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:
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).
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. ¨
The following information is being furnished pursuant
to Item 2.02 “Results of Operations and Financial Condition” of Form 8-K. Such information, including Exhibit 99.1
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 August 11, 2026, TransAct Technologies Incorporated
(the “Company”) issued a press release announcing its preliminary financial results for the three and six months ended June 30, 2026.
A copy of the press release is attached to this report as Exhibit 99.1.
On August 10, 2026, the Company entered into a
severance agreement with Troy W. Ingianni, the Company’s Chief Financial Officer, Treasurer and Secretary (the “Severance
Agreement”). The Severance Agreement provides for the following terms:
The foregoing summary of the Severance Agreement
is qualified in its entirety by reference to the full text of the Severance Agreement, which is filed herewith as Exhibit 10.1 and incorporated
herein by reference.
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.
Exhibit 99.1
TransAct Technologies Reports Preliminary Second
Quarter 2026 Financial Results
Sold 1,900 BOHA! Units in the Second Quarter
of 2026
FST Recurring Revenue up 13% Year-over-Year
Casino and Gaming Demonstrates Continued Strength
Reiterates 2026 Revenue Guidance of $55 to $57
Million, Increases 2026 Adj. EBITDA Guidance* to $1.5 Million to $2.0 Million
Announces BofA Securities, Inc. as Financial
Advisor in Focused Strategic Alternatives Review
Hamden, CT – August 11, 2026 – TransAct Technologies
Incorporated (Nasdaq: TACT) (“TransAct” or the “Company”), a leading provider of SaaS software and integrated
hardware solutions, today reported preliminary results for the second quarter ended June 30, 2026.
“TransAct delivered solid second-quarter
results that reflect meaningful progress on our strategy to build a high margin, software-led recurring revenue business for FST,”
said John Dillon, Chief Executive Officer of TransAct. “Underlying demand remained healthy, with strong software growth and continued
BOHA! unit placements expanding our install base. We also launched our next generation BOHA!
SaaS platform on Microsoft Azure, giving us greater scale, speed, and control. As
we focus on monetizing our growing base of online terminals, we are well positioned to drive more predictable, higher quality revenue
over time. Casino and Gaming also saw another strong quarter. This market continues to generate substantial cash flow and positive results
for the business.”
“We have also engaged BofA Securities
as our financial advisor given their expertise in the Casino and Gaming marketplace. We believe the time is right to explore potential
strategic options, given the ongoing strength in this market.”
Second Quarter 2026 Financial Highlights
| • | Net Sales: Net sales for the second quarter of 2026
were $13.9 million, up 1% compared to $13.8 million for the second quarter of 2025, and Casino and Gaming sales for the second quarter
were $7.3 million, down 4% compared to $7.6 million for the second quarter of 2025. Results include a $1.0 million reduction to Casino
and Gaming sales related to customer tariff surcharge refunds; excluding this item, Company-wide net sales would have been $14.9 million,
up approximately 8% year-over-year, and Casino and Gaming sales would have been $8.3 million, up approximately 9% year-over-year. |
| • | FST Recurring Revenue: FST recurring revenue for
the second quarter of 2026 was $3.4 million, which represents an increase of 13% compared to $3.0 million for the second quarter of 2025.
FST Recurring Revenue includes software, labels and other recurring sources of revenue. More specifically, software revenue for the second
quarter of 2026 was $732 thousand, which represents an increase of 47% compared to $499 thousand for the second quarter of 2025. |
| • | FST Online BOHA! Units – Active online BOHA!
units increased to 21,790 as of June 30, 2026, as compared with 16,439 units as of June 30, 2025, representing 33% year-over-year growth
in online units. Selling software, labels and other recurring sources of revenue into this growing install base is a key focus of management.
|
| • | Gross Profit: Gross profit for the second quarter
of 2026 was $7.0 million, resulting in gross margin of 50.2%, compared to gross profit of $6.7 million for the second quarter of 2025,
which delivered a 48.2% gross margin. |
| • | Operating (Loss) Income: Operating loss for the second
quarter of 2026 was $(54) thousand, or (0.4)% of net sales, compared to an operating loss of $(258) thousand for the second quarter of
2025 and operating income of $771 thousand for the first quarter of 2026. |
| • | Net Loss**: Net loss for the second quarter of 2026
was $(50) thousand, or $0.00 per diluted share, based on 10.3 million weighted average diluted shares outstanding. This compares to a
net loss of $(143) thousand, or $(0.01) per diluted share, based on 10.1 million weighted average diluted shares outstanding, for the
second quarter of 2025, and net income of $766 thousand, or $0.07 per diluted share, based on 10.2 million weighted average diluted shares
outstanding, for the first quarter of 2026. |
| • | EBITDA**: EBITDA was $59 thousand for the second
quarter of 2026, compared to $28 thousand for the second quarter of 2025 and $881 thousand for the first quarter of 2026. |
| • | Adjusted EBITDA**: Adjusted EBITDA was $514 thousand
for the second quarter of 2026, compared to $478 thousand for the second quarter of 2025 and $1.4 million for the first quarter of 2026. |
Engagement of BofA Securities, Inc. (“BofA Securities”)
The Company today announced that its Board of Directors has initiated
a formal strategic review of the Casino and Gaming business. Management has engaged BofA Securities as its financial advisor given their
expertise within the Casino and Gaming market and their long-standing relationship with TransAct. The Company believes that exploring
potential options within Casino and Gaming, given the current strength within this market, is in the best interests of stockholders as
they look to maximize value. While the review is focused on the Casino and Gaming business, the Board intends to evaluate a broader range
of strategic alternatives to the extent the Board determines that doing so may further enhance stockholder value.
The Company has not set a timetable for the review, and there can be
no assurance that the review will result in any transaction or other strategic outcome. The Company does not intend to disclose developments
until its Board of Directors has approved a specific transaction or course of action or otherwise determines that disclosure is appropriate
or required.
2026 Financial Outlook*
| • | Net Sales: The Company expects full year 2026 net
sales of between $55 million and $57 million. |
| • | Adjusted EBITDA: The Company now expects full year
2026 adjusted EBITDA to be between $1.5 million and $2.0 million. |
*Our outlook for non-GAAP adjusted EBITDA is presented only on a non-GAAP
basis as 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 the 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.
** Net (Loss) Income, EBITDA and Adjusted EBITDA include a $0.4 million
reduction related to the tariff surcharge refunds. See below for descriptions and reconciliations of these non-GAAP measures.
Second Quarter 2026 Conference Call and Webcast
TransAct is hosting a conference call and webcast on August 11, 2026,
beginning at 4:30 p.m. ET to discuss the Company’s preliminary second quarter 2026 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 number is 13762138. 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” followed by “Investor Relations,” then select “News &
Events” 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 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 Company also presents the changes in net sales and Casino and gaming net sales excluding customer
tariff surcharge refunds because it believes these measures provide the Company with visibility into the sales performance for the period
by excluding the refunds, which the Company believes are not reflective of ongoing operations. 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 (expense),
income taxes, depreciation, and amortization. A reconciliation of EBITDA to net income, the most comparable GAAP financial measure, can
be found attached to this release.
Adjusted EBITDA is defined as net (loss) income before net interest
income (expense), 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, the most comparable GAAP financial measure, can be found
attached to this release.
About TransAct Technologies Incorporated
TransAct Technologies Incorporated is a leading provider of SaaS software
and integrated hardware solutions that redefine how organizations connect operations, technology and data to drive measurable business
value. Through its BOHA!® solutions, serving 19,000 foodservice locations worldwide, TransAct combines purpose-built hardware with
a SaaS platform to help foodservice operators automate food safety, improve operational efficiency and maintain trusted brand relevance.
In the casino and gaming market, TransAct’s award-winning EPIC solutions enable ticket-in/ticket-out (TITO) functionality and advanced
promotional capabilities that enhance player engagement and drive revenue for operators globally. TransAct also provides a comprehensive
portfolio of consumables and service solutions, allowing customers to simplify operations and partner with a single, trusted provider
across their technology ecosystem.
TransAct is headquartered in Hamden, CT. For more information, please
visit transact-tech.com or call (203) 859-6800.
©2026 TRANSACT Technologies Incorporated. All rights reserved.
TransAct®, BOHA!®, 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 six months ended June 30, 2026. 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 six months ended June 30, 2026.
During the preparation of the Company’s consolidated financial statements and related notes as of and for the three and six months
ended June 30, 2026, the Company may identify items that could cause its final reported results to be materially different from the preliminary
financial information set forth herein. As a result, there can be no assurance that the Company’s final results for these periods
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, including inflation and changes in interest rates, on our business, operations, financial condition, results
of operations and capital resources; continued reliance on third parties to host and support our FST offerings; difficulties or delays
in manufacturing or delivery of inventory or other supply chain disruptions; our dependence on a single contract manufacturer for the
assembly of a large portion of our products in Asia; 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 including the potential for new or reinstated trade measures, in addition to the 10% tariff surcharge
already implemented under Section 122 of the Trade Act of 1974, following the U.S. Supreme Court’s decision to invalidate certain
previously imposed tariffs; 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;
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, including the strategic review
of the Company’s casino and gaming business, and business growth; uncertainties and administrative, legal, and tax complexities
associated with the process of claiming and remitting tariff refunds to customers, which may expose us to litigation, regulatory scrutiny,
and financial loss; 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; political
and policy uncertainties and any adverse economic impacts resulting from such uncertainties; 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, 2025, 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
TRANSACT TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Preliminary and Unaudited)
| | |
Three months ended | | |
Six months ended | |
| | |
June 30, | | |
June 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
(In thousands, except per share data) | |
| | |
| | |
| | |
| | |
| |
| Net sales | |
$ | 13,948 | | |
$ | 13,798 | | |
$ | 28,363 | | |
$ | 26,851 | |
| Cost of sales | |
| 6,946 | | |
| 7,146 | | |
| 14,108 | | |
| 13,840 | |
| Gross profit | |
| 7,002 | | |
| 6,652 | | |
| 14,255 | | |
| 13,011 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Engineering, design and product development | |
| 1,226 | | |
| 1,725 | | |
| 2,606 | | |
| 3,360 | |
| Selling and marketing | |
| 2,736 | | |
| 2,103 | | |
| 4,933 | | |
| 4,188 | |
| General and administrative | |
| 3,094 | | |
| 3,082 | | |
| 5,999 | | |
| 5,736 | |
| | |
| 7,056 | | |
| 6,910 | | |
| 13,538 | | |
| 13,284 | |
| Operating (loss) income | |
| (54 | ) | |
| (258 | ) | |
| 717 | | |
| (273 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Interest and other income (expense): | |
| | | |
| | | |
| | | |
| | |
| Interest, net | |
| 59 | | |
| 40 | | |
| 125 | | |
| 62 | |
| Other, net | |
| (25 | ) | |
| 115 | | |
| (73 | ) | |
| 178 | |
| | |
| 34 | | |
| 155 | | |
| 52 | | |
| 240 | |
| | |
| | | |
| | | |
| | | |
| | |
| (Loss) income before income taxes | |
| (20 | ) | |
| (103 | ) | |
| 769 | | |
| (33 | ) |
| Income tax expense | |
| (30 | ) | |
| (40 | ) | |
| (53 | ) | |
| (91 | ) |
| Net (loss) income | |
$ | (50 | ) | |
$ | (143 | ) | |
$ | 716 | | |
$ | (124 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net (loss) income per common share: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | 0.00 | | |
$ | (0.01 | ) | |
$ | 0.07 | | |
$ | (0.01 | ) |
| Diluted | |
$ | 0.00 | | |
$ | (0.01 | ) | |
$ | 0.07 | | |
$ | (0.01 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Shares used in per share calculation: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 10,289 | | |
| 10,085 | | |
| 10,234 | | |
| 10,064 | |
| Diluted | |
| 10,289 | | |
| 10,085 | | |
| 10,311 | | |
| 10,064 | |
SUPPLEMENTAL INFORMATION
– SALES BY MARKET:
(Preliminary and Unaudited)
| | |
Three months ended | | |
Six months ended | |
| | |
June 30, | | |
June 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
(In thousands) | |
| | |
| | |
| | |
| | |
| |
| Food service technology | |
$ | 5,172 | | |
$ | 4,761 | | |
$ | 9,864 | | |
$ | 9,669 | |
| POS automation | |
| 619 | | |
| 590 | | |
| 1,239 | | |
| 1,208 | |
| Casino and gaming | |
| 7,318 | | |
| 7,629 | | |
| 15,657 | | |
| 14,348 | |
| TransAct Services Group | |
| 839 | | |
| 818 | | |
| 1,603 | | |
| 1,626 | |
| Total net sales | |
$ | 13,948 | | |
$ | 13,798 | | |
$ | 28,363 | | |
$ | 26,851 | |
TRANSACT TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Preliminary and Unaudited)
| | |
June 30, | | |
December 31, | |
| | |
2026 | | |
2025 | |
| | |
(In thousands) | |
| Assets: | |
| | |
| |
| Current assets: | |
| | |
| |
| Cash and cash equivalents | |
$ | 19,387 | | |
$ | 20,433 | |
| Accounts receivable, net | |
| 10,359 | | |
| 6,364 | |
| Inventories | |
| 9,094 | | |
| 10,858 | |
| Prepaid income taxes | |
| 424 | | |
| 399 | |
| Other current assets | |
| 1,298 | | |
| 754 | |
| Total current assets | |
| 40,562 | | |
| 38,808 | |
| | |
| | | |
| | |
| Fixed assets, net | |
| 1,099 | | |
| 1,243 | |
| Right-of-use assets, net | |
| 3,209 | | |
| 557 | |
| Goodwill | |
| 2,621 | | |
| 2,621 | |
| Intangible assets, net | |
| 3,476 | | |
| 1,503 | |
| Other assets | |
| 55 | | |
| 37 | |
| | |
| 10,460 | | |
| 5,961 | |
| Total assets | |
$ | 51,022 | | |
$ | 44,769 | |
| | |
| | | |
| | |
| Liabilities and Shareholders’ Equity: | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Revolving loan payable | |
$ | 3,000 | | |
$ | 3,000 | |
| Accounts payable | |
| 5,034 | | |
| 3,539 | |
| Accrued liabilities | |
| 4,907 | | |
| 4,763 | |
| Lease liabilities | |
| 506 | | |
| 346 | |
| Deferred revenue | |
| 1,850 | | |
| 1,400 | |
| Total current liabilities | |
| 15,297 | | |
| 13,048 | |
| | |
| | | |
| | |
| Deferred revenue, net of current portion | |
| 292 | | |
| 355 | |
| Lease liabilities, net of current portion | |
| 2,724 | | |
| 215 | |
| Other liabilities | |
| 34 | | |
| 35 | |
| | |
| 3,050 | | |
| 605 | |
| Total liabilities | |
| 18,347 | | |
| 13,653 | |
| | |
| | | |
| | |
| Shareholders’ equity: | |
| | | |
| | |
| Common stock | |
| 142 | | |
| 141 | |
| Additional paid-in capital | |
| 60,697 | | |
| 59,824 | |
| Retained earnings | |
| 3,991 | | |
| 3,275 | |
| Accumulated other comprehensive loss, net of tax | |
| (45 | ) | |
| (14 | ) |
| Treasury stock, at cost | |
| (32,110 | ) | |
| (32,110 | ) |
| Total shareholders’ equity | |
| 32,675 | | |
| 31,116 | |
| Total liabilities and shareholders’ equity | |
$ | 51,022 | | |
$ | 44,769 | |
TRANSACT TECHNOLOGIES INCORPORATED
RECONCILIATION OF NET (LOSS) INCOME TO EBITDA
AND ADJUSTED EBITDA
NON-GAAP FINANCIAL MEASURES
(Preliminary and Unaudited)
| | |
Three months ended | | |
Six Months ended | |
| | |
June 30, | | |
June 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
(In thousands) | |
| | |
| | |
| | |
| | |
| |
| Net (loss) income | |
$ | (50 | ) | |
$ | (143 | ) | |
$ | 716 | | |
$ | (124 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Interest income, net | |
| (59 | ) | |
| (40 | ) | |
| (125 | ) | |
| (62 | ) |
| Income tax expense | |
| 30 | | |
| 40 | | |
| 53 | | |
| 91 | |
| Depreciation and amortization | |
| 138 | | |
| 171 | | |
| 296 | | |
| 344 | |
| | |
| | | |
| | | |
| | | |
| | |
| EBITDA | |
| 59 | | |
| 28 | | |
| 940 | | |
| 249 | |
| | |
| | | |
| | | |
| | | |
| | |
| Share-based compensation expense | |
| 455 | | |
| 450 | | |
| 966 | | |
| 773 | |
| | |
| | | |
| | | |
| | | |
| | |
| Adjusted EBITDA | |
$ | 514 | | |
$ | 478 | | |
$ | 1,906 | | |
$ | 1,022 | |