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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 10, 2025

 

TransAct Technologies Incorporated

(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 Ave, 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 $.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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 10, 2025, TransAct Technologies Incorporated issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit   Description
99.1   Press Release dated November 10, 2025 of TransAct Technologies Incorporated
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

   

 

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/ Steven A. DeMartino
    Steven A. DeMartino
    President, Chief Financial Officer, Treasurer and Secretary

 

Date: November 10, 2025

 

 

 

 

 

 

EX-99.1 2 ex99_1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

TransAct Technologies Reports Preliminary Third Quarter 2025 Financial Results

Sold 1,591 Terminals in the Third Quarter 2025, Bringing Nine Month Number to 5,883, Representing a
58% Year-Over-Year Increase

 

Total Quarterly FST Net Sales Up 12% Year-Over-Year

 

Quarterly Casino and Gaming Net Sales Up 58% Year-Over-Year

 

 

Hamden, CT – November 10, 2025 – TransAct Technologies Incorporated (Nasdaq: TACT) (“TransAct” or the “Company”), a global leader in software-driven technology and integrated printing solutions for large and emerging markets, today reported preliminary results for the third quarter and nine months ended September 30, 2025.

 

“We’re pleased with the progress we’ve made in FST, delivering 58% more BOHA! Terminals in the first nine months of the year than in the same period in 2024. This improvement reflects the organizational changes we’ve implemented and serves as a key indicator of our business health. BOHA terminal sales have been trending in the right direction, confirming a positive market response to our BOHA solution suite. While our scale means that results may continue to fluctuate, the overall trend in FST is encouraging,” said John Dillon, Chief Executive Officer of TransAct.

 

“Additionally, we strengthened our balance sheet during the quarter, which will support our growing focus on FST software. Combined with improving FST sales results, we believe our enhanced cash balance will allow us to tackle new market opportunities, increase flexibility in our offerings, and deliver greater value to both customers and shareholders over time.”

 

Third Quarter 2025 Financial Highlights

 

Net Sales: Net sales for the third quarter of 2025 were $13.2 million, up 21% compared to $10.9 million for the third quarter of 2024 largely as a result of stronger sales in both our casino and gaming and FST markets.

 

FST Recurring Revenue: FST recurring revenue for the third quarter of 2025 was $3.3 million, which represents an increase of 13% compared to $2.9 million for the third quarter of 2024.

 

Gross Profit: Gross profit for the third quarter of 2025 was $6.6 million, resulting in gross margin of 49.8%, compared to gross profit of $5.2 million for the third quarter of 2024, resulting in a 48.1% gross margin.

 

Operating income (loss): Operating income for the third quarter of 2025 was $14 thousand, compared to an operating loss of $(258) thousand for the second quarter of 2025 and $(837) thousand for the third quarter of 2024.

 

Net income (loss): Net income for the third quarter of 2025 was $15 thousand, or $0.00 per diluted share, based on 10.2 million weighted average common shares outstanding. This compares to a net loss for the third quarter of 2024 of $(551) thousand, or $(0.06) per diluted share, based on 10.0 million weighted average common shares outstanding.

 

EBITDA: EBITDA was $142 thousand for the third quarter of 2025, compared to $28 thousand for the second quarter of 2025 and $(533) thousand for the third quarter of 2024.

 

Adjusted EBITDA: Adjusted EBITDA was $669 thousand for the third quarter of 2025, compared to $478 thousand in the second quarter of 2025 and $(204) thousand for the third quarter of 2024.

 

   

 

2025 Financial Outlook

 

Net Sales: The Company expects full year 2025 net sales of between $50 million and $53 million, an increase from the previously forecasted low end of $49 million.

 

Adjusted EBITDA: The Company continues to expect full year 2025 adjusted EBITDA to be between $0 (breakeven) and $1.5 million.

 

Our outlook for non-GAAP adjusted EBITDA is presented only on a non-GAAP basis because not all of the information necessary for a quantitative reconciliation of this forward-looking non-GAAP financial measure to the most directly comparable GAAP financial measure is available without unreasonable effort, primarily due to uncertainties relating to the occurrence or amount of these adjustments that may arise in the future. If one or more of the currently unavailable items is applicable, some items could be material, individually or in the aggregate, to GAAP reported results.

 

2025 Third Quarter Conference Call and Webcast

TransAct is hosting a conference call and webcast today, November 10, 2025, beginning at 4:30 p.m. ET to discuss the Company’s preliminary third quarter 2025 results and other matters. Both the call and the webcast are open to the general public. The conference call number is 877-704-4453 and the conference ID is 13756829. Please call ten 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 “About Us” followed by “Investor Relations,” then select “News & Events” followed by “Events & Presentations”), or directly at https://transacttech.gcs-web.com/events/event-details/transact-technologies-third-quarter-2025-earnings-call. 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 items that do not reflect the Company’s ongoing operations and are excluded from the calculation of such measures; (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 and assessing financial performance. 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 income, 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 income, income taxes, depreciation and amortization and is adjusted for (1) share-based compensation expense and (2) any other items, when they occur, that we believe do not reflect the ordinary earnings of the Company’s ongoing business. The Company adjusts EBITDA for share-based compensation because the Company considers share-based compensation expense 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 and selling software-driven technology and integrated printing solutions for large and emerging markets including food service, casino and gaming, and POS automation. The Company’s solutions are designed from the ground up based on customer requirements and are sold under the BOHA!®, AccuDate®, EPICENTRAL®, Epic and Ithaca® brands. TransAct has sold over 4.0 million printers, terminals and other hardware devices 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.

 

©2025 TRANSACT Technologies Incorporated. All rights reserved. TransAct®, BOHA!®, AccuDate®, Epic Edge®, EPICENTRAL® and Ithaca® are registered trademarks of TransAct Technologies Incorporated.

 

Cautionary Statement Regarding Preliminary Financial Information

The Company has prepared the preliminary financial information set forth 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, 2025. This financial information is preliminary and is thus inherently uncertain and subject to change as the Company finalizes its financial results and related review for the three and nine months ended September 30, 2025. 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, 2025, 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 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 included in this press release 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; inflation; 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, decreased availability of third-party component parts or raw materials at reasonable prices, price wars or significant pricing pressures affecting the Company’s products in the United States or abroad; increased product costs or reduced customer demand for our products in the United States or abroad, including as a result of trade wars, tariffs or other trade actions; 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 ability to achieve the anticipated benefits of our acquisition of a licensed copy of the source code for the BOHA! software and risks to our reputation and business relating to the source code transition; any system outages, interruptions or other disruptions to our software applications, including as a result of unexpected errors or mistakes in connection with over-the-air updates; our ability to successfully grow our business in the food service technology market; renewal rates for our subscription-based products; 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; the imposition of additional duties, tariffs, quotas, taxes, trade barriers, capital flow restrictions and other charges on imports and exports by the United States or the governments of the countries in which we or our manufacturers and suppliers operate; political and policy uncertainties, including any potential adverse economic impacts resulting from the U.S. federal government shutdown; 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and in the Company’s periodic and other reports filed with the Securities and Exchange Commission. We caution readers not to place undue reliance on forward-looking statements, which speak only as of the date of this release. 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.

# # #

 

Investor Contact:

Ryan Gardella

ICR, Inc.

Ryan.Gardella@icrinc.com

 

- Financial tables follow-

 

   

 

TRANSACT TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Preliminary and Unaudited)

 

    Three months ended     Nine months ended  
    September 30,     September 30,  
    2025     2024     2025     2024  
    (In thousands, except per share data)  
                         
Net sales   $ 13,176     $ 10,867     $ 40,027     $ 33,153  
Cost of sales     6,620       5,640       20,460       16,192  
Gross profit     6,556       5,227       19,567       16,961  
                                 
Operating expenses:                                
Engineering, design and product development     1,656       1,640       5,016       5,405  
Selling and marketing     2,091       1,880       6,279       6,160  
General and administrative     2,795       2,544       8,531       7,972  
      6,542       6,064       19,826       19,537  
Operating income (loss)     14       (837 )     (259 )     (2,576 )
                                 
Interest and other income (expense):                                
Interest, net     61       42       123       116  
Other, net     (35 )     96       143       43  
      26       138       266       159  
                                 
Income (loss) before income taxes     40       (699 )     7       (2,417 )
Income tax (expense) benefit     (25 )     148       (116 )     511  
Net income (loss)   $ 15     $ (551 )   $ (109 )   $ (1,906 )
                                 
Net income (loss) per common share:                                
Basic   $ 0.00     $ (0.06 )   $ (0.01 )   $ (0.19 )
Diluted   $ 0.00     $ (0.06 )   $ (0.01 )   $ (0.19 )
                                 
Shares used in per share calculation:                                
Basic     10,103       10,006       10,077       9,992  
Diluted     10,157       10,006       10,077       9,992  

 

 

SUPPLEMENTAL INFORMATION – SALES BY MARKET:

(Preliminary and Unaudited)

 

    Three months ended     Nine months ended  
    September 30,     September 30,  
    2025     2024     2025     2024  
    (In thousands)  
                         
Food service technology   $ 4,841     $ 4,321     $ 14,510     $ 11,799  
POS automation     399       1,148       1,607       2,950  
Casino and gaming     7,144       4,534       21,492       15,589  
TransAct Services Group     792       864       2,418       2,815  
Total net sales   $ 13,176     $ 10,867     $ 40,027     $ 33,153  

 

   

 

TRANSACT TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Preliminary and Unaudited)

 

    September 30,     December 31,  
    2025     2024  
    (In thousands)  
Assets:            
Current assets:                
Cash and cash equivalents   $ 20,041     $ 14,394  
Accounts receivable, net     5,839       6,507  
Inventories     11,735       16,161  
Prepaid income taxes     430       401  
Other current assets     1,111       899  
Total current assets     39,156       38,362  
                 
Fixed assets, net     1,389       1,818  
Right-of-use assets, net     419       1,141  
Goodwill     2,621       2,621  
Intangible assets, net     1,352       -  
Other assets     46       92  
      5,827       5,672  
Total assets   $ 44,983     $ 44,034  
                 
Liabilities and Shareholders’ Equity:                
Current liabilities:                
Revolving loan payable   $ 3,000     $ 3,000  
Accounts payable     3,703       4,569  
Accrued liabilities     4,543       3,253  
Lease liabilities     437       955  
Deferred revenue     1,143       1,107  
Total current liabilities     12,826       12,884  
                 
Deferred revenue, net of current portion     343       246  
Lease liabilities, net of current portion     -       231  
Other liabilities     36       40  
      379       517  
Total liabilities     13,205       13,401  
                 
Shareholders’ equity:                
Common stock     141       141  
Additional paid-in capital     59,357       58,141  
Retained earnings     4,406       4,515  
Accumulated other comprehensive loss, net of tax     (16 )     (54 )
Treasury stock, at cost     (32,110 )     (32,110 )
Total shareholders’ equity     31,778       30,633  
Total liabilities and shareholders’ equity   $ 44,983     $ 44,034  

 

   

 

TRANSACT TECHNOLOGIES INCORPORATED

RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA

NON-GAAP FINANCIAL MEASURES

(Preliminary and Unaudited)

 

    Three months ended     Nine months ended  
    September 30,     September 30,  
    2025     2024     2025     2024  
    (In thousands)  
                         
Net income (loss)   $ 15     $ (551 )   $ (109 )   $ (1,906 )
                                 
Interest income, net     (61 )     (42 )     (123 )     (116 )
Income tax expense (benefit)     25       (148 )     116       (511 )
Depreciation and amortization     163       208       507       844  
                                 
EBITDA     142       (533 )     391       (1,689 )
                                 
Share-based compensation expense     527       329       1,300       873  
                                 
Adjusted EBITDA   $ 669     $ (204 )   $ 1,691     $ (816 )