UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2020
graphic
(Exact name of registrant as specified in its charter)

Delaware
0-21121
06-1456680
(State or other jurisdiction of incorporation)
(Commission file number)
(I.R.S. employer identification no.)

One Hamden Center
 
2319 Whitney Avenue, Suite 3B, Hamden, CT
06518
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code: (203) 859-6800

(Former Name or Former Address, if Changed Since Last Report):  Not applicable.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.01 per share
TACT
NASDAQ Global Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.







Item 2.02
Results of Operations and Financial Condition.
The following information is being furnished pursuant to Item 2.02 “Results of Operations and Financial Condition” of Form 8-K.  Such information, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

On November 5, 2020, TransAct issued a press release announcing its financial results for the quarter ending September 30, 2020.  A copy of the press release is furnished as Exhibit 99.1 to this report.
Item 9.01                          Financial Statements and Exhibits
(d)            Exhibits
99.1
Press Release dated November 5, 2020 of TransAct Technologies Incorporated
104            Cover page from this Current Report on Form 8-K, formatted in Inline XBRL





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
       
TRANSACT TECHNOLOGIES INCORPORATED
 
     
By:
 
/s/ David B. Peters
 
 
 
David B. Peters
 
 
 
Vice President & Chief Accounting Officer
 

Date: November 5, 2020


 
Exhibit 99.1

TransAct Technologies Reports Preliminary Third Quarter 2020 Financial Results

FST Recurring Revenues up 157% on a Year-Over-Year Basis
Completed $9.8 Million Public Offering of Common Stock

Hamden, CT – November 5, 2020 – TransAct Technologies Incorporated (Nasdaq: TACT) (“TransAct” or the “Company”), a global leader in software-driven technology and printing solutions for high-growth markets, today reported preliminary operating results for the quarter ended September 30, 2020.

“We are pleased with our execution in the third quarter and especially pleased with the strong momentum in our Food Service Technology (“FST”) market.  Our FST revenue increased 20% over Q3 2019, with our recurring FST revenue, which includes software, labels, and service sales, increasing 157% year over year. The traction we continue to generate in this market is incredibly encouraging and we are looking forward to further momentum with the recently announced native iOS BOHA! Restaurant Operations Platform and our all-new BOHA! Work Station that is paired with iPad,” said Bart Shuldman, Chairman and CEO of TransAct. “In addition, our Casino and Gaming sales increased sequentially despite the very difficult operating market for casinos around the world.”

Shuldman continued, “Finally, our recently completed $9.8 million common stock offering provides us with additional operating capital to increase penetration into the FST market and to support our new relationship with Apple. All said, despite headwinds to our customers businesses, we made significant strides this quarter toward long term growth and value creation for our shareholders.”

Third Quarter 2020 Financial Highlights
Net Sales: Net sales for the third quarter of 2020 were $7.3 million, down 38% compared to $11.7 million for the third quarter of 2019. FST net sales for the third quarter of 2020 were $2.3 million, up 20% compared to $2.0 million for the third quarter of 2019.
Gross Profit: Gross profit for the third quarter of 2020 was $3.3 million, resulting in gross margin of 45.9%, compared to gross profit of $5.5 million for the third quarter of 2019, which resulted in a 47.5% gross margin.
Operating income (loss): Operating loss for the third quarter of 2020 was $1.5 million, compared to operating income of $0.3 million for the third quarter of 2019.
Net income (loss): Net loss for the third quarter of 2020 was $0.9 million, or $0.11 net loss per diluted share, based on 7.5 million diluted weighted average common shares outstanding. Net income for the comparable 2019 period was $0.4 million, or $0.05 net income per diluted  share, based on 7.8 million diluted weighted average common shares outstanding.
EBITDA: EBITDA was negative $1.1 million for the third quarter of 2020, compared to positive EBITDA of $0.5 million for the third quarter of 2019.
Adjusted EBITDA: Adjusted EBITDA was negative $0.9 million for the third quarter of 2020, compared to positive adjusted EBITDA of $0.7 million for the third quarter of 2019.


2020 Third Quarter Conference Call and Webcast
TransAct is hosting a conference call and webcast today, November 5, 2020, beginning at 4:30 p.m. ET to discuss the Company’s third quarter 2020 preliminary results and other matters. Both the call and the webcast are open to the general public. The conference call number is 800-458-4121; and the conference ID number is 2095010 (domestic or international). Please call five minutes prior to the presentation to ensure that you are connected.

Interested parties may also access the conference call live on the Internet at www.transact-tech.com (select “Investor Relations” followed by “Events & Presentations”). Approximately two hours after the call has concluded, an archived version of the webcast will be available for replay at the same location.

Non-GAAP Financial Measures
TransAct is providing certain non-GAAP financial measures because the Company believes that these measures are helpful to investors and others in assessing the ongoing nature of what the Company’s management views as TransAct’s core operations. EBITDA and adjusted EBITDA provide the Company with an understanding of one aspect of earnings before the impact of investing and financing charges and income taxes. The Company believes that these non-GAAP financial measures provide relevant and useful information to an investor evaluating the Company’s operating performance because these measures are: (i) widely used by investors to measure a company’s operating performance without regard to non-recurring items excluded from the calculation of such measure; (ii) used as financial measurements by lenders and other parties to evaluate creditworthiness; and (iii) used by the Company’s management for various purposes including strategic planning and forecasting, assessing financial performance and paying incentive compensation. The presentation of this non-GAAP information is not considered superior to or a substitute for, and should be read in conjunction with, the financial information prepared in accordance with GAAP.

EBITDA is defined as net income (loss) before net interest expense, income taxes, depreciation and amortization. A reconciliation of EBITDA to net income (loss), the most comparable GAAP financial measure, can be found attached to this release.

Adjusted EBITDA is defined as net income (loss) before net interest expense, income taxes, depreciation and amortization and is adjusted for share-based compensation. The Company adjusts EBITDA for share-based compensation because the Company considers share-based compensation to be a non-cash expense similar to depreciation and amortization. A reconciliation of adjusted EBITDA to net income (loss), the most comparable GAAP financial measure, can be found attached to this release.

About TransAct Technologies Incorporated
TransAct Technologies Incorporated is a global leader in developing software-driven technology and printing solutions for high-growth markets including food service, casino and gaming, POS automation, and oil and gas. The Company’s solutions are designed from the ground up based on customer requirements and are sold under the BOHA! ™, AccuDate™, EPICENTRAL®, Epic®, Ithaca® and Printrex® brands. TransAct has sold over 3.5 million printers and terminals around the world and is committed to providing world-class service, spare parts and accessories to support its installed product base. Through the TransAct Services Group, the Company also provides customers with a complete range of supplies and consumable items both online at http://www.transactsupplies.com and through its direct sales team. TransAct is headquartered in Hamden, CT. For more information, please visit http://www.transact-tech.com or call (203) 859-6800.

TransAct®, BOHA!™, AccuDate™, Epic, EPICENTRAL™, Ithaca® and Printrex® are trademarks of TransAct Technologies Incorporated. ©2019 TRANSACT Technologies Incorporated. All rights reserved.


Cautionary Statement Regarding Preliminary Financial Information
The Company has prepared the preliminary financial information set forth herein (including the financial tables below) on a materially consistent basis with its historical financial information and in good faith based upon its internal reporting as of and for the three and nine months ended September 30, 2020. This financial information is preliminary and is thus inherently uncertain and subject to change as the Company finalizes its financial results and related reviews for the three and nine months ended September 30, 2020. During the course of the preparation of the Company’s condensed consolidated financial statements and related notes as of and for the three and nine months ended September 30, 2020, the Company may identify items that could cause its final reported results to be materially different from the preliminary financial information set forth above.  As a result, there can be no assurance that the Company’s final results for this period will not differ from the preliminary financial information.

This preliminary financial information should not be viewed as a substitute for full interim financial statements prepared in accordance with GAAP. In addition, this preliminary financial information is not necessarily indicative of the results to be achieved for any future period.

Forward-Looking Statements
Certain statements in this press release include forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology, such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", or "continue", or the negative thereof, or other similar words. All forward-looking statements involve risks and uncertainties, including, but not limited to, the adverse effects of the COVID-19 pandemic on our business, operations, financial condition, results of operations and capital resources, including as a result of supply chain disruptions, shutdowns and/or operational restrictions imposed on our customers, inability of our customers to make payments on time or at all, diversion of management attention, necessary modifications to our business practices and operations, cost cutting measures we have made and may continue to make, a possible future reduction in the value of goodwill or other intangible assets, 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 component parts or raw materials, exchange rate fluctuations, volatility of and decreases in trading prices of our common stock and the availability of needed financing on acceptable terms or at all; our ability to successfully develop new products that garner customer acceptance and generate sales, both domestically and internationally, in the face of substantial competition from competitors that have broader lines of products and greater financial resources; our ability to successfully transition our business into the food service technology market; our ability to remediate the material weaknesses over internal control over financial reporting; risks associated with potential future acquisitions; general economic conditions in the United States, Australia, Europe and Asia; our dependence on contract manufacturers for the manufacturing and assembly of a large portion of our products in Asia; our dependence on significant suppliers;  our ability to recruit and retain quality employees as the Company grows; our dependence on third parties for sales outside the United States; marketplace acceptance of new products; risks associated with foreign operations, including in Australia and Asia; the availability of third-party components at reasonable prices; price wars 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; the effect on global economic conditions, financial markets and our business from the United Kingdom’s withdrawal from the European Union;  and other risk factors detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020 and other reports filed with the Securities and Exchange Commission. Actual results may differ materially from those discussed in, or implied by, the forward-looking statements. The forward-looking statements speak only as of the date of this release, and the Company assumes no duty to update them to reflect new, changing or unanticipated events or circumstances, except as required by applicable law.

# # #


Investor Contact:
Bart Shuldman
Chairman and Chief Executive Officer
TransAct Technologies Incorporated
702-388-8180
Michael Bowen
ICR, Inc.
Michael.Bowen@icrinc.com
203-682-8299
Marc P. Griffin
ICR, Inc.
Marc.Griffin@icrinc.com
646-277-1290

- Financial tables follow –



TRANSACT TECHNOLOGIES INCORPORATED
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
(Preliminary and Unaudited)
 
         
   
Three Months Ended
   
Nine Months Ended
 
(In thousands, except per share amounts)
 
September 30,
   
September 30,
 
   
2020
   
2019
   
2020
   
2019
 
Net sales
 
$
7,300
   
$
11,686
   
$
22,832
   
$
34,586
 
Cost of sales
   
3,951
     
6,140
     
12,275
     
17,250
 
Gross profit
   
3,349
     
5,546
     
10,557
     
17,336
 
                                 
Operating expenses:
                               
Engineering, design and product development
   
1,445
     
1,048
     
4,197
     
3,328
 
Selling and marketing
   
1,258
     
1,947
     
4,885
     
5,890
 
General and administrative
   
2,125
     
2,239
     
6,987
     
6,720
 
     
4,828
     
5,234
     
16,069
     
15,938
 
Operating (loss) income
   
(1,479
)
   
312
     
(5,512
)
   
1,398
 
                                 
Interest and other income (expense):
                               
Interest, net
   
(19
)
   
-
     
(41
)
   
(13
)
Other, net
   
116
     
(71
)
   
(60
)
   
(123
)
     
97
     
(71
)
   
(101
)
   
(136
)
                                 
(Loss) income before income taxes
   
(1,382
)
   
241
     
(5,613
)
   
1,262
 
Income tax benefit
   
(515
)
   
(143
)
   
(1,901
)
   
(54
)
Net (loss) income
 
$
(867
)
 
$
384
   
$
(3,712
)
 
$
1,316
 
                                 
Net (loss) income per common share:
                               
Basic
 
$
(0.11
)
 
$
0.05
   
$
(0.49
)
 
$
0.18
 
Diluted
 
$
(0.11
)
 
$
0.05
   
$
(0.49
)
 
$
0.17
 
                                 
Shares used in per share calculation:
                               
Basic
   
7,548
     
7,470
     
7,533
     
7,464
 
Diluted
   
7,548
     
7,753
     
7,533
     
7,658
 
                                 






















SUPPLEMENTAL INFORMATION – SALES BY MARKET:
(Preliminary and Unaudited)
 
             
   
Three months ended
   
Nine months ended
 
(In thousands)
 
September 30,
   
September 30,
 
   
2020
   
2019
   
2020
   
2019
 
Food service technology
 
$
2,349
   
$
1,951
   
$
4,924
   
$
4,287
 
POS automation and banking
   
742
     
1,514
     
2,781
     
4,435
 
Casino and gaming
   
2,009
     
5,074
     
8,300
     
16,188
 
Lottery
   
-
     
95
     
817
     
926
 
Printrex
   
107
     
296
     
232
     
923
 
TransAct Services Group
   
2,093
     
2,756
     
5,778
     
7,827
 
Total net sales
 
$
7,300
   
$
11,686
   
$
22,832
   
$
34,586
 



TRANSACT TECHNOLOGIES INCORPORATED
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
(Preliminary and Unaudited)
 
             
   
September 30,
   
December 31,
 
(In thousands)
 
2020
   
2019
 
Assets:
           
Current assets:
           
Cash and cash equivalents
 
$
947
   
$
4,203
 
Accounts receivable, net
   
4,918
     
6,418
 
Note receivable
   
100
     
1,017
 
Inventories
   
12,503
     
12,099
 
Prepaids and other current assets
   
1,301
     
1,178
 
Total current assets
   
19,769
     
24,915
 
                 
Fixed assets, net
   
2,339
     
2,244
 
Note receivable, net of current portion
   
1,566
     
-
 
Right-of-use asset
   
3,794
     
2,855
 
Goodwill
   
2,621
     
2,621
 
Deferred tax assets
   
4,574
     
2,565
 
Intangible assets, net
   
634
     
817
 
Other assets
   
192
     
44
 
     
15,720
     
11,146
 
Total assets
 
$
35,489
   
$
36,061
 
                 
Liabilities and Shareholders’ Equity:
               
Current liabilities:
               
Accounts payable
 
$
2,458
   
$
2,960
 
Accrued liabilities
   
3,053
     
3,041
 
Lease liability
   
857
     
945
 
Deferred revenue
   
479
     
700
 
Total current liabilities
   
6,847
     
7,646
 
                 
Long term debt
   
2,173
     
-
 
Deferred revenue, net of current portion
   
120
     
219
 
Lease liability, net of current portion
   
3,053
     
2,104
 
Other liabilities
   
128
     
166
 
     
5,474
     
2,489
 
Total liabilities
   
12,321
     
10,135
 
                 
Shareholders’ equity:
               
Common stock
   
116
     
115
 
Additional paid-in capital
   
33,560
     
32,604
 
Retained earnings
   
21,636
     
25,348
 
Accumulated other comprehensive loss, net of tax
   
(34
)
   
(31
)
Treasury stock, at cost
   
(32,110
)
   
(32,110
)
Total shareholders’ equity
   
23,168
     
25,926
 
Total liabilities and shareholders’ equity
 
$
35,489
   
$
36,061
 
                 




TRANSACT TECHNOLOGIES INCORPORATED
RECONCILIATION OF NET (LOSS) INCOME TO EBITDA AND ADJUSTED EBITDA
NON-GAAP FINANCIAL MEASURES
(Preliminary and Unaudited)

   
Three Months Ended
   
Nine Months Ended
 
(In thousands)
 
September 30,
   
September 30,
 
   
2020
   
2019
   
2020
   
2019
 
Net (loss) income
 
$
(867
)
 
$
384
   
$
(3,712
)
 
$
1,316
 
                                 
Interest expense, net
   
19
     
-
     
41
     
13
 
Income tax benefit
   
(515
)
   
(143
)
   
(1,901
)
   
(54
)
Depreciation and amortization
   
263
     
259
     
758
     
747
 
                                 
EBITDA
   
(1,100
)
   
500
     
(4,814
)
   
2,022
 
                                 
Share-based compensation expense
   
231
     
173
     
644
     
559
 
                                 
Adjusted EBITDA
 
$
(869
)
 
$
673
   
$
(4,170
)
 
$
2,581