-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SP60RM4OlRKjcgwXq/AQWwevH08f/0y3RcM4gGPm5v6ue7JShn4Tvre4jCXJlzKI ytJkISUd7ffsLazr8YKheg== 0000891092-04-003103.txt : 20040706 0000891092-04-003103.hdr.sgml : 20040705 20040706062443 ACCESSION NUMBER: 0000891092-04-003103 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040630 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELECOMMUNICATION SYSTEMS INC /FA/ CENTRAL INDEX KEY: 0001111665 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 521526369 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30821 FILM NUMBER: 04901300 BUSINESS ADDRESS: STREET 1: 275 WEST ST CITY: ANNAPOLIS STATE: MD ZIP: 21401 BUSINESS PHONE: 4102637616 MAIL ADDRESS: STREET 1: 275 WEST ST CITY: ANNAPOLIS STATE: MD ZIP: 21401 8-K 1 e18340_8k.txt FORM 8-K 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 June 30, 2004 Date of Report (Date of earliest event reported) TeleCommunication Systems, Inc. ------------------------------- (Exact name of registrant as specified in its charter) Maryland 0-30821 52-1526369 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 275 West Street, Annapolis, Maryland 21401 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (410) 263-7616 N/A (Former Name or Former Address, if Changed Since Last Report) Item 7. Financial Statements and Exhibits. (a) Financial statements of business acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. The following material is not filed but is furnished pursuant to Item 12 as an exhibit in this Current Report on Form 8-K. Exhibit Description ------- ----------- 99 Press release of TeleCommunication Systems, Inc. dated June 30, 2004. Item 12. Results of Operations and Financial Condition. On June 30, 2004, TeleCommunication Systems, Inc. issued a press release announcing information concerning its revenue and earnings expectations for the quarter ended June 30, 2004 and certain other information. A copy of this press release is being furnished herewith as Exhibit 99 and is hereby incorporated by reference. Pursuant to General Instruction B(6) to Form 8-K, the information furnished in this Item 12, including the exhibit listed below, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference in any other filing under the Securities Act of 1933, as amended, or the Exchange Act unless the registrant specifically incorporates this item in a filing under either of such acts. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TELECOMMUNICATIONS SYSTEMS, INC. Date: July 1, 2004 By: /s/ Thomas M. Brandt, Jr. ----------------------------------- Name: Thomas M. Brandt, Jr. Title: Senior Vice President and Chief Financial Officer -3- EXHIBIT INDEX Exhibit Description ------- ----------- 99 Press release of TeleCommunication Systems, Inc. dated June 30, 2004. EX-99 2 e18340ex99.txt PRESS RELEASE Exhibit 99 TCS Reaffirms Second Quarter Outlook Company Expects Over $40 Million Revenue and Positive Net Income for the Quarter ANNAPOLIS, Md., June 30 /PRNewswire-FirstCall/ -- TeleCommunication Systems, Inc. (Nasdaq: TSYS), a global leader in wireless data technology, today announced it expects results for the quarter to be above the midpoint of the range of revenues and net income previously announced by the company: revenues between $38 and $42 million, and GAAP earnings per share between minus 3 and plus 5 cents per share. "Following a seasonally low first quarter for Government segment revenue, the company had very strong government orders and systems deliveries during the three months now ending," commented Maurice B. Tose, Chairman, President and CEO for TCS. "In addition, strong growth in our wireless carrier customers' usage of TCS text messaging technology generated significant license revenue for added capacity." "This will represent the third of four quarters that our company has reported positive GAAP net income (after deducting all noncash charges, which have approximated 10 cents a share per quarter in 2004.) With a growing order book for wireless carrier location-based software systems and the momentum in our Government segment, the company expects continued quarter over quarter improvement in performance during the balance of 2004. As we indicated at the beginning of the year, we intend to achieve overall revenue of $150 to $170 million for 2004, with per share net income of 12 to 18 cents a share." TCS cautioned that these anticipated results are based on the best information currently available, and are subject to change and the closing of the books and customary quarterly and yearly accounting procedures. The quarter end earnings release and investor conference call are tentatively scheduled for July 29; a press release announcing details for the call will be made in advance. ABOUT TELECOMMUNICATION SYSTEMS, INC. TeleCommunication Systems, Inc. (TCS) (Nasdaq: TSYS) is a leading provider of mission critical wireless data solutions to carriers, enterprise and government customers. TCS' wireless data offerings range from providing location-based Enhanced 9-1-1 services and messaging infrastructure to wireless operators, real-time market data and alerts to financial institutions, mobile asset management and mobile office solutions for enterprises, and encrypted satellite communications to government customers. For more information visit http://www.telecomsys.com, and for detailed financial data and guidance see the investor relations pages of the company website at http://media.corporate-ir.net/media_files/nsd/tsys/model.htm. This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. These statements are based upon TCS' current expectations and assumptions that are subject to a number of risks and uncertainties that would cause actual results to differ materially from those anticipated. The words, "believe," "expect," "intend," "anticipate," and variations of such words, and similar expressions identify forward-looking statements, but their absence does not mean that the statement is not forward-looking. Statements in this announcement that are forward- looking include, but are not limited to, Mr. Tose's statement that "TCS expects continued quarter over quarter improvement in performance during the balance of 2004," and "we intend to achieve overall revenue of $150 to $170 million for 2004, with per share net income of $.12 to $.18." The actual results realized by the Company could differ materially from the statements made herein, depending in particular upon the risks and uncertainties described in the Company's filings with the Securities and Exchange Commission (SEC). These include without limitation risks and uncertainties relating to the Company's financial results and the ability of the Company to (i) sustain profitability as anticipated, (ii) continue to rely on its customers and other third parties to provide additional products and services that create a demand for its products and services, (iii) conduct its business in foreign countries, (iv) adapt and integrate new technologies into its products, (v) expand its business offerings in the new wireless data industry, (vi) develop software and provide services without any errors or defects, (vii) protect its intellectual property rights, and (viii) implement its sales and marketing strategy. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update or revise the information in this press release, whether as a result of new information, future events or circumstances, or otherwise. SOURCE TeleCommunication Systems, Inc. -0- 06/30/2004 /CONTACT: Tom Brandt, Senior Vice President & CFO of TeleCommunication Systems, Inc., +1-410-280-1001, brandtt@telecomsys.com; or Investor Relations: Scott Liolios of Liolios Group, +1-949-574-3860, Scott@liolios.com, for TeleCommunication Systems, Inc./ /Photo: NewsCom: http://www.newscom.com/cgi-bin/prnh/20030618/TSYSLOGO AP Archive: http://photoarchive.ap.org PRN Photo Desk, 888-776-6555 or 212-782-2840/ /Web site: http://www.telecomsys.com / (TSYS) CO: TeleCommunication Systems, Inc.; TCS ST: Maryland IN: TLS MLM CPR SU: ERP -----END PRIVACY-ENHANCED MESSAGE-----