecting the Company's ability to
control operating expenses while increasing its level of sales.

OTHER INCOME. Other income (expense), net for the three months ended June 29,
1996 included a gain of $106,000 from the sale of the remainder of securities
acquired in the sale of the Company's solenoid product line in the year ended
April, 2, 1994.

INCOME TAXES. The provision for income taxes for the quarter ended June 28,1997
reflects an effective tax rate of 38.0%. The effective tax rate in the prior 
period's quarter was approximately 37.1%, which includes a benefit resulting 
from certain tax credits.

NET INCOME. Net income for the current quarter was $1,360,000, or $0.20 per
share, as compared to $868,000, or $0.16 per share (pro forma), in the prior
year's quarter. Weighted average shares outstanding increased to 6,895,000
shares from 5,400,000 shares (pro forma) in the prior year's quarter.

SIX MONTHS ENDED JUNE 28, 1997 COMPARED TO SIX MONTHS ENDED JUNE 29, 1996

NET SALES. Net sales into each of the Company's four vertical markets for the
current and prior six-month period were as follows:

<TABLE>
<CAPTION>
                                                 Six months ended                     Six months ended
               (In thousands)                     June 28, 1997                         June 29, 1996
                                             -------------------------             -------------------------
<S>                                          <C>                  <C>              <C>                  <C>  
               Point of sale                 $10,697              36.2%            $ 9,349              46.2%
               Gaming and lottery             11,888              40.2               6,763              33.4
               Financial services              2,585               8.7               2,727              13.5
               Kiosk                           4,413              14.9               1,386               6.9
                                             -------             -----             -------             -----

                                             $29,583             100.0%            $20,225             100.0%
                                             =======             =====             =======             =====
</TABLE>

Net sales for the six months ended June 28, 1997 increased $9,358,000, or 46%,
to $29,583,000 from $20,225,000 in the prior year's period. Shipments of the
Company's on-line lottery printers increased approximately $4,500,000, to
approximately $7,900,000, or 26.7% of net sales, in the current period, from
approximately $3,400,000, or 16.8%, in the prior year's period. In addition,
approximately $3,100,000 of the total increase was the result of increased
shipments of the Company's thermal kiosk printers for a Canadian government
application. The remainder of the increase primarily reflects increased
shipments into the POS market, offset by a slight decrease in sales in the
financial services markets.

GROSS PROFIT. Gross profit increased $2,508,000, or 37%, to $9,315,000 from
$6,807,000 in the prior period. The increase is primarily the result of the
higher volume of shipments of printers, particularly into the gaming and lottery
and kiosk markets. 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 profit will increase with
increased net sales, while 

                                       8
<PAGE>   9
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 $151,000, or 12%, to $1,457,000 from $1,306,000
in the six months ended June 29, 1996, and decreased as a percentage of net
sales to 4.9% from 6.5%. The increase was due primarily to increased product
design and development costs, primarily for new products in the POS market, as
well as compensation-related costs for additional engineering staff.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased $870,000, or 29%, to $3,831,000 from $2,961,000 in the prior
period. Selling expenses increased approximately $287,000 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 costs
for new POS product introductions. General and administrative costs increased
approximately $583,000. This increase reflects an increase of general and
administrative expenses incurred by the Company as a stand alone, public
company. In the prior period, such expenses were allocated from Tridex, its
former parent. Additionally, the increase reflects increased incentive
compensation costs and increased costs for additional administrative staff.
Selling, general and administrative expenses decreased as a percentage of net
sales to 13.0% from 14.6%, as management continues to closely monitor these
costs.

OPERATING INCOME. Operating income increased $1,487,000, or 59%, to $4,027,000
from $2,540,000 in the prior six month period. Operating income increased as a
percentage of net sales to 13.6% from 12.6%, reflecting the Company's ability to
control operating expenses while increasing its level of sales.

OTHER INCOME. Other income (expense), net for the six months ended June 29, 1996
includes a gain of $285,000 from the sale of the remainder of securities
acquired in the sale of the Company's solenoid product line in the year ended
April, 2, 1994.

INCOME TAXES. The provision for income taxes for the six months ended June 28,
1997 reflects an effective tax rate of 38.9%. The effective rate in the 
comparable prior period was 38.6%. The provision for this period includes
a benefit resulting from certain tax credits.

NET INCOME. Net income for the current period was $2,447,000, or $0.36 per
share, as compared to $1,733,000, or $.32 per share (pro forma), in the prior
year's period. Weighted average shares outstanding increased to 6,886,000 shares
from 5,400,000 shares (pro forma) in the prior year's period.

LIQUIDITY AND CAPITAL RESOURCES

The Company generated cash flows from operations of $1,714,000 and $1,166,000
for the six months ended June 28, 1997 and June 29, 1996, respectively. The
Company's working capital was $10,966,000 at June 28, 1997 compared with
$8,609,000 at December 31, 1996. The current ratio was 2.31 to 1.0 at June 28,
1997 and 2.47 to 1.0 at December 31, 1996. The increase in working capital and
net operating assets for the six month period was funded through cash from
operations.

Concurrent with the Offering, the Company 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.

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 June
28, 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

                                       9
<PAGE>   10
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 June 28,
1997 and expects to be in compliance with these covenants for the remainder of
1997.

During the six months ended June 28, 1997, the Company borrowed $1,200,000 under
the Credit Facility, primarily to fund its short-term working capital
requirements. Such borrowings were repaid by June 28, 1997.

The Company's capital expenditures were approximately $1,358,000 and $961,000
for the six months ended June 28, 1997 and June 29, 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 $2,800,000.

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 4.  Submission of Matters to a Vote of Security Holders

         The Company held its Annual Meeting of Shareholders on May 1, 1997.
         Matters voted upon at the meeting and the number of votes cast for,
         against or withheld, are as follows:

         (1)      To consider and act upon a proposal to elect one Director to
                  serve until the Annual Meeting of Shareholders in the year
                  2000 or until his successor has been duly elected and
                  qualified. Nominee was Charles A. Dill. Votes cast were as
                  follows: 6,512,574 for; 1,000 against; no withheld.

         (2)      To consider and act upon a proposal to adopt an amendment to
                  the Company's Certificate of Incorporation and By-Laws which
                  would eliminate the ability of shareholders of the Company to
                  act by written consent. Votes cast were as follows: 5,697,982
                  for; 198,500 against; 617,092 withheld.


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
                                   SIGNATURES


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)



August 8, 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                   SIX MONTHS ENDED
                                                ----------------------------        ----------------------------
                                                  JUNE 28,         June 29,          JUNE 28,          June 29,
                                                   1997              1996              1997              1996
                                                ----------        ----------        ----------        ----------
<S>                                             <C>               <C>               <C>               <C>       
PRIMARY:
   EARNINGS:
     Net income                                 $1,360,000        $  868,000        $2,447,000        $1,733,000
                                                ==========        ==========        ==========        ==========

   SHARES:
   Weighted average common shares
     outstanding                                 6,771,000         5,400,000*        6,747,000         5,400,000*
   Dilutive effect of outstanding options
     and warrants as determined by the
     treasury stock method                         124,000                --           139,000                --
                                                ----------        ----------        ----------        ----------
                                                 6,895,000         5,400,000*        6,886,000         5,400,000*
                                                ==========        ==========        ==========        ==========

   EARNINGS PER COMMON
     AND COMMON EQUIVALENT SHARE:
   Primary                                      $     0.20        $     0.16*       $     0.36        $     0.32*
                                                ==========        ==========        ==========        ==========
</TABLE>


   *  Weighted average common shares outstanding and primary earnings per common
      and common equivalent share for the three and six months ended June 29,
      1996 are presented on a pro forma basis.


                                       12

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-28-1997
<CASH>                                             779
<SECURITIES>                                         0
<RECEIVABLES>                                    8,118
<ALLOWANCES>                                       140
<INVENTORY>                                      9,726
<CURRENT-ASSETS>                                19,327
<PP&E>                                          10,655
<DEPRECIATION>                                   5,990
<TOTAL-ASSETS>                                  26,233
<CURRENT-LIABILITIES>                            8,361
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            68
<OTHER-SE>                                      17,196
<TOTAL-LIABILITY-AND-EQUITY>                    26,233
<SALES>                                         29,583
<TOTAL-REVENUES>                                29,583
<CGS>                                           20,268
<TOTAL-COSTS>                                   25,556
<OTHER-EXPENSES>                                     7
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  16
<INCOME-PRETAX>                                  4,004
<INCOME-TAX>                                     1,557
<INCOME-CONTINUING>                              2,447
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,447
<EPS-PRIMARY>                                     0.36
<EPS-DILUTED>                                        0
        

</TABLE>


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