Item 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Forward-Looking Statements
Certain statements included in this Quarterly Report on Form 10-Q for the period ended March 31, 2024 (this “Report”), including
without limitation, statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are “forward-looking statements” within the meaning of the U.S. federal securities laws, including the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are any statements other than statements of historical fact. Forward-looking statements represent current views about possible future events and are often identified by the use of
forward-looking terminology, such as “may,” “will,” “could,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” “plan,” “predict,” “design” or “continue” or the negative thereof or other similar words. Forward-looking statements are
subject to certain risks, uncertainties and assumptions. In the event that one or more of such risks or uncertainties materialize, or one or more underlying assumptions prove incorrect, actual results may differ materially from those expressed or
implied by the forward-looking statements.
Important factors and uncertainties that could cause
actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following: the adverse effects of current economic conditions on our business, operations, financial
condition, results of operations and capital resources, difficulties or delays in manufacturing or delivery of inventory or other supply chain disruptions, inflationary pressures, the Russia/Ukraine and Middle East conflicts, inadequate
manufacturing capacity or a shortfall or excess of inventory as a result of difficulty in predicting manufacturing requirements due to volatile economic conditions, price increases or decreased availability of third party component parts or raw
materials at reasonable prices, our ability to successfully develop new products that garner customer acceptance and generate sales, both domestically and internationally, in the face of substantial competition; our reliance on an unrelated third
party to develop, maintain and host certain web-based food service application software and develop and maintain selected components of our downloadable software applications pursuant to a non-exclusive license agreement, and the risk that
interruptions in our relationship with that third party could materially impair our ability to provide services to our food service technology customers on a timely basis or at all and could require substantial expenditures to find or develop
alternative software products; our ability to successfully grow our business in the food service technology market; risks associated with the pursuit of strategic initiatives and business growth; our dependence on contract manufacturers for the assembly of a large
portion of our products in Asia; our dependence on significant suppliers; our ability to recruit and retain quality employees; our dependence on third parties for sales outside the United States; marketplace acceptance of new products; risks
associated with foreign operations; price wars, supply chain disruptions or other significant pricing pressures affecting the Company’s products in the United States or abroad; increased product costs or reduced customer demand for our products due
to changes in U.S. policy that may result in trade wars or tariffs; our ability to protect intellectual property; exchange rate fluctuations; the availability of needed financing on acceptable terms or at all; volatility of, and decreases in
trading prices of our common stock and other risk factors identified and discussed in Part I, Item 1A, Risk Factors, and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”) and that may be detailed from time to time in the Company’s other reports filed with the Securities and Exchange Commission (the “SEC”).
We caution readers not to place undue reliance on forward-looking statements, which speak only as of the date of this Report. We
undertake no obligation to publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other factors, except where we are expressly required to do so by applicable law.
Overview
TransAct is a global leader in developing and selling software-driven technology and printing solutions for high-growth markets including food service
technology, point of sale (“POS”) automation and casino and gaming. Our world-class products are designed from the ground up based on market and customer requirements and are sold under the BOHA!™, AccuDate™, Epic, EPICENTRAL®, and Ithaca® brand
names. During 2019, we launched a new line of products for the food service technology market, the BOHA! hardware solutions and companion branded suite of cloud-based applications. The BOHA! software and hardware products help restaurants,
convenience stores and food service operators of all sizes automate the food production in the back-of-house operations. Known and respected worldwide for innovative designs and real-world service reliability, our thermal printers and terminals
generate top-quality labels, coupons and transaction records such as receipts, tickets and other documents. We sell our technology to original equipment manufacturers (“OEMs”), value-added resellers, and select distributors, as well as directly to end
users. Our product distribution spans across the Americas, Europe, the Middle East, Africa, Asia, Australia, New Zealand, the Caribbean Islands and the South Pacific. We also offer world-class service, support, labels, spare parts, accessories and
printing supplies to our growing worldwide base of products currently in use by our customers. Through our TransAct Services Group (“TSG”), we provide a complete range of supplies and consumables used in the printing activities of customers in the
restaurant and hospitality, retail, casino and gaming, and government markets. Through our webstore, www.transactsupplies.com, and our direct selling team, we address the demand for these products. We operate in one reportable segment: the design,
development, and marketing of software-driven technology and printing solutions for high growth markets, and provide related services, supplies and spare parts.
Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Form 10-Q are listed without the ©, ® and ™
symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, service marks, trade names and copyrights.
Recent Developments
The Company engaged an advisor in the fourth quarter of 2023 to assist in determining the best long-term strategy for its business and ensure the Company is
maximizing the value of its operations for all shareholders and stakeholders. For information regarding the risks related to our engagement with an advisor, please see Part I, Item 1A, Risk Factors under the sub-caption “Our success may depend in part
on our ability to identify and pursue the best long-term strategy for our businesses” in our 2023 Form 10-K.
Current Business Trends
After strong demand during most of 2023 due in part to our primary competitor’s struggle to deliver products in the
face of supply chain constraints, in late 2023, we began to see indications of a temporary slowdown in demand in the casino and gaming market, as customers that had built up excess inventory due to supply chain concerns advised us that they would
temporarily reduce orders until their stock normalized. This slowdown impacted our results in the fourth quarter of 2023 and the first quarter of 2024, and we expect this trend to continue to impact results during 2024 until these customers are able to
sell their on-hand inventory. Further, our primary competitor in the casino and gaming market has resumed supplying product and continued to increase volume at what we believe is full capacity, which has resulted in the beginning of downward pricing
pressure in that market and could exacerbate the demand slowdown, which has negatively impacted our worldwide casino and gaming sales. In addition, we have experienced cost increases as a result of current economic conditions, most of which we have
been able to offset by increasing prices of our products. However, there can be no guarantee that we will be able to increase prices sufficiently to offset any future such cost increases that cannot be predicted, and we may be further impacted by
supply chain disruptions, inflationary pressures and other global economic conditions that may affect the markets we serve and from which we source our supplies and parts.
Balance Sheet, Cash Flow and Liquidity. During the
third quarter of 2023, we began a cost reduction initiative to reduce our overall level of operating expenses that included reducing employee headcount, trade show, advertising and other promotional marketing expenses, certain third party engineering
resources and other expenses, and to a lesser extent, certain general and administrative expenses. We saw the full impact of these actions in the first quarter of 2024 and expect they will result in approximately $3 million of annualized savings
compared to 2023 levels, partially offset by typical annual inflationary and cost of living increases in operating expenses. Notwithstanding the foregoing, there is no assurance that the cost-cutting efforts we have taken to bring expenses in line with
our revenue and mitigate the impact of global economic conditions such as supply chain disruptions and inflation, and conditions in our markets will be sufficient or adequate, and we may be required to take additional measures, as the ultimate extent
of the effects of these risks on the Company, our financial condition, results of operations, liquidity, and cash flows are uncertain and are dependent on evolving developments which cannot be predicted at this time.
Notwithstanding the foregoing, there is no assurance that the actions we have taken in response to the current business trends are sufficient or adequate,
and we may be required to take additional preventive or responsive measures, as the ultimate extent of the effects of these risks on the Company, our financial condition, results of operations, liquidity, and cash flows are uncertain and are dependent
on evolving developments that cannot be predicted at this time. See Part I, Item 1A, Risk Factors, of the 2023 Form 10-K for further discussion of risks related to these current business trends.
Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our unaudited Condensed Consolidated Financial
Statements, which have been prepared by us in accordance with accounting principles generally accepted in the United States of America. The presentation of these financial statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenue and expenses, and the disclosure of contingent assets and liabilities. Our critical accounting estimates include those related to revenue recognition, accounts receivable, inventory obsolescence,
goodwill and intangible assets, the valuation of deferred tax assets and liabilities and share-based compensation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the
circumstances. There have been no material changes in our critical accounting estimates from the information presented in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the 2023 Form
10-K.
Results of Operations: Three months ended March 31, 2024 compared to three months ended March 31, 2023
Net Sales: Net sales, which
include printer, terminal and software sales, as well as sales of replacement parts, consumables (including labels) and maintenance and repair services, by market for the three months ended March 31, 2024 and 2023 were as follows (in thousands,
except percentages):
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Three Months Ended
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Three Months Ended
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March 31, 2024
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March 31, 2023
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$ Change
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% Change
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Food service technology (“FST”)
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TransAct Services Group (“TSG”)
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* |
International sales do not include sales of printers and terminals made to domestic distributors or other domestic customers who may, in turn, ship those printers
and terminals to international destinations.
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Net sales for the first quarter of 2024 decreased $11.6 million, or 52%,
compared to the first quarter of 2023. Printer, terminal and other hardware unit sales volume decreased 62% to approximately 19,000 units, due primarily to a 63% unit sales volume decrease in the casino and gaming market, a 57% unit sales volume decline in the POS automation market and a 50% unit sales volume decline in FST hardware. For more information about the sales volume decreases
described above, please refer to the results of operations for each of our markets discussed further below. The average selling price of our printers, terminals and other hardware was relatively flat in the first quarter of 2024 compared to the
first quarter of 2023. In addition, FST software, labels and other recurring revenue increased $0.1 million, or 3%, in the first quarter of 2024 compared to the first quarter of 2023.
International sales for the first quarter of 2024 decreased $1.8 million, or 38%, from the same period in 2023 due primarily to lower sales in our casino
and gaming market.
Food service technology (“FST”). Our primary
offering in the FST market is our line of BOHA! products, which can combine our latest generation terminal and workstation, which include one or two printers, with our BOHA! labeling, timers, and media software. In addition, customers may
individually purchase cloud-based software applications that connect to an application on a separate mobile device into a solution to automate back-of-house operations in restaurants, convenience stores and food service operations. The additional
software offering of BOHA! consists of a variety of individually purchased software-as-a-service (“SaaS”)-based applications for both Android and iOS operating systems, including applications for temperature monitoring, temperature taking and
checklists and task lists. These applications are sold separately, and customers purchase the applications they need for their back-of-house operations. Customers may also purchase associated hardware, such as tablets, temperature sensors and
gateways. The BOHA! Terminal and newly launched Terminal 2 combine an operating system and hardware components in a device that includes a touchscreen and one or
two thermal print mechanisms that print easy-to-read food rotation labels, grab-and-go labels, and nutritional labels for prepared foods, and “enjoy by” date labels. The BOHA! WorkStation uses an iPad or Android tablet instead of an integrated
touchscreen. The BOHA! Terminal, Terminal 2 and WorkStation are equipped with the TransAct Enterprise Management System to ensure that only approved touchscreen functions are available on the touchscreen device and to allow over-the-air updates to
the operating system. BOHA! helps food service establishments and restaurants (including fine dining, casual dining, fast casual and quick-service restaurants, convenience stores, hospitality establishments and contract food service providers)
effectively manage food safety and grab-and-go initiatives, as well as automate and manage back-of-house operations. Recurring revenue from BOHA! is generated by software sales, including software subscriptions that are typically charged to
customers annually on a per-application basis, as well as sales of labels, extended warranty and service contracts, and technical support services.
Sales of our worldwide FST products for the three months ended March 31, 2024 and 2023 were as follows (in thousands, except percentages):
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Software, labels and other recurring revenue
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The decrease in food service technology sales in the first quarter of 2024 compared to the
first quarter of 2023 was primarily driven by a decrease in hardware sales. Hardware sales decreased 21% in the first quarter of 2024 compared to the first quarter of 2023 due primarily to 89% lower sales of our AccuDate 9700 terminals which
we discontinued at the end of 2023. This decrease was partially offset by a 43% increase in sales of our BOHA! terminals and Workstation, led by strong sales of our newly launched BOHA! Terminal 2 to a large international quick serve restaurant (“QSR”)
customer. FST software, labels and other recurring revenue increased 3% compared to the prior year period due largely to the overall increased base of installed terminals.
Recently, a significant customer notified us that it would be terminating service, including its BOHA! software subscriptions and label sales, for its
existing installed base of BOHA! terminals by the middle of June 2024. Total sales to this customer were approximately $4.0 million in 2023. Despite the loss of this customer, we expect FST revenue for the remainder of 2024 to be relatively
consistent with 2023, as we expect revenue from new customers, including those from our newly announced international QSR customer, to largely offset those from the lost customer.
POS automation: In the POS automation market, we sell our Ithaca 9000 printer, which utilizes thermal printing technology. Our POS printer is used primarily by
McDonald’s, and to a lesser extent, other quick-service restaurants either at the checkout counter, grill station or within self-service kiosks to print receipts for consumers or print on linerless labels. In the POS automation market, we primarily
sell our products through a network of domestic and international distributors and resellers.
Sales of our worldwide POS automation products for the three months ended March 31, 2024 and 2023 were as follows (in thousands, except percentages):
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Three Months Ended
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The decrease in POS automation sales in the first quarter of 2024 compared to the first quarter of 2023 was largely driven by a 64% decrease in domestic
sales. During the second quarter of 2022, due to production limitations caused by the worldwide supply chain slowdown at that time, we could not produce enough POS automation printers to fulfill customer orders. However, by the first quarter of 2023,
we successfully managed through the shortage, significantly increased production and began to fulfill our large backlog of sales orders which resulted in unusually high sales for this period. During 2024, due to the fact that many of our customers have built up higher than normal levels of inventory of our product as described above, we have seen a slowdown in their order and shipment rates as well as a
reduction in our average selling prices due to renewed competitive pressure.
We expect POS automation sales to continue to be lower in 2024 compared to 2023 as our competitors have resumed volume shipments and we therefore anticipate
our sales volume and average selling price to return to more normalized levels.
Casino and gaming. Revenue from
the casino and gaming market includes sales of thermal ticket printers used in slot machines, video lottery terminals, and other gaming machines that print tickets or receipts instead of issuing coins at casinos, racetracks and other gaming venues
worldwide. Revenue from this market also includes sales of thermal roll-fed printers used in the international off-premise gaming market in gaming machines such as Amusement with Prizes, Skills with Prizes and Fixed Odds Betting Terminals and kiosks
for sports betting at non-casino gaming and sports betting establishments. Revenue from this market also includes royalties related to our patented casino and gaming technology. In addition, casino and gaming market revenue includes sales of the
EPICENTRAL print system, our software solution (including annual software maintenance), that enables casino operators to create promotional coupons and marketing messages and to print them in real time at the slot machine. Sales of our worldwide casino and gaming products for the three months ended March 31, 2024 and 2023 were as follows
(in thousands, except percentages):
The decrease in domestic sales of our casino and gaming products for the first quarter of
2024 compared to the first quarter of 2023 of $8.3 million, or 72% is due to the fact that many of our customers have built up higher than normal levels of inventory of our product accumulated as a hedge by our customers during the worldwide
supply chain crisis during 2022 and 2023. As a result, we have experienced a slowdown in their order and shipment rates that we expect to continue during 2024 until they are able to sell through their on-hand inventory. We expect this dynamic to
continue through at least the second quarter of 2024 with order rates and sales expected to steadily improve as we move through the second half of 2024. In addition, we expect an overall more competitive environment in 2024 as our largest competitor
has resumed volume shipments.
The decrease in international casino and gaming sales during the first quarter of 2024 compared to the first quarter of 2023 was due to a 42% decrease in sales of our
thermal casino printers. Similar to our domestic customers, our international customers also began to slow their order rates for the first quarter of 2024 due to higher-than-normal inventory levels. We expect this to continue to impact our
international sales during 2024.
TransAct Services Group (“TSG”): Revenue
generated by TSG includes sales of consumable products (POS receipt paper, ribbons and other printing supplies for non-FST legacy products), replacement parts and accessories, maintenance and repair services, refurbished printers, and shipping and
handling charges. Sales in our worldwide TSG market for the three months ended March 31, 2024 and 2023 were as follows (in thousands, except percentages):
The decrease in both domestic and international revenue from TSG during the first quarter of 2024 as compared to the first quarter of 2023 was due largely
to 31% lower sales of legacy replacement parts for lottery printers, partially offset by a 32% increase in service revenue.
We expect TSG sales to be lower in 2024 compared to 2023 as we experienced an unusually high level of sales of legacy lottery printer replacement parts in
2023 that we do not expect to repeat at the same level in 2024 as the installed base of these printers continues to decline.
Gross Profit. Gross profit
information for the three months ended March 31, 2024 and 2023 is summarized below (in thousands, except percentages):
Three Months Ended March 31,
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Gross profit is measured as revenue less cost of sales, which includes primarily the cost of all raw materials and component parts, direct labor, manufacturing
overhead expenses, cost of finished products purchased directly from our contract manufacturers, expenses associated with installations and support of our EPICENTRAL print system and BOHA! products and royalty payments to third parties, including
to the third-party licensor of our food service technology software products. For the first quarter of 2024, gross profit decreased $6.6 million, or 54%, and gross
margin decreased 240 basis points to 53% due primarily to a 52% decline in overall sales including a 64% decline in sales of higher margin casino and gaming printers. We expect this downward trend in gross margin to continue for much of 2024 due
to the continued expected slowdown in order rates from many of our casino and gaming and POS customers until they sell through higher-than-normal levels of inventory of our product. As a result, we expect gross margin for the remainder of 2024
to be in the mid-40% to high-40% range.
Operating Expenses - Engineering, Design
and Product Development. Engineering, design and product development expense information for the three months ended March 31, 2024 and 2023 is summarized below (in thousands, except percentages):
Three Months Ended March 31,
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Engineering, design and product development expenses primarily include salary and payroll-related expenses for our hardware and software engineering staff,
depreciation and design expenses (including prototype printer expenses, outside design, development and testing services, supplies and contract software development expenses including those payments to third-party licensor of our food service
technology software products). Engineering, design and product development expenses decreased $303 thousand, or 13%, for the first quarter of 2024 compared to the first
quarter of 2023 due to cost reduction initiatives taken during the latter part of 2023, including a reduction of contracted software development expenses. As a result of these initiatives, we expect that engineering expenses will continue to be lower
for the remainder of 2024 compared to 2023.
Operating Expenses - Selling and Marketing.
Selling and marketing information for the three months ended March 31, 2024 and 2023 is summarized below (in thousands, except percentages):
Three Months Ended March 31,
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Selling and marketing expenses primarily include salaries and payroll-related expenses for our sales, marketing and customer success staff, sales
commissions, travel expenses, expenses associated with the lease of sales offices, advertising, trade show expenses, public relations, e-commerce and other promotional marketing expenses. Selling and marketing expenses decreased by $674 thousand, or 24%, in the first quarter of 2024 compared to the first quarter of 2023 due to cost reduction initiatives including reduced headcount, trade show and other marketing
expenses. As a result of these initiatives, we expect selling and marketing expenses will continue to be lower for the remainder of 2024 compared to 2023.
Operating Expenses - General and
Administrative. General and administrative information for the three months ended March 31, 2024 and 2023 is summarized below (in
thousands, except percentages):
Three Months Ended March 31,,
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General and administrative expenses primarily include salaries, incentive compensation, and other payroll-related expenses for our executive, accounting, human
resources, corporate development and information technology staff, expenses for our corporate headquarters, professional and legal expenses, information technology expenses, board of director expenses and other expenses related to being a publicly
traded company. General and administrative expenses decreased $540 thousand, or 16%, during the first quarter of 2024 compared to the first quarter of 2023 due largely to
reduced legal fees, lower bad debt expense and the impact of cost reduction initiatives taken during the latter part of 2023. We expect general and administrative expenses for 2024 to be slightly lower compared to 2023.
Operating (Loss) Income. Operating
(loss) income information for the three months ended March 31, 2024 and 2023 is summarized below (in thousands, except percentages):
Three Months Ended March 31,
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Our operating income decreased $5.1 million, or 134%, in the first quarter of 2024 compared to the first quarter of 2023 due largely to a 52% decline in
sales and a resulting $6.6 million decrease in gross profit (including a 240 basis point decline in gross margin). This was partially offset by a reduction in operating expenses of $1.5 million, or 18%, primarily due to cost reduction efforts
commenced in the latter part of 2023.
Interest, net. We recorded net interest income of $48 thousand in the first quarter of 2024 compared to $66 thousand of net interest expense in the first quarter of 2023. For both periods, we incurred interest
expense on the minimum $2.3 million of borrowings pursuant to the terms of the July 2022 amendment of our credit facility – see Note 5 to the accompanying condensed consolidated financial statements. During the first quarter of 2024, we
earned more interest income than in the first quarter of 2023 due to higher levels of cash on hand combined with a higher interest rate environment.
Other, net. Other, net primarily includes foreign exchange gains or losses by our UK subsidiary. During the first quarter of 2024 we recognized $60 thousand of foreign exchange losses
compared to $21 thousand of foreign exchange gains in the first quarter of 2023. Going forward, we may continue to experience more foreign exchange gains
or losses depending on the level of sales to European customers through our UK subsidiary and the fluctuation in exchange rates of the euro and pound sterling against the U.S. dollar.
Income Taxes. We recorded an income
tax benefit in the first quarter of 2024 of $277 thousand at an effective tax rate of (21.1%), compared to an income tax expense during the first quarter of 2023 of $629 thousand at an effective tax rate of 16.7%. In periods with pre-tax income,
such as the first quarter of 2023, the R&D credit has the effect of lowering the effective tax rate. In periods with pre-tax losses, such as the first quarter of 2024, the R&D credit has the effect of raising the effective tax rate.
Net (Loss) Income. We reported a net loss for the first quarter of 2024 of $(1.0) million, or ($0.10) per diluted share, compared to net income of $3.1 million, or
$0.31 per diluted share, for the first quarter of 2023.
Liquidity and Capital Resources
Cash Flow
For the first three months of 2024, our cash and cash equivalents balance decreased $1.7 million from December 31, 2023. We ended the first quarter of 2024
with $10.6 million in cash and cash equivalents, of which $0.5 million was held by our U.K. subsidiary.
Operating activities: The following significant
factors affected our cash used in operating activities of $1.5 million for the first three months of 2024 as compared to cash used in operating activities of $0.8 million for the first three months of 2023:
During the first three months of 2024:
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We reported a net loss of $1.0 million.
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We recorded depreciation and amortization of $0.4 million and share-based compensation expense of $0.3 million.
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Inventories increased $1.4 million consistent with the slowdown in sales as discussed in our Results of Operations above. We expect our
inventories to decline, particularly during the second half of 2024, as we reduce our ordering levels and sell through our inventories on hand.
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•
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Accounts receivable decreased $2.0 million due to the continued collections of sales combined with the slowdown in sales as discussed in our
Results of Operations above.
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Accrued and other liabilities decreased $1.0 million due largely to the payout of 2023 bonuses in the first quarter of 2024.
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During the first three months of 2023:
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We reported net income of $3.1 million.
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•
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We recorded depreciation and amortization of $0.4 million, and share-based compensation expense of $0.3 million.
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•
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Deferred tax assets were down $0.5 million due to pre-tax income being recognized in the first quarter of 2023.
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Accounts receivable increased $3.0 million in 2023 due primarily to increased sales.
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•
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Employee retention credit receivable decreased $1.5 million due to the collection of this receivable in the first quarter of 2023.
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Accounts payable declined $2.8 million in 2023 due largely to the sell through of inventory on-hand at the end of 2022 as well as the timing of
vendor payments.
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Investing activities: Our capital expenditures
were $106 thousand for the first three months of 2024 compared to $378 thousand for the first three months of 2023. Expenditures for both periods were primarily for computer and networking equipment and new tooling equipment.
Financing activities: Financing activities used
$71 thousand of cash during the first three months of 2024 and used $86 thousand in cash during the first three months of 2023. These amounts relate to cash used to pay withholding taxes on stock issued from our stock compensation plans.
Resource Sufficiency
We have been impacted by global supply chain issues, increased shipping costs, increased interest rates and inflationary pressures. Our operating results
and operating cash flow improved significantly during 2023 due largely to certain competitors’ inability to supply products in both the POS automation and casino and gaming markets. Our customers also began to slow their order rates for the first
quarter of 2024 due to higher-than-normal inventory levels. We expect this to continue to negatively impact our sales during 2024. Nevertheless, given the continued uncertainty related to the demand slowdown and pricing pressure on the food service
and casino industries, including the loss of a major customer described above, we continue to monitor our cash generation, usage and preservation including the management of working capital to generate cash.
We believe that our cash and cash equivalents on hand, our expected cash flows generated from operating activities, and borrowings available under our
credit facility (the “Siena Credit Facility”) will provide sufficient resources to meet our working capital needs, finance our capital expenditures and meet our liquidity requirements through at least the next twelve months. Notwithstanding this
belief, the duration and extent of current global economic pressures and conditions in our markets remain uncertain and their ultimate impact is unknown.
Credit Facility and Borrowings
On March 13, 2020, we entered into the Loan and Security Agreement governing the Siena Credit Facility with Siena Lending Group LLC (the “Lender”). The
Siena Credit Facility provides for a revolving credit line of up to $10.0 million and was originally scheduled to expire on March 13, 2023, prior to being extended, as discussed below. Borrowings under the Siena Credit Facility bear a floating rate
of interest equal to the greatest of (i) the prime rate plus 1.75%, (ii) the federal funds rate plus 2.25%, and (iii) 6.50%. The total deferred financing costs related to expenses incurred to complete the Siena Credit Facility were $245 thousand
which were reported as “Other current assets” and “Other assets” in non-current assets in the Condensed Consolidated Balance Sheets. We also pay a fee of 0.50% on unused borrowings under the Siena Credit Facility. Borrowings under the Siena Credit
Facility are secured by a lien on substantially all the assets of the Company. Borrowings under the Siena Credit Facility are subject to a borrowing base based on 85% of eligible accounts receivable plus the lesser of (a) $5.0 million and (b) 50% of
eligible raw material and 60% of finished goods inventory.
The Siena Credit Facility imposes a financial covenant on the Company and restricts, among other things, our ability to incur additional indebtedness and
create other liens. On July 21, 2021, the Company entered into an amendment (“Siena Credit Facility Amendment No. 1”) to the Siena Credit Facility. Siena Credit Facility Amendment No. 1 changed the financial covenant under the Siena Credit Facility
from a minimum EBITDA covenant to an excess availability covenant requiring that the Company maintain excess availability of at least $750 thousand under the Siena Credit Facility, tested as of the end of each calendar month, beginning with the
calendar month ended July 31, 2021. From July 31, 2021 through March 31, 2024, we remained in compliance with our excess availability covenant.
On July 19, 2022, the Company and the Lender entered into Amendment No. 2 (“Siena Credit Facility Amendment No. 2”) to the Siena Credit Facility as amended
by Siena Credit Facility Amendment No. 1. Also on July 19, 2022, the Company and the Lender entered into an Amended and Restated Fee Letter (the “Amended Fee Letter”) in connection with Siena Credit Facility Amendment No. 2. Siena Credit Facility
Amendment No. 2 did not modify the aggregate amount of the revolving commitment or the interest rate applicable to the loans.
The changes to the Siena Credit Facility provided for in Siena Credit Facility Amendment No. 2 included, among other things, the following:
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(i) |
The extension of the maturity date from March 13, 2023 to March 13, 2025; and
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(ii) |
The termination of the existing blocked account control agreement and entry into a new “springing” deposit account control agreement, permitting the Company to direct
the use of funds in its deposit account until such time as (a) the sum of excess availability under the Siena Credit Facility as amended and unrestricted cash is less than $5 million for 3 consecutive business days or (b) an event of
default occurs and is continuing.
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In addition, the Amended Fee Letter requires the Company, while it retains the ability to direct the use of funds in the deposit account, to maintain outstanding borrowings of at least $2,250,000 in principal amount. If the Company does not have the
ability to direct the use of funds in the deposit account, then the Amended Fee Letter requires the Company to pay interest on at least $2,250,000 principal amount of loans, whether or not such amount of loans is actually outstanding. As stated
above, we continue to monitor our cash generation, usage and preservation including the management of working capital to generate cash and continue to evaluate any alternative sources of funding as necessary, including the possible extension of our
line of credit under the Siena Credit Facility.
On May 1, 2023, the Company and the Lender agreed to a letter amendment to the Loan and Security Agreement governing the Siena Credit Facility. Prior to
such amendment, section 7.1(m) of the Loan and Security Agreement governing the Siena Credit Facility required that any successor to the Company’s former Chief Executive Officer be reasonably acceptable to the Lender. This amendment confirmed that
Mr. Dillon, the Company’s current Chief Executive Officer, is an acceptable successor and applied the same requirement to any future successor to Mr. Dillon as Chief Executive Officer.
As of March 31, 2024, we had $2.3 million of outstanding borrowings under the Siena Credit Facility and $3.0 million of net borrowing capacity available
under the Siena Credit Facility.
Item 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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TransAct is a smaller reporting company, as defined in Item 10(f)(1) of Regulation S-K, and is not required to provide information under this item.
Item 4. |
CONTROLS AND PROCEDURES
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Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial
officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2024. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required
to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely
decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its
judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2024, our Chief Executive Officer and Chief Financial Officer concluded that,
as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) occurred during the fiscal quarter ended March 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II
. OTHER INFORMATION
Item 1. |
LEGAL PROCEEDINGS
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The Company may, in the ordinary course of business, become a party to litigation involving collection matters, contract claims and other legal proceedings
relating to the conduct of its business. As of March 31, 2024, we are unaware of any material pending legal proceedings, or of any material legal proceedings contemplated by government authorities.
Information regarding risk factors appears under Part I, Item 1A, “Risk Factors,” of our 2023 Form 10-K. There have been no material changes from the risk
factors previously disclosed in our 2023 Form 10-K. The risks factors described in our 2023 Form 10-K are not the only risks facing our Company. Additional risks and uncertainties, not currently known to us or that we currently deem to be
immaterial, also may materially adversely affect our business, financial condition or future results.
Item 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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None.
Item 3. |
DEFAULTS UPON SENIOR SECURITIES
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None.
Item 4. |
MINE SAFETY DISCLOSURES
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Not applicable.
Item 5. |
OTHER INFORMATION
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c) |
During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading
arrangement,” as each term is defined it Item 408(a) of Regulation S-K.
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Certificate of Incorporation of TransAct Technologies Incorporated (conformed copy) (incorporated by reference to Exhibit 3.2 of the Company’s
Quarterly Report on Form 10-Q (SEC File No. 000-21121) filed with the SEC on August 18, 2022).
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Amended and Restated By-laws of TransAct Technologies Incorporated (incorporated by reference to Exhibit 3.2 of the Company’s Annual Report on Form
10-K (SEC File No. 000-21121) filed with the SEC on March 28, 2023).
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS
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Inline XBRL Instance Document (the instance document does not appear
in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
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101.SCH
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Inline XBRL Taxonomy Extension Schema Document.
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase Document.
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101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase Document.
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase Document.
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104
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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