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

FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2024
or

☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________.

Commission file number: 0-21121

graphic
TRANSACT TECHNOLOGIES INC
(Exact name of registrant as specified in its charter)

Delaware
  
06-1456680
(State or Other Jurisdiction of Incorporation or Organization)
  
(I.R.S. Employer Identification No.)

One Hamden Center, 2319 Whitney Avenue, Suite 3B, Hamden, CT
  
06518
(Address of Principal Executive Offices)
  
(Zip Code)

(203) 859-6800
(Registrant’s Telephone Number, Including Area Code)

(Former name, former address and former fiscal year, if changed since last report.)

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☒   No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  ☒   No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  ☐
Accelerated filer ☐
Non-accelerated filer ☒
Smaller reporting company  ☒
 
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.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes  ☐   No  ☒

As of July 31, 2024 the number of shares outstanding of the Registrant’s common stock, par value $0.01 per share, was 9,998,307.

TRANSACT TECHNOLOGIES INCORPORATED

INDEX

PART I - Financial Information:
Page
     
Item 1
Financial Statements (unaudited)
  
     
 
Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023
3
     
 
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023
4
     
 
Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and six months ended June 30, 2024 and 2023
5
     
 
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023
6
     
 
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2024 and 2023
7
     
 
8
     
Item 2
14
     
Item 3
26
     
Item 4
26
   
PART II - Other Information:
  
     
Item 1
26
     
Item 1A
26
     
Item 2
26
     
Item 3
26
     
Item 4
26
     
Item 5
26
     
Item 6
27
   
28

2
PART I - FINANCIAL INFORMATION

Item 1.
FINANCIAL STATEMENTS

TRANSACT TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)

 
June 30, 2024
    
December 31, 2023
  
Assets:
  
(In thousands, except share data)
  
Current assets:
            
Cash and cash equivalents
  
$
11,134
    
$
12,321
  
Accounts receivable, net of allowance for expected credit losses of $661 and $768
    
6,738
      
9,824
  
Inventories
    
17,636
      
17,759
  
Prepaid income taxes
     711       322  
Other current assets
    
800
      
773
  
Total current assets
    
37,019
      
40,999
  
                 
Fixed assets, net of accumulated depreciation of $19,102 and $18,646
    
2,132
      
2,421
  
Right-of-use assets
    
1,605
      
1,602
  
Goodwill
    
2,621
      
2,621
  
Deferred tax assets
    
6,875
      
6,304
  
Intangible assets, net of accumulated amortization of $1,593 and $1,518
    
13
      
88
  
Other assets
    
99
      
163
  
     
13,345
      
13,199
  
Total assets
  
$
50,364
    
$
54,198
  
                 
Liabilities and Shareholders’ Equity:
                
Current liabilities:
                
Revolving loan payable
  
$
2,250
    
$
2,250
  
Accounts payable
    
3,043
      
4,431
  
Accrued liabilities
    
3,651
      
4,947
  
Lease liabilities
    
942
      
929
  
Deferred revenue
    
836
      
1,079
  
Total current liabilities
    
10,722
      
13,636
  
                 
Deferred revenue, net of current portion
    
198
      
209
  
Lease liabilities, net of current portion
    
701
      
720
  
Other liabilities
    
215
      
219
  
     
1,114
      
1,148
  
Total liabilities
    
11,836
      
14,784
  
                 
Commitments and contingencies (see Notes 5 and 7)
            

               
Shareholders’ equity:
                
Common stock, $0.01 par value, 20,000,000 shares authorized; 14,043,149 and 14,003,653 shares issued, respectively; 9,998,307 and 9,958,811 shares outstanding, respectively
    
140
      
140
  
Additional paid-in capital
    
57,528
      
57,055
  
Retained earnings
    
13,023
      
14,378
  
Accumulated other comprehensive loss, net of tax
    
(53
)
    
(49
)
Treasury stock, at cost (4,044,842 shares)
    
(32,110
)
    
(32,110
)
Total shareholders’ equity
    
38,528
      
39,414
  
Total liabilities and shareholders’ equity
  
$
50,364
    
$
54,198
  

See notes to Condensed Consolidated Financial Statements.

3
TRANSACT TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

   
Three Months Ended
    
Six Months Ended
  
 
June 30,
    
June 30,
  
   
2024
    
2023
    
2024
    
2023
  
   
(In thousands, except per share data)
  
                         
Net sales
  
$
11,599
    
$
19,906
     $ 22,286     $ 42,176  
Cost of sales
    
5,489
      
9,048
       10,552       19,063  
Gross profit
    
6,110
      
10,858
       11,734       23,113  
                                 
Operating expenses:
                                
Engineering, design and product development
    
1,799
      
2,505
       3,765       4,774  
Selling and marketing
    
2,197
      
2,684
       4,280       5,441  
General and administrative
    
2,552
      
4,445
       5,428       7,861  
     
6,548
      
9,634
       13,473       18,076  
                                 
Operating (loss) income
    
(438
)
    
1,224
       (1,739 )     5,037  
Interest and other income (expense):
                                
Interest, net
    
26
      
(68
)
     74       (134 )
Other, net
    
7
      
–
       (53 )     21  
     
33
      
(68
)
     21       (113 )
                                 
(Loss) income before income taxes
    
(405
)
    
1,156
       (1,718 )     4,924  
Income tax benefit (expense)
    
86
      
(391
)
     363       (1,020 )
Net (loss) income
  
$
(319
)
  
$
765
     $ (1,355 )   $ 3,904  
                                 
Net (loss) income per common share:
                                
Basic
  
$
(0.03
)
  
$
0.08
     $ (0.14 )   $ 0.39  
Diluted
  
$
(0.03
)
  
$
0.08
     $ (0.14 )   $ 0.39  
                                 
Shares used in per-share calculation:
                                
Basic
    
9,997
      
9,956
       9,985       9,943  
Diluted
    
9,997
      
10,017
       9,985       10,016  

See notes to Condensed Consolidated Financial Statements.

4
TRANSACT TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(unaudited)

   
Three Months Ended
    
Six Months Ended
  
   
June 30,
    
June 30,
  
   
2024
    
2023
    
2024
    
2023
  
   
(In thousands)
  
                         
Net (loss) income
 
$
(319
)
  
$
765
  $ (1,355 )   $ 3,904
Foreign currency translation adjustment, net of tax
    
(3
)
    
9
    (4 )     11
Comprehensive (loss) income
 
$
(322
)
  
$
774
  $ (1,359 )   $ 3,915

See notes to Condensed Consolidated Financial Statements.

5
TRANSACT TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

 
Six Months Ended
  
 
June 30,
  
   
2024
    
2023
  
   
(In thousands)
  
Cash flows from operating activities:
            
Net (loss) income 
 
$
(1,355
)
  
$
3,904
  
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
                
Share-based compensation expense
    
544
      
398
  
Depreciation and amortization
    
636
      
722
  
Deferred income taxes
    
(570
)
    
762
  
Unrealized foreign currency transaction losses
    
55
      
21
  
Changes in operating assets and liabilities:
                
Accounts receivable
    
3,066
      
(434
)
Employee retention credit receivable
    
–
      
1,500
  
Inventories
    
102
      
(3,363
)
Prepaid income taxes
     (389 )     –  
Other current and long-term assets
    
15
      
(86
)
Accounts payable
    
(1,400
)
    
(1,063
)
Accrued liabilities and other liabilities
    
(1,558
)
    
1,329
  
Net cash (used in) provided by operating activities
    
(854
)
    
3,690
  
                 
Cash flows from investing activities:
                
Capital expenditures
    
(243
)
    
(689
)
Net cash used in investing activities
    
(243
)
    
(689
)
                 
Cash flows from financing activities:
                
Withholding taxes paid on stock issuances
    
(71
)
    
(86
)
Net cash used in financing activities
    
(71
)
    
(86
)
                 
Effect of exchange rate changes on cash and cash equivalents
    
(19
)
    
(105
)
                 
(Decrease) increase in cash and cash equivalents
   
(1,187
)
    
2,810
  
Cash and cash equivalents, beginning of period
    
12,321
      
7,946
  
Cash and cash equivalents, end of period
  
$
11,134
    
$
10,756
  
                 
Supplemental schedule of non-cash investing and financing activities:
                
Non-cash capital expenditure items
  
$
11
    
$
41
  
Right of use asset obtained in exchange for new operating lease liabilities
   $ 465
    $
–  

See notes to Condensed Consolidated Financial Statements.

6
TRANSACT TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(unaudited)

   
Three Months Ended
    
Six Months Ended
  
 
June 30,
    
June 30,
  
   
2024
    
2023
    
2024
    
2023
  
   
(In thousands)
  
                         
Equity beginning balance
  
$
38,571
    
$
37,196
     $ 39,414     $ 33,862  
                                 
Common stock
                                
Balance, beginning of period
    
140
      
140
       140       139  
Issuance of common stock from restricted stock units
    
–
      
–
       –       1  
Balance, end of period
    
140
      
140
       140       140  
                                 
Additional paid-in capital
                                
Balance, beginning of period
    
57,249
      
56,474
       57,055
       56,282  
Share-based compensation expense
    
279
      
120
       544       398  
Relinquishment of stock awards to pay for withholding taxes
    
–
      
–
       (71 )     (86 )
Balance, end of period
    
57,528
      
56,594
       57,528       56,594  
                                 
Retained earnings
                                
Balance, beginning of period
    
13,342
      
12,769
       14,378       9,630  
Net (loss) income
    
(319
)
    
765
       (1,355 )     3,904  
Balance, end of period
    
13,023
      
13,534
       13,023       13,534  
                                 
Treasury stock
                                
Balance, beginning and end of period
    
(32,110
)
    
(32,110
)
     (32,110 )     (32,110 )
                                 
Accumulated other comprehensive (loss) income, net of tax
                                
Balance, beginning of period
    
(50
)
    
(77
)
     (49 )     (79 )
Foreign currency translation adjustment, net of tax
    
(3
)
    
9
       (4 )     11  
Balance, end of period
    
(53
)
    
(68
)
     (53 )     (68 )
                                 
Equity ending balance
  
$
38,528
    
$
38,090
     $ 38,528     $ 38,090  
                                 
Supplemental share information
                                
Issuance of shares from stock awards
    
3
      
3
       50       57  
Relinquishment of stock awards to pay withholding taxes
    
–
      
–
       11       12  

See notes to Condensed Consolidated Financial Statements.

7
TRANSACT TECHNOLOGIES INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1. Basis of presentation

The accompanying unaudited financial statements of TransAct Technologies Incorporated (“TransAct”, the “Company”, “we”, “us”, or “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP to be included in full year financial statements.  In the opinion of management, all adjustments considered necessary for a fair statement of the results for the periods presented have been included and are of a normal recurring nature.  The December 31, 2023 Condensed Consolidated Balance Sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP.  These interim financial statements should be read in conjunction with the audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”).

The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024.

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 half 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 some limited 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 expenses, 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 experienced 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 the 2023 levels, partially offset by typical annual inflationary and cost of living increases in operating expenses.

We also began an additional cost reduction initiative in the second quarter of 2024 focused largely on further reducing employee headcount and other external third party resources. Savings from this initiative are expected to be approximately $2 million on an annualized basis and realized beginning in the third quarter of 2024.  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.

After reviewing whether conditions and/or events raise substantial doubt about our ability to meet future financial obligations over the 12 months following the date on which the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q were issued, including consideration of the actions to manage expenses and liquidity, we believe that our net cash to be provided by operations combined with our cash and cash equivalents and borrowing availability under our revolving credit facility will provide sufficient liquidity to fund our current obligations, capital spending, and working capital requirements and to comply with the financial covenants of our credit facility over at least 12 months following the date that the Condensed Consolidated Financial Statements were issued.

8
Use of Assumptions and Estimates
Management’s belief that the Company will be able to fund its planned operations over the 12 months following the date on which the unaudited Condensed Consolidated Financial Statements were issued is based on assumptions which involve significant judgment and estimates of future revenues, inflation, rising interest rates, capital expenditures and other operating costs. Though demand for our products at casinos has increased substantially post-pandemic, we cannot predict the ultimate impact of the current economic environment, including inflation, rising interest rates and supply chain disruptions on our customers, which may impact sales. We believe that we are positioned to withstand the impact of any potential future economic downturn and we would be able to take additional financial and operational actions to cut costs and/or increase liquidity.

In addition, the presentation of the accompanying unaudited Condensed Consolidated 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 estimates include those related to revenue recognition, accounts receivable, inventory obsolescence, goodwill and intangible assets, the valuation of deferred tax assets and liabilities, depreciable lives of equipment, share-based compensation and contingent liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ from those estimates used.
 
2. Significant accounting policies

For a discussion of our significant accounting policies, see Note 2, Summary of significant accounting policies within Part II, Item 8. “Financial Statements and Supplementary Data” in the 2023 Form 10-K.  There have been no changes to our significant accounting policies since the 2023 Form 10-K.

Recently issued accounting pronouncements:
On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)  2023-07, Segment Reporting (Topic 280).  The amendments improve reportable segment disclosures requirements and clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirements.  These amendments are effective for fiscal years beginning after December 15, 2023 and for interim periods beginning after December 15, 2024.  These segment disclosure requirements must be applied retrospectively to all periods presented in the financial statements.  We are currently evaluating the impact of adopting this standard; however, we do not expect it to have a material impact on our Consolidated Financial Statements.
On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures.   This ASU requires the use of consistent categories and greater disaggregation in tax rate reconciliations and income taxes paid disclosures.  These amendments are effective for fiscal years beginning after December 15, 2024.  These income tax disclosure requirements can be applied either prospectively or retrospectively to all periods presented in the financial statements.  We are currently evaluating the impact of adopting this standard; however, we do not expect it to have a material impact on our Consolidated Financial Statements.

3. Revenue

We account for revenue in accordance with Financial Accounting Standards Codification (“ASC”) Topic 606: Revenue from Contracts with Customers.

Disaggregation of revenue

The following tables disaggregate our revenue by market type, as we believe this best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.  Sales and usage-based taxes are excluded from revenues.

   
Three Months Ended
  
 
June 30,
  
   
2024
    
2023
  
   
(In thousands)
  
   
United States
    
International
    
Total
    
United States
    
International
    
Total
  
Food service technology
  
$
3,779
    
$
399
    
$
4,178
    
$
3,625
    
$
270
    
$
3,895
  
POS automation
    
1,151
      
–
      
1,151
      
1,904
      
–
      
1,904
  
Casino and gaming
    
3,178
      
2,181
      
5,359
      
9,475
      
2,697
      
12,172
  
Transact Services Group
    
711
      
200
      
911
      
1,721
      
214
      
1,935
  
Total net sales
  
$
8,819
    
$
2,780
    
$
11,599
    
$
16,725
    
$
3,181
    
$
19,906
  

9
   
Six Months Ended
  
 
June 30,
  
   
2024
    
2023
  
   
(In thousands)
  
   
United States
    
International
    
Total
    
United States
    
International
    
Total
  
Food service technology
   $ 6,802     $ 676     $ 7,478     $ 6,888     $ 465     $ 7,353  
POS automation
     1,802       –       1,802       3,686       15       3,701  
Casino and gaming
     6,416       4,639       11,055       21,044       6,939       27,983  
TransAct Services Group
     1,564       387       1,951       2,704       435       3,139  
Total net sales
   $ 16,584     $ 5,702     $ 22,286     $ 34,322     $ 7,854     $ 42,176  

Contract balances

Contract assets consist of unbilled receivables.  Pursuant to the over-time revenue recognition model, revenue may be recognized prior to the customer being invoiced.  An unbilled receivable is recorded to reflect revenue that is recognized when such revenue exceeds the amount invoiced to the customer. Unbilled receivables are separated into current and non-current assets and included within “Accounts receivable, net” and “Other assets” in the Condensed Consolidated Balance Sheets.

Contract liabilities consist of customer pre-payments and deferred revenue.  Customer prepayments are reported as “Accrued liabilities” in current liabilities in the Condensed Consolidated Balance Sheets and represent customer payments made in advance of performance obligations in instances where credit has not been extended and are recognized as revenue when the performance obligation is complete.  Deferred revenue is reported separately in current liabilities and non-current liabilities and consists of our extended warranty contracts, technical support for our food service technology terminals, EPICENTRAL maintenance contracts and prepaid software subscriptions for our BOHA! software applications and is recognized as revenue as (or when) we perform under the contract.  For the six months ended June 30, 2024, we recognized revenue of $0.7 million related to our contract liabilities at December 31, 2023. Total net contract liabilities consisted of the following:

 
June 30, 2024
    
December 31, 2023
  
   
(In thousands)
  
Unbilled receivables, current
  
$
151
    
$
145
  
Unbilled receivables, net of current portion
    
69
      
120
  
Customer pre-payments
    
(95
)
    
(155
)
Deferred revenue, current
    
(836
)
    
(1,079
)
Deferred revenue, net of current portion
    
(198
)
    
(209
)
Total net contract liabilities
  
$
(909
)
  
$
(1,178
)

Remaining performance obligations

Remaining performance obligations represent the transaction price of firm orders for which a good or service has not been delivered to our customer.  As of June 30, 2024, the aggregate amount of transaction prices allocated to remaining performance obligations was $4.8 million.  The Company expects to recognize revenue of $4.5 million of its remaining performance obligations within the next 12 months following June 30, 2024, $0.2 million within the next 24 months following June 30, 2024 and the balance of these remaining performance obligations recognized within the next 36 months following June 30, 2024.

4. Inventories

The components of inventories were:

 
June 30, 2024
    
December 31, 2023
  
   
(In thousands)
  
             
Raw materials and purchased component parts
  
$
10,162
    
$
9,382
  
Finished goods
    
7,474
      
8,377
  
   
$
17,636
    
$
17,759
  

10
5. Borrowings

Credit Facility

On March 13, 2020, we entered into the Loan and Security Agreement governing a credit facility (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” in 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 June 30, 2024, we remained in compliance with our excess availability covenant. As of June 30, 2024, we had $2.3 million of outstanding borrowings under the Siena Credit Facility and $4.3 million of net borrowing capacity available under the Siena Credit Facility.

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 include, among other things, the following:

(i)
The extension of the maturity date from March 13, 2023 to March 13, 2025; and

(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.


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.

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. John 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.

11
6. Earnings per share

The following table sets forth the reconciliation of basic and diluted weighted average shares outstanding:

   
Three Months Ended
    
Six Months Ended
  
 
June 30,
    
June 30,
  
   
2024
    
2023
    
2024
    
2023
  
   
(In thousands, except per share data)
  
Net (loss) income
  
$
(319
)
  
$
765
     $ (1,355 )   $ 3,904  
                                 
Shares:
                                
Basic:  Weighted average common shares outstanding
    
9,997
      
9,956
       9,985       9,943  
Add:  Dilutive effect of outstanding options and restricted stock units as determined by the treasury stock method
    
–
      
61
       –       73  
Diluted:  Weighted average common and common equivalent shares outstanding
    
9,997
      
10,017
       9,985       10,016  
                                 
Net (loss) income per common share:
                                
Basic
  
$
(0.03
)
  
$
0.08
     $ (0.14 )   $ 0.39  
Diluted
  
$
(0.03
)
  
$
0.08
     $ (0.14 )   $ 0.39  

The computation of diluted earnings per share excludes the effect of the potential exercise of stock awards, including stock options and restricted stock units, when the average market price of the common stock is lower than the exercise price of the related stock award during the period, as the inclusion of these stock awards in the computation of diluted earnings would be anti-dilutive. For the three and six months ended June 30, 2024, when a loss was reported, basic and diluted EPS are calculated using the same method and as a result, 1.6 million and 1.5 million shares, respectively, of potentially dilutive shares consisting of stock awards were excluded from the calculation of earnings per diluted share.  Anti-dilutive stock awards excluded from the computation of earnings per dilutive share were 0.9 million in each of the three and six months ended June 30, 2023.

7. Leases

We account for leases in accordance with ASC Topic 842: Leases.

We enter into lease agreements for the use of real estate space and certain equipment under operating leases and we have no financing leases. Our leases are included in “Right-of-use-assets” and “Lease liabilities” in our Condensed Consolidated Balance Sheets.  Our leases have various lease terms, some of which include options to extend. On May 31, 2024, we entered into an amendment to extend the lease on our facility in Ithaca, New York, which resulted in a right-of-use asset obtained in exchange for a new operating lease liability of $465 thousand.  The lease amendment provides for an extension of the lease for an additional year from May 31, 2025 to May 31, 2026, with an option to extend for an additional year. Lease expense is recognized on a straight-line basis over the lease term.

Operating lease expense for the six months ended June 30, 2024 and 2023 was $500 thousand and $483 thousand, respectively, and is reported as “Cost of sales”, “Engineering, design and product development expense”, “Selling and marketing expense”, and “General and administrative expense” in the Condensed Consolidated Statements of Operations. Operating lease expenses include short-term lease costs, which were immaterial during the periods presented.

The following information represents supplemental disclosure for the statement of cash flows related to operating leases (in thousands):

 
Six Months Ended,
  
 
June 30,
  
   
2024
    
2023
  
Operating cash outflows from leases
  
$
510
    
$
504
  

12
The following summarizes additional information related to our leases as of June 30, 2024 and December 31, 2023:

 
June 30, 2024
    
December 31, 2023
  
Weighted average remaining lease term (in years)
    
1.7
      
1.7
  
Weighted average discount rate
    
7.5
%
    
4.4
%

The maturity of the Company’s operating lease liabilities as of June 30, 2024 and December 31, 2023 were as follows (in thousands):

 
June 30, 2024
    
December 31, 2023
  
2024
  

512
      
985
  
2025
    
1,014
      
713
  
2026
    
237
      
22
  
Total undiscounted lease payments
    
1,763
      
1,720
  
Less imputed interest
    
120
      
71
  
Total lease liabilities
  
$
1,643
    
$
1,649
  

8. Income taxes

We recorded an income tax benefit in the second quarter of 2024 of $86 thousand at an effective tax rate of (21.2%) compared to an income tax expense in the second quarter of 2023 of $391 thousand at an effective tax rate of 33.8%.  For the six months ended June 30, 2024, we recorded income tax benefit of $363 thousand at an effective tax rate of (21.1%), compared to an income tax expense for the six months ended June 30, 2023 of $1.0 million at an effective tax rate of 20.7%.

We are subject to U.S. federal income tax, as well as income tax in certain U.S. state and foreign jurisdictions.  We have substantially concluded all U.S. federal, state and local income tax, and foreign tax regulatory examination matters through 2019.  However, our federal tax returns for the years 2020 through 2023 remain open to examination. Various U.S. state and foreign tax jurisdiction tax years remain open to examination as well, but we believe that any additional assessment would be immaterial to the Condensed Consolidated Financial Statements.  The Company maintains a valuation allowance against certain deferred tax assets where realization is not certain.

9. Subsequent events

The Company has evaluated all events or transactions that occurred up to the date the Condensed Consolidated Financial Statements were available to be issued.  Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the Condensed Consolidated Financial Statements.

13
Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements
Certain statements included in this Quarterly Report on Form 10-Q for the period ended June 30, 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; political and policy uncertainties with the approach of the U.S. presidential election; 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.

14
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, Roth Capital Partners, LLC (“Roth”), 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. The Company continues to actively access strategic alternatives with the assistance of Roth while continuing to pursue its business growth and development initiatives on a parallel track.  The Company has engaged with a number of outside parties and is in various stages of discussion with such outside parties.  The Company is committed to pursuing an optimal outcome for all its stakeholders and maximizing shareholder value.  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 half 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 some limited 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 experienced 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 the 2023 levels, partially offset by typical annual inflationary and cost of living increases in operating expenses.

We also began an additional cost reduction initiative in the second quarter of 2024 focused largely on further reducing employee headcount and other external third party resources. Savings from this initiative are expected to be approximately $2 million on an annualized basis and realized beginning in the third quarter of 2024.  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.

15
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,” since the filing of the 2023 Form 10-K.

Results of Operations: Three months ended June 30, 2024 compared to three months ended June 30, 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 June 30, 2024 and 2023 were as follows (in thousands, except percentages):

   
Three Months Ended
    
Three Months Ended
        
   
June 30, 2024
    
June 30, 2023
    
$ Change
    
% Change
  
Food service technology (“FST”)
  
$
4,178
      
36.0
%
  
$
3,895
      
19.6
%
  
$
283
      
7.3
%
POS automation
    
1,151
      
9.9
%
    
1,904
      
9.6
%
    
(753
)
    
(39.5
%)
Casino and gaming
    
5,359
      
46.2
%
    
12,172
      
61.1
%
    
(6,813
)
    
(56.0
%)
TransAct Services Group (“TSG”)
    
911
      
7.9
%
    
1,935
      
9.7
%
    
(1,024
)
    
(52.9
%)
   
$
11,599
      
100.0
%
   $
19,906
      
100.0
%
  
$
(8,307
)
    
(41.7
%)
                                                 
International *
  
$
2,780
      
24.0
%
  
$
3,181
      
16.0
%
  
$
(401
)
    
(12.6
%)

*
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.

Net sales for the second quarter of 2024 decreased $8.3 million, or 42%, compared to the second quarter of 2023.  Printer, terminal and other hardware unit sales volume decreased 49% to approximately 22,000 units, due primarily to a 55% unit sales volume decrease in the casino and gaming market, a 27% unit sales volume decline in the POS automation market and a 25% 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 second quarter of 2024 compared to the second quarter of 2023.  FST software, labels and other recurring revenue increased $0.3 million, or 12%, in the second quarter of 2024 compared to the second quarter of 2023.

International sales for the second quarter of 2024 decreased $0.4 million, or 13%, 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.

16
Sales of our worldwide FST products for the three months ended June 30, 2024 and 2023 were as follows (in thousands, except percentages):

   
Three Months Ended
    
Three Months Ended
        
   
June 30, 2024
    
June 30, 2023
    
$ Change
    
% Change
  
Domestic
  
$
3,779
      
90.4
%
  
$
3,625
      
93.1
%
  
$
154
      
4.2
%
International
    
399
      
9.6
%
    
270
      
6.9
%
    
129
      
47.8
%
   
$
4,178
      
100.0
%
  
$
3,895
      
100.0
%
  
$
283
      
7.3
%

   
Three Months Ended
    
Three Months Ended
        
   
June 30, 2024
    
June 30, 2023
    
$ Change
    
% Change
  
Hardware
  
$
1,402
      
33.6
%
  
$
1,407
      
36.1
%
  
$
(5
)
    
(0.4
%)
Software, labels and other recurring revenue
    
2,776
      
66.4
%
    
2,488
      
63.9
%
    
288
      
11.6
%
   
$
4,178
      
100.0
%
  
$
3,895
      
100.0
%
  
$
283
      
7.3
%

The increase in food service technology sales in the second quarter of 2024 compared to the second quarter of 2023 was driven by an increase in software, labels and other recurring revenue.  Domestic sales increased 4% in the second quarter of 2024 compared to the second quarter of 2023, while hardware sales were relatively flat in the second quarter of 2024 compared to the second quarter of 2023 decreasing by less than 1%.  Hardware sales were impacted by a 97% decrease in sales of our AccuDate 9700 terminals which we discontinued at the end of 2023 and 78% lower sales of our legacy BOHA! Terminal 1.  These decreases were almost entirely offset by strong sales of our newly launched BOHA! Terminal 2 (that will replace our BOHA! Terminal 1) to a large international quick serve restaurant (“QSR”) customer as well as increased sales of Workstations.  Despite the loss of a significant customer (explained further below), FST software, labels and other recurring revenue increased 12% compared to the prior year period due largely to increased label sales to several of our larger existing customers.

During the second quarter of 2024, 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 July 2024. Total sales to this customer (including hardware, software, labels and other recurring revenue) were approximately $4.0 million in 2023.  We do not expect any significant sales to this customer beyond the second quarter of 2024.  Despite the loss of this customer, we expect FST revenue for the remainder of 2024 to be relatively consistent with the comparable period of 2023, as we expect revenue from new customers, including those from our newly announced international QSR customer, to largely offset those from this 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 June 30, 2024 and 2023 were as follows (in thousands, except percentages):

   
Three Months Ended
    
Three Months Ended
        
   
June 30, 2024
    
June 30, 2023
    
$ Change
    
% Change
  
Domestic
  
$
1,151
      
100.0
%
  
$
1,904
      
100.0
%
  
$
(753
)
    
(39.5
%)
International
    
–
      
0.0
%
    
–
      
0.0
%
    
–
      
--
  
   
$
1,151
      
100.0
%
  
$
1,904
      
100.0
%
  
$
(753
)
    
(39.5
%)

The decrease in POS automation sales in the second quarter of 2024 compared to the second quarter of 2023 was driven by a 40% 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 in the first half of 2023.  During the second quarter of 2024,  we experienced renewed competitive pressure that has resulted in a  a return to a more normalized level of sales as well as a reduction in our average selling prices.

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.

17
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 June 30, 2024 and 2023 were as follows (in thousands, except percentages):

   
Three Months Ended
    
Three Months Ended
        
   
June 30, 2024
    
June 30, 2023
    
$ Change
    
% Change
  
Domestic
  
$
3,178
      
59.3
%
  
$
9,475
      
77.8
%
  
$
(6,297
)
    
(66.5
%)
International
    
2,181
      
40.7
%
    
2,697
      
22.2
%
    
(516
)
    
(19.1
%)
   
$
5,359
      
100.0
%
  
$
12,172
      
100.0
%
  
$
(6,813
)
    
(56.0
%)

Domestic sales of our casino and gaming products for the second quarter of 2024 declined by $6.3 million, or 67%, compared to the second quarter of 2023. Sales during the second quarter of 2023 were unusually high due to our largest competitor’s inability to supply product due to the supply chain issues.  In addition, two of our larger customers continue to hold higher than normal levels of inventory of our product accumulated as a hedge during the worldwide supply chain crisis during 2022 and 2023. As a result, we have experienced a significant slowdown in their order and shipment rates that we expect to continue for the remainder of 2024 until they are able to sell through their on-hand inventory. We expect this dynamic to improve by the end of 2024 and into 2025.  In addition, we expect a normalized competitive environment to continue through the second half of 2024 as our largest competitor has resumed volume shipments.

The decrease in international casino and gaming sales during the second quarter of 2024 compared to the second quarter of 2023 was due to a 19% decrease in sales of our thermal casino printers. Similar to our domestic customers, our international customers also began to slow their order rates in the first quarter of 2024 due to higher-than-normal inventory levels.  We expect this to continue to impact our international sales for the remainder of 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 and shipping and handling charges. Sales in our worldwide TSG market for the three months ended June 30, 2024 and 2023 were as follows (in thousands, except percentages):

   
Three Months Ended
    
Three Months Ended
        
   
June 30, 2024
    
June 30, 2023
    
$ Change
    
% Change
  
Domestic
  
$
711
      
78.0
%
  
$
1,721
      
88.9
%
  
$
(1,010
)
    
(58.7
%)
International
    
200
      
22.0
%
    
214
      
11.1
%
    
(14
)
    
(6.5
%)
   
$
911
      
100.0
%
  
$
1,935
      
100.0
%
  
$
(1,024
)
    
(52.9
%)

The decrease in both domestic and international revenue from TSG during the second quarter of 2024 as compared to the second quarter of 2023 was due largely to 68% lower domestic sales of legacy replacement parts for lottery printers, and to a much lesser extent, lower legacy consumables sales and 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 June 30, 2024 and 2023 is summarized below (in thousands, except percentages):

Three Months Ended June 30,
    
Percent
    
Percent of
    
Percent of
  
2024
    
2023
    
Change
    
Total Sales - 2024
    
Total Sales - 2023
  
$
6,110
    
$
10,858
      
(43.7
%)
    
52.7
%
    
54.5
%

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 second quarter of 2024, gross profit decreased $4.7 million, or 44%, and gross margin declined 180 basis points to 53% due primarily to a 42% decline in overall sales including a 56% decline in sales of higher margin casino and gaming printers.  We expect this downward trend in gross margin to continue for the second half of 2024 due to the continued expected slowdown in order rates from certain of our casino and gaming 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.

18
Operating Expenses - Engineering, Design and Product Development. Engineering, design and product development expense information for the three months ended June 30, 2024 and 2023 is summarized below (in thousands, except percentages):

Three Months Ended June 30,
    
Percent
    
Percent of
    
Percent of
  
2024
    
2023
    
Change
    
Total Sales - 2024
    
Total Sales - 2023
  
$
1,799
    
$
2,505
      
(28.2
%)
    
15.5
%
    
12.6
%

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 the third-party licensor of our food service technology software products).  Engineering, design and product development expenses decreased $706 thousand, or 28%, for the second quarter of 2024 compared to the second 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 and additional cost-cutting initiatives taken in the second quarter of 2024 as discussed above under the heading “Current Business Trends,” 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 June 30, 2024 and 2023 is summarized below (in thousands, except percentages):

Three Months Ended June 30,
    
Percent
    
Percent of
    
Percent of
  
2024
    
2023
    
Change
    
Total Sales - 2024
    
Total Sales - 2023
  
$
2,197
    
$
2,684
      
(18.1
%)
    
18.9
%
    
13.5
%

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 $487 thousand, or 18%, in the second quarter of 2024 compared to the second quarter of 2023 due largely to cost reduction initiatives including reduced headcount, trade show and other marketing expenses.  As a result of these initiatives and additional cost-cutting initiatives taken in the second quarter of 2024 as discussed above under the heading “Current Business Trends,” 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 June 30, 2024 and 2023 is summarized below (in thousands, except percentages):

Three Months Ended June 30,
    
Percent
    
Percent of
    
Percent of
  
2024
    
2023
    
Change
    
Total Sales - 2024
    
Total Sales - 2023
  
$
2,552
    
$
4,445
      
(42.6
%)
    
22.0
%
    
22.3
%

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 $1.9 million, or 43%, during the second quarter of 2024 compared to the second quarter of 2023.  The decline was largely due to a severance charge of $1.5 million incurred during the second quarter of 2023 in connection with the resignation of TransAct’s former Chief Executive Officer in April 2023.  In addition, we incurred lower bad debt and incentive compensation expense, as well as benefited from cost reduction initiatives taken during the latter part of 2023.   We expect general and administrative expenses to continue to be lower for the second half of 2024 as compared to 2023.

Operating (Loss) Income. Operating (loss) income for the three months ended June 30, 2024 and 2023 is summarized below (in thousands, except percentages):

Three Months Ended June 30,
    
Percent
    
Percent of
    
Percent of
  
2024
    
2023
    
Change
    
Total Sales – 2024
    
Total Sales – 2023
  
$
(438
)
  
$
1,224
      
(135.8
%)
    
(3.8
%)
    
6.1
%

Our operating income decreased $1.7 million, or 136%, in the second quarter of 2024 compared to the second quarter of 2023 due largely to a 42% decline in sales and a resulting $4.7 million decrease in gross profit (including a 180 basis point decline in gross margin).  This was partially offset by a reduction in operating expenses of $3.1 million, or 32%, primarily due to cost reduction efforts commenced in the latter part of 2023 as well as a $1.5 million severance charge incurred during the second quarter of 2023 in connection with the resignation of TransAct’s former Chief Executive Officer in April 2023.

19
Interest, net. We recorded net interest income of $26 thousand in the second quarter of 2024 compared to $68 thousand of net interest expense in the second 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 second quarter of 2024, we earned more interest income than in the second 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 and losses by our UK subsidiary.  During the second quarter of 2024 we recognized $7 thousand of foreign exchange gains compared to no net foreign exchange gain or loss in the second 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 second quarter of 2024 of $86 thousand at an effective tax rate of (21.2%), compared to an income tax expense during the second quarter of 2023 of $391 thousand at an effective tax rate of 33.8%. The effective tax rate for the second quarter of 2023 of 33.8% was abnormally high as a result of the non-tax deductibility of a portion of the severance of the Company’s former CEO.

Net (Loss) Income. We reported a net loss for the second quarter of 2024 of $(0.3) million, or ($0.03) per diluted share, compared to net income of $0.8 million, or $0.08 per diluted share, for the second quarter of 2023.

Results of Operations:  Six Months Ended June 30, 2024 compared to six months ended June 30, 2023

Net Sales. Net sales, which include printer, terminal and software sales, as well as sales of replacement parts, consumables and maintenance and repair services, by market for the six months ended June 30, 2024 and 2023 were as follows (in thousands, except percentages): 

   
Six Months Ended
    
Six Months Ended
        
   
June 30, 2024
    
June 30, 2023
    
$ Change
    
% Change
  
FST
  
$
7,478
      
33.5
%
  
$
7,353
      
17.4
%