What changed in this filing

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Item 1. Business

2023-03-28 compared with 2022-03-24 · 145 added, 340 removed, 64 unchanged (88% of the section changed)

TransAct Technologies Incorporated (together with its consolidated subsidiaries, “TransAct,” the “Company,” “we,” “us,” or “our”) was

incorporated in June 1996 and began operating as a stand-alone business in August 1996 as a spin-off of the printer business that was formerly conducted by certain subsidiaries of Tridex Corporation.

TransAct Technologies Incorporated (together with its consolidated subsidiaries, “TransAct,” the “Company,” “we,” “us,” or “our”) was incorporated in June 1996 and began operating as a stand-alone business in August 1996 as a spin-off of the printer business that was formerly conducted by certain subsidiaries of Tridex Corporation.

We completed an initial public offering on August 22, 1996.

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®

Ithaca®, and Printrex® brand names.

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!

branded suite of cloud-based applications and companion hardware solutions.

software and hardware products

help restaurants, convenience stores and food service operators of all sizes automate 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, as well as printed logging and plotting of data.

We sell our technology to original equipment manufacturers (“OEMs”), value-added

resellers, select distributors and directly to end-users.

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, government and oil and gas exploration markets.

Through our webstore, www.transactsupplies.com, and our direct selling team, we address the

demand for these products.

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.

Our primary operating, hardware research and development, and U.S.

service center is located in Ithaca, New York.

In addition, we have a casino and gaming sales headquarters and software research and development in Las

Vegas, Nevada;

In addition, we have a casino and gaming sales headquarters and software research and development center in Las Vegas, Nevada;

a European sales and service center at our subsidiary in the United Kingdom (“UK”);

and a sales office located in Macau, China.

Our executive offices are located at One Hamden Center, 2319 Whitney Avenue, Suite 3B, Hamden, Connecticut,

06518, with a telephone number of (203) 859-6800.

Impact of the COVID-19 Pandemic

During the first two months of 2020 our business trends were in line with internal expectations;

however, the challenges posed by the

COVID-19 pandemic on the United States and global economy increased significantly as the first quarter of 2020 progressed and continued throughout the remainder of 2020 and into 2021.

Though we have begun to experience some recovery during 2021,

unfortunately, the massive economic and social disruptions across the world persist due to COVID-19, including the emergence of virus variants, and the measures implemented to mitigate its spread.

The food service, casino and gaming, and oil and gas

industries have been particularly affected by the pandemic, and we expect such disruptions to continue to negatively impact our overall business for the foreseeable future.

As a result of the COVID-19 pandemic and measures implemented to mitigate its spread, we experienced decreased demand for our products

and lower than anticipated sales beginning in the second half of March 2020 and continuing through 2021, particularly in our food service technology and casino and gaming markets.

We experienced some improvement in demand during the second half of

2020 through 2021 compared to the second quarter of 2020, as state and local governments lifted certain measures implemented earlier in 2020 to mitigate the spread of the virus, but demand remained lower than 2019.

While we expect this improvement to

continue during 2022, the exact timing and pace of recovery is unknown.

We have also experienced supply chain disruptions, including delayed product shipments from our two contract manufacturers located in Thailand and China that conduct almost all of

our printer and BOHA!

hardware manufacturing, due to reduced operations and part shortages at these facilities.

Our inventory levels decreased significantly during 2021 due to these supply chain disruptions and if these delays are sustained or

additional disruptions occur we may have insufficient inventory levels and our ability to deliver products to our customers on time or at all may be impaired.

Below is a discussion of the impact we have experienced from the COVID-19 pandemic, and that

we believe will continue to experience for the foreseeable future in each of our markets.

technology and POS automation .

In both our food service technology and POS automation markets, many restaurants and food service

establishments that were closed during much of the second quarter of 2020 started to reopen in the third quarter of 2020 as state and local governments began to ease restrictions put in place in response to the pandemic.

Many of our customers

initially opened under restrictions that limited them to providing drive-through, take-out or delivery service without dine-in options, as well as limiting the volume of customers and employees on site at any one time.

During the second half of 2020

and throughout 2021 as these food service customers reopened for business, we experienced sales improvement compared to the second quarter of 2020.

However, during the fourth quarter of 2020 and early in 2021, restaurants were again impacted by a

resurgence of the pandemic.

Notwithstanding the gradual resumption of operations that began in the third quarter of 2020, our food service technology and POS automation customers continue to recover from the financial impact of the pandemic and we

expect new capital expenditures to be a lower priority for them in the near term, which we believe will continue to negatively impact sales of BOHA!

hardware, software and label products, as well as sales of POS printers.

However, food service

providers have been and are likely to continue to be required to develop and implement new or enhanced policies and operating procedures regarding cleaning, sanitizing and social distancing to ensure the safety of their employees and customers.

Additionally, our markets have experienced labor shortages and inflation in their food and labor costs.

We believe that our BOHA!

hardware, software and label products could prove to be helpful to our food service customers in efficiently and

effectively managing and complying with these new procedures, while also helping to overcome staffing issues and inflation, especially as many establishments are and will likely continue to be operating with reduced staff levels due to the continuing

labor shortage.

Casino and gaming .

In the casino and gaming market, most casinos and other gaming establishments were closed worldwide during most of the second quarter of 2020.

casinos began to reopen in late May and early June 2020, but similar to restaurants, casino openings were slow and measured, starting with reduced capacity and limited gameplay based on social distancing guidelines.

During the fourth quarter of 2020,

some casinos re-closed due to a resurgence of the pandemic.

However, many casinos in the U.S.

reopened during the first quarter of 2021 with limited capacity and continued to remain open and further expand capacity during the remainder of 2021.

anticipate that casinos will continue to increase capacity over time, barring any new closures or reduced capacity requirements in response to any new resurgence of the pandemic, including the emergence of variants.

Though sales of our casino and

gaming products increased during 2021, and we expect this trend to continue into 2022, casinos continue to recover from the financial impact of the COVID-19 pandemic, and therefore we expect that certain casinos’ appetite for purchases of new slot

machines may be diminished, which may negatively impact sales of casino and gaming printers purchased by slot manufacturers for use in slot machines at casinos during 2022.

We exited the lottery market at the end of 2019 and IGT made a final purchase of our lottery printer during the second quarter of 2020.

COVID-19 has not had an impact on our lottery printer sales, and we do not anticipate that it will have an impact on our future lottery printer sales.

The oil and gas market was negatively impacted by the decline in worldwide oil prices attributable to the COVID-19 pandemic during 2020.

latter half 2021, oil and gas prices began to rise again, resulting in slowly improving sales to our oil and gas customers.

However, we made a strategic decision to exit the Printrex market as of December 31, 2021 and expect to have no future sales in

this market beyond 2021.

Due to closures and reduced operating capacity of restaurants, retail establishments, casinos and other gaming establishments resulting from the

COVID-19 pandemic, sales of spare parts, service and consumable products have declined, and we expect such sales to remain at reduced levels, due to lower usage while customers continue to recover from the impact of the pandemic.

Our gross margin has been negatively impacted and we expect our gross margin to continue to be negatively impacted while the COVID-19

pandemic and its economic effects on the markets we serve persists.

As a result of an expected lower sales level, as well as increased material and shipping costs resulting from worldwide supply disruptions caused by the COVID-19 pandemic, we believe

our gross margin will remain lower than pre-pandemic levels due to fixed manufacturing overhead expenses (such as facility costs, depreciation, etc.) that cannot be reduced or eliminated even with the lower sales level.

While we began to experience a modest recovery starting in the second half of 2020 and continuing into 2021 and expect this recovery to

continue during 2022, the exact timing and pace of recovery is unknown given uncertainty surrounding responsive measures to potential future resurgences of the virus, vaccination rates, the emergence of virus variants and the significant disruption

that our customers and suppliers have already experienced and may continue to experience.

In light of this uncertainty, we implemented a number of cost saving measures during 2020 to help mitigate the impact on our financial position and operations

and continued to limit discretionary spending during 2021.

In addition to the expense management actions implemented during 2020, we took the following actions to increase liquidity and

strengthen our financial position:

Public Offerings – On October 16, 2020 and August 16, 2021, the Company raised net proceeds

of $8.7 million and $11.2 million ( including the exercise of the underwriters’ overallotment options on October 16, 2020 and August 20, 2021) , respectively,

after deducting underwriting discounts, commissions and offering expenses, through underwritten public offerings and sold an aggregate of 1,380,000 and 842,375 shares of common stock, respectively.

PPP Loan – On May 1, 2020, the Company was granted a $2.2 million loan (the “PPP Loan”) under

the Paycheck Protection Program (the “PPP”) administered by the Small Business Administration (“SBA”) established under Division A, Title I of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, which enabled us to return

employees we furloughed earlier in 2020 to full time employment and to restore employees to full pay following certain pay cuts .

On July 8, 2021, we

received notice that the PPP Loan had been forgiven as of July 1, 2021.

Employee Retention Credit – Under the provisions of the CARES Act, the Company is

eligible for a refundable employee retention credit subject to certain criteria.

In connection with the CARES Act, the Company recognized the employee retention credit during the fourth quarter of 2021 and recorded $1.5 million as “Gain from

employee retention credit” in the Consolidated Statement of Operations and the related receivable as “Employee retention credit receivable”” in the Consolidated Balance Sheet as of December 31, 2021.

We expect to receive these funds during

New Credit Facility – On March 13, 2020, we entered into a new credit facility with Siena Lending Group LLC that provides a revolving credit line of up to $10.0 million,

subject to a borrowing base.

Reduced Capital Expenditures – We limited capital expenditures during 2020 and gradually increased expenses during 2021 as our sales improved.

Since the onset of the pandemic, our top priority has been to ensure the health and safety of our employees while continuing to provide

our customers with high-quality, personalized service.

On March 20, 2020, we instituted work-from-home practices for the majority of our employees to reduce the spread of COVID-19 and to comply with government mandates.

Because most of our employees

already had laptop computers with remote access into our IT systems, we experienced only minor reductions in productivity and minimal costs related to the implementation of our work-from-home practices.

In addition, even with the move to a

work-from-home environment, our internal control structure remained operational and unchanged.

As of October 4, 2021, all of our employees were fully vaccinated against COVID-19 and, as a result, we implemented a return-to-work

plan, reopening all of our facilities and ending our work-from-home practices.

Our distribution centers, deemed an essential service, remained operational throughout the pandemic.

During 2020, we implemented new COVID-19 policies, most of which were

still in place prior to ending our work-from-home practices, to specifically address health and safety guidelines for employees to adhere to and follow when at work.

These policies were based on the COVID-19 safety guidelines recommended by the

Centers for Disease Control and Prevention.

We have evaluated the recoverability of the assets on our Consolidated Balance Sheet as of December 31, 2021 in accordance with

relevant authoritative accounting literature.

We considered the disruptions caused by the COVID-19 pandemic, including lower than previously forecasted sales and customer demand and macroeconomic factors potentially impacting accounts receivable,

inventory, investments, intangible assets, goodwill and other assets and liabilities.

Where forward-looking estimates are required, we made a good-faith estimate based on information available as of the balance sheet date.

We have continued to monitor

for indicators of impairment through the date of this Report and reflected accordingly in the accompanying consolidated financial statements.

Notwithstanding the foregoing, there is no assurance that the actions we have taken in response to the pandemic are sufficient or

adequate, and we may be required to take additional preventive or responsive measures, as the ultimate extent of the effects of the COVID-19 pandemic 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.

See Part I, Item 1A, Risk Factors, of this Form 10-K for further discussion of risks related to COVID-19.

Our executive offices are located at One Hamden Center, 2319 Whitney Avenue, Suite 3B, Hamden, Connecticut, 06518, with a telephone number of (203) 859-6800.

Impact of the COVID-19 Pandemic and Global Supply Chain Disruptions

Since early 2020, the COVID-19 pandemic has continued to cause uncertainty and disruption in the global economy and financial markets.

We have also been impacted by global supply chain issues, increased shipping costs and inflationary pressures, which have increased our costs and, in some instances, slowed our ability to deliver products to our customers.

During 2021, our inventory levels decreased significantly as a result of these supply chain disruptions, and we experienced significantly lower sales levels.

However, during 2022 we were able to increase our inventory levels and minimize the impact to our customers by successfully modifying our products that were affected by supply chain disruptions, as well as sourcing component parts from alternate suppliers.

Although we were able to increase inventory levels during 2022 and expect to continue to do so in 2023, there can be no assurance that new or continuing supply chain disruptions will not affect our products or that we will be able to make timely modifications to address any future supply chain issues that arise.

Further, while we have offset most of our cost increases by increasing prices of our products, there can be no guarantee that we will be able to offset any future cost increases should they arise.

After a slowdown in the first quarter of 2022 resulting from the Omicron and other variants of COVID-19, we continued to experience demand recovery during the remainder of 2022.

Based on our strong backlog position and continued market share expansion, we expect this recovery to continue into 2023, though the exact timing and pace of recovery may be impacted by global economic conditions.

During 2020 and 2021, our gross margin was negatively impacted by significantly lower sales levels from the economic effects of the COVID-19 pandemic, as well as increased material and shipping costs resulting from worldwide supply chain disruptions continuing into 2022.

However, we saw significant improvement in the last nine months of 2022 resulting from significantly higher sales levels and price increases instituted on our products to mitigate higher material and shipping costs.

Though we expect this trend to continue into 2023, our gross margin may be negatively impacted by the economic effects of any future cost increases that cannot be predicted, supply chain disruptions, inflationary pressures and potential new COVID-19 variants on the markets we serve.

Although in 2022 we continued to gradually return to more normalized pre-COVID-19 spending levels after implementing a number of cost saving measures in 2020 through 2022, we expect to continue to closely monitor our spending levels as circumstances warrant.

Since the onset of the COVID-19 pandemic, our top priority has been to ensure the health and safety of our employees while continuing to provide our customers with high-quality, personalized service.

After instituting work-from-home practices in 2020, we transitioned in 2022 to a more flexible hybrid model to accommodate both our employees and the needs of the business.

In addition, even with the transition to a hybrid model, our internal control structure remains operational and unchanged.

Balance Sheet, Cash Flow and Liquidity

We have taken the following actions to increase liquidity and strengthen our financial position in an effort to mitigate the negative impacts from the COVID-19 pandemic, supply chain disruptions and inflationary pressures:

Public Offerings – On August 16, 2021, the Company raised net proceeds of $11.2 million (including the exercise of the underwriters’ overallotment option on August 20, 2021), after deducting underwriting discounts, commissions and offering expenses, through an underwritten public offering and sold an aggregate of 842,375 shares of common stock.

PPP Loan – On May 1, 2020, the Company was granted a $2.2 million loan (the “PPP Loan”) under the Paycheck Protection Program (the “PPP”) administered by the Small Business Administration (“SBA”) established under Division A, Title I of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, which enabled us to return employees we furloughed earlier in 2020 to full time employment and to restore employees to full pay following certain pay cuts.

On July 8, 2021, we received notice that the PPP Loan had been forgiven as of July 1, 2021.

See Note 8 for further details regarding the PPP Loan.

Employee Retention Credit – Under the provisions of the CARES Act, the Company was eligible for a refundable employee retention credit subject to certain criteria.

In connection with the CARES Act, the Company recognized the employee retention credit during the fourth quarter of 2021 as a $1.5 million “Gain from employee retention credit” in the Consolidated Statement of Operations for the year ended December 31, 2021 and recorded a $1.5 million “Employee retention credit receivable” in the Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021.

We received these funds in the first quarter of 2023.

Credit Facility – On March 13, 2020, we entered into a new credit facility with Siena Lending Group LLC that provides a revolving credit line of up to $10.0 million, subject to a borrowing base and on July 19, 2022, we entered into an amendment to extend the maturity of the facility to March 13, 2025.

See Note 8 for further details regarding this facility.

Reduced Capital Expenditures – We limited capital expenditures during 2020 and 2021 and gradually increased expenses during 2022 as our sales improved.

Notwithstanding the foregoing, there is no assurance that the actions we have taken in response to the pandemic, global supply chain disruptions and inflation are sufficient or adequate, and we may be required to take additional preventive or responsive measures, as the ultimate extent of the effects of these risks on the Company, our financial condition, results of operations, liquidity, and cash flows are uncertain and are dependent on evolving developments which cannot be predicted at this time.

See Part I, Item 1A, Risk Factors, of this Form 10-K for further discussion of risks related to COVID-19, global supply chain disruptions and inflation.

Products, Services and Distribution Methods

Printers, terminals

and other hardware:

automation, casino and gaming, and prior to exiting the market on December 31, 2021, the oil and gas printing markets.

Printers, terminals and other hardware:

TransAct designs, develops and markets a broad array of transaction-based and specialty printers and terminals utilizing thermal printing technology for applications, primarily in the food service technology, POS automation, casino and gaming, and prior to exiting the market on December 31, 2021, the oil and gas printing markets.

Our printers and terminals are configurable and offer customers the ability to choose from a variety of features and functions.

Options typically include interface configuration, mounting configuration, paper cutting devices, paper handling capacities and cabinetry color.

Our food service technology terminals also offer software configurable menu options.

Our food service

technology market also includes sales of hardware products including temperature probes, temperature sensors and gateways.

Technology (“FST”):

The primary offering in the FST market is our BOHA!

ecosystem, which combines our latest generation terminal/workstation, cloud-based software

applications and related hardware into a unique solution to automate back-of-house operations in restaurants, convenience stores and food service operations .

software component of BOHA!

consists of a suite of software-as-a-service (“SaaS”)-based applications, including applications for temperature monitoring of food and equipment, timers, food safety labeling, media libraries, checklists and task lists

and equipment service management.

Any and all of these applications can be chosen by our customer and packaged into a single platform with the associated hardware, which includes the BOHA!

terminal, handheld devices, tablets, temperature probes and

temperature sensors and gateways.

terminal combines the software and hardware components in a device that includes an operating system, touchscreen and one or two thermal print mechanisms that print easy-to-read food rotation labels,

grab-and-go labels for prepared foods, nutritional labels and “enjoy by” date labels.

Workstation is a hardware device that pairs two mechanisms with an Apple iPad utilizing an iOS operating system.

Both the BOHA!

terminal and BOHA!

workstation are equipped with the TransAct Enterprise Management System to ensure that only approved applications and functions are available on the device and allows over-the-air updates to the applications and operating system.

service establishments and restaurants (including fine dining, casual dining, fast casual and quick-serve 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.

Our food service technology terminals also offer software configurable menu options and our food service technology market includes sales of optional hardware products including temperature probes, temperature sensors and gateways.

Food Service Technology (“FST”):

Our primary offering in the food service technology market is our line of BOHA!

products, which can combine our latest generation terminal and workstation which includes one or two printers and our BOHA!

Labeling, timers, and media software.

In addition, customers may individually purchase cloud-based software applications that connect to a separate 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 handheld devices, tablets, temperature probes and temperature sensors and gateways.

Terminal combines  

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.

WorkStation uses an iPad or Android tablet instead of an integrated touchscreen.

Terminal and the BOHA!

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.

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 charged to customers upfront on a per-application basis, as well as sales of

labels, extended warranty and service contracts, and technical support services.

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.

In the food service technology market, we use an internal sales force to solicit sales directly from end users.

1 unchanged sentence

In the POS market, we sell a printer utilizing thermal printing technology.

Our POS printer is used primarily by McDonald’s, and to a lesser extent,

other quick-serve restaurants located either at the checkout counter or within self-service kiosks to print receipts for consumers or print on linerless labels.

In the POS market, we primarily sell our products through a network of domestic and

international distributors and resellers.

Our POS printer is used primarily by McDonald’s, and to a lesser extent, other quick-service restaurants located either at the checkout counter or within self-service kiosks to print receipts for consumers or print on linerless labels.

In the POS market, we primarily sell our products through a network of domestic and international distributors and resellers.

We use an internal sales force to manage sales through our distributors and resellers, as well as to solicit sales directly from end-users.

Casino and gaming:

We sell several models of printers used in slot machines and video lottery terminals (“VLTs”) and other gaming machines that print tickets or receipts instead of issuing coins (“ticket-in, ticket-out” or “TITO”) at casinos, racetracks and other gaming

venues worldwide.

These printers utilize thermal printing technology to print tickets and receipts in monochrome and offer various other features such as jam resistant bezels and a dual port interface that enables casinos to print coupons and

In addition, we sell printers using thermal roll-fed printing technology for use in international non-casino establishments, including game types such as Amusements with Prizes, Skills with Prizes, Fixed Odds Betting Terminals, sports

betting establishments and other off-premise gaming type machines around the world.

We sell our casino and gaming products primarily (1) to slot machine manufacturers, who incorporate our printers into slot machines and, in turn, sell completed slot

machines directly to casinos and other gaming establishments and (2) through distributors.

We sell our casino and gaming products primarily (1) to slot machine manufacturers, who incorporate our printers into slot machines and, in turn, sell completed slot machines directly to casinos and other gaming establishments and (2) through distributors.

We also maintain a dedicated internal sales force to solicit sales from slot machine manufacturers and casinos, and to manage sales through our distributors.

We also offer a software solution, the EPICENTRAL Print System, 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.

With EPICENTRAL, casinos can utilize the system to create multiple promotions and incentives to either increase customer time spent on the casino

floor or encourage additional visits to generate more revenue to the casinos.

Our lottery printers were designed for high-volume, high-speed printing of lottery tickets for various lottery applications.

We previously sold lottery printers to International Gaming Technology and its subsidiaries (“IGT”), our largest customer and

the world’s largest provider of lottery terminals.

During 2019, we decided to exit this business and we expect no future sales beyond 2020.

Sales of our lottery products were made directly to IGT and were managed by an internal sales representative

before we exited the business in 2019.

Printrex printers include wide format, desktop and rack-mounted and vehicle-mounted black and white thermal printers used by customers to log and plot oil field, seismic

and down hole well drilling data in the oil and gas exploration industry .

The Printrex brand of printers also includes high-speed color inkjet desktop printers used by oil

and gas field service companies to print logs at data centers of the oil and gas field service companies.

We primarily sell our Printrex products directly to oil field service and drilling companies and OEM’s, as well as through regional

distributors in the United States, Europe, Canada and Asia.

During 2021, we decided to exit this business and in the fourth quarter of 2021 fulfilled last buy orders to our legacy customers.

We expect no future sales of our Printrex products

Through TSG, we proactively market the sale of consumable products (including POS receipt paper, ribbons and other printing supplies), replacement

parts, maintenance and repair services, and shipping and handling charges.

Our maintenance services include the sale of extended warranties, multi-year maintenance contracts, a 24-hour guaranteed replacement product service called TransAct Xpress™ and

other repair services for our non-FST products.

We also offer a software solution, the EPICENTRAL Print System, 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.

With EPICENTRAL, casinos can utilize the system to create multiple promotions and incentives to either increase customer time spent on the casino floor or encourage additional visits to generate more revenue to the casinos.

Through TSG, we proactively market the sale of consumable products (including POS receipt paper, ribbons and other printing supplies), replacement parts, maintenance and repair services, and shipping and handling charges.

Our maintenance services include the sale of extended warranties, multi-year maintenance contracts, a 24-hour guaranteed replacement product service called TransAct Xpress™ and other repair services for our non-FST products.

Within the United States, we provide repair services through our service center in Ithaca, New York.

Internationally, we provide repair services through our European service center located in Doncaster,

UK, and through partners strategically located around the world.

We also provide customers with telephone sales and technical support, and a personal account representative to handle orders, shipping

and general information.

Technical and sales support personnel receive training on all our manufactured products and services.

In addition to personalized telephone and technical support, we also market and sell consumable products 24 hours a day,

seven days a week, via our webstore, www.transactsupplies.com .

Internationally, we provide repair services through our European service center located in Doncaster, UK, and through partners strategically located around the world.

We also provide customers with telephone sales and technical support, and a personal account representative to handle orders, shipping and general information.

Technical and sales support personnel receive training on all our products and services.

In addition to personalized telephone and technical support, we also market and sell consumable products 24 hours a day, seven days a week, via our webstore, www.transactsupplies.com.

Sources and Availability of Raw Materials

We design our products to optimize product performance, quality, reliability and durability.

These designs combine cost efficient

materials, sourcing and assembly methods with high standards of workmanship.

Almost all of our printers and terminals are produced by two third-party manufacturers located in Thailand and China.

A small portion of our products are assembled in our

Ithaca, New York facility largely on a configure-to-order basis using components and subassemblies that have been sourced from vendors and contract manufacturers around the world.

We procure component parts and subassemblies for use in the assembly of our hardware products in Ithaca, New York.

Critical component

parts and subassemblies include thermal print heads, printing/cutting mechanisms, power supplies, motors, injection molded plastic parts, LCD screens, circuit boards and electronic components, which are obtained from domestic and foreign suppliers at

competitive prices.

As a result of the majority of our production being performed by our contract manufacturers, the majority of our purchases consist of fully-assembled printers and terminals produced by our contract manufacturers and, to a much

lesser extent, component parts.

These designs combine cost efficient materials, sourcing and assembly methods with high standards of workmanship.

Almost all of our printers and terminals are currently produced by a third party manufacturer located in Thailand.

A small portion of our products are assembled in our Ithaca, New York facility largely on a configure-to-order basis using components and subassemblies that have been sourced from vendors and contract manufacturers around the world.

We procure component parts and subassemblies for use in the assembly of a small portion of our hardware products in Ithaca, New York.

Critical component parts and subassemblies include thermal print heads, printing/cutting mechanisms, power supplies, motors, injection molded plastic parts, LCD screens, circuit boards and electronic components, which are obtained from domestic and foreign suppliers at competitive prices, subject to availability.

As a result of the majority of our production being performed by our contract manufacturers, the majority of our purchases consist of fully assembled printers and terminals produced by our contract manufacturers and, to a much lesser extent, component parts.

We typically strive to maintain more than one source for our component parts, subassemblies and fully assembled printers and terminals to reduce the risk of parts shortages or unavailability.

However, we could

experience temporary disruption if certain suppliers ceased doing business with us, as described below.

We currently buy a majority of our thermal print mechanisms, an important component of our thermal printers, and fully assembled

printers for several of our printer and food service technology terminal models, from one foreign contract manufacturer in Thailand and to a lesser extent, one other foreign contract manufacturer in China.

Although we believe that other contract

manufacturers could provide similar thermal print mechanisms or fully assembled printers and terminals, on comparable terms, a change in contract manufacturers could cause a delay in manufacturing and possible loss of sales, which may have a material

adverse effect on our operating results.

Although we do not have supply agreements with our foreign contract manufacturers, our relationship with both remain strong and we have no reason to believe that either will discontinue their supply of thermal

print mechanisms or fully assembled printers to us during 2022 or that their terms to us will be substantially less favorable than they have been historically.

Due to the impact from Chinese tariffs starting in 2019, during 2020 and 2021, we

increasingly transferred production from our contract manufacturer in China to our contract manufacturer in Thailand.

We plan to continue transferring production to our Thailand-based contract manufacturer during 2022.

However, we have experienced and could continue to experience some disruption due to certain suppliers being unable to source specific components and we could experience temporary disruption in the availability of components.

In addition, we could experience temporary disruption if certain suppliers ceased doing business with us, as described below.

We currently buy a majority of our thermal print mechanisms, an important component of our thermal printers, and fully assembled printers for substantially all of our printer and food service technology terminal models, from a foreign contract manufacturer in Thailand.

We believe that other contract manufacturers could provide similar thermal print mechanisms or fully assembled printers and terminals, on comparable terms.

We do not have supply agreements with foreign contract manufacturers, and we believe that our supply of thermal print mechanisms and fully assembled printers will be adequate in 2023 and the foreseeable future.

Patents and Proprietary Information

TransAct relies on a combination of trade secrets, patents, employee and third-party nondisclosure agreements, copyright laws and

contractual rights to establish and protect its proprietary rights in its products.

As of February 28, 2022, we hold 37 United States and 33 foreign patents and have 3 foreign patent applications pending pertaining to our products.

The remaining

duration of these patents ranges from 1 to 18 years.

TransAct relies on a combination of trade secrets, patents, employee and third party nondisclosure agreements, copyright laws and contractual rights to establish and protect its proprietary rights in its products.

As of January 31, 2023, we hold 34 United States and 34 foreign patents and have two foreign patent applications pending pertaining to our products.

The remaining duration of these patents ranges from one to 17 years.

The expiration of any individual patent would not have a significant negative impact on our business.

We regard certain manufacturing processes and designs to be proprietary and attempt to protect

them through employee and third-party nondisclosure agreements and similar means.

It may be possible for unauthorized third-parties to copy certain portions of our products or to reverse engineer or otherwise obtain and use, to our detriment,

information that we regard as proprietary.

We regard certain manufacturing processes and designs to be proprietary and attempt to protect them through employee and third party nondisclosure agreements and similar means.

It may be possible for unauthorized third parties to copy certain portions of our products or to reverse engineer or otherwise obtain and use, to our detriment, information that we regard as proprietary.

Moreover, the laws of some foreign countries do not afford the same protection to our proprietary rights as do the laws of the United States.

There can be no assurance that legal protections we rely upon to

protect our proprietary position will be adequate or that our competitors will not independently develop technologies that are substantially equivalent or superior to our technologies.

Trademarks, Service Marks and Copyrights

We own or have rights to trademarks, service marks, trade names and copyrights that we use in connection with the operation of our

business, including our corporate names, logos and website names.

There can be no assurance that legal protections we rely upon to protect our proprietary position will be adequate or that our competitors will not independently develop technologies that are substantially equivalent or superior to our technologies.

Trademarks, Service Marks Trade Names and Copyrights

We own or have rights to trademarks, service marks, trade names and copyrights that we use in connection with the operation of our business, including our corporate names, logos and website names.

Other trademarks, service marks and trade names appearing in this Form 10-K are the property of their respective owners.

The trademarks we own include TransAct®, BOHA!

AccuDate™, Epic, EPICENTRAL®, Ithaca® and Printrex®.

extent under applicable law, our rights to our trademarks, service marks, trade names and copyrights.

Restaurants typically reduce purchases of equipment in the fourth quarter due to the increased volume of transactions during the

holiday period, which may negatively impact sales of our food service technology products or POS printers.

TM , AccuDate™, EPICENTRAL®, Ithaca® and Printrex®.

Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Form 10-K 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.

Restaurants typically reduce purchases of equipment in the fourth quarter due to the increased volume of transactions during the holiday period, which may negatively impact sales of our food service technology products or POS printers.

Working Capital

Inventory, accounts receivable, and accounts payable levels, payment terms, and where applicable, return policies are in accordance

with the general practices of the industry and standard business procedures.

Inventory, accounts receivable, and accounts payable levels, payment terms, and where applicable, return policies are in accordance with the general practices of the industry and standard business procedures.

See also Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K.

Certain Significant Customers

IGT is our most significant customer, although to a lesser extent than in previous years, and has been since 1995.

We sell casino and

gaming printers and, prior to 2021, on-line lottery printers to IGT.

On May 29, 2015, we signed an agreement with IGT to sell on-line lottery and casino printers to IGT on a non-exclusive basis through December 31, 2019.

We decided not to renew the

agreement upon its expiration and to exit the on-line lottery market.

Although we no longer have an agreement with IGT, we expect to continue selling casino and gaming printers to IGT, as well as spare parts for our remaining, but declining, installed

base of lottery printers, in the future.

We sell casino and gaming printers and, prior to 2021, online lottery printers to IGT.

On May 29, 2015, we signed an agreement with IGT to sell online lottery and casino printers to IGT on a non-exclusive basis through December 31, 2019.

We decided not to renew the agreement upon its expiration and to exit the online lottery market.

Although we no longer have an agreement with IGT, we expect to continue selling casino and gaming printers to IGT, as well as spare parts for our remaining, but declining, installed base of lottery printers, in the future.

Sales to IGT represented 10% and 9% of our total net sales for the years ended December 31, 2022 and 2021, respectively.

Our backlog of firm orders was approximately $27.5 million as of February 28, 2023, compared to $14.2 million as of February 28, 2022.

The increase in firm orders as of February 28, 2022 compared to February 28, 2021 is due primarily to advance orders placed by our casino and gaming customers due to increased production lead time, resulting from worldwide supply chain shortages caused

by the pandemic.

The increase in firm orders as of February 28, 2023 compared to February 28, 2022 is due primarily to advance orders placed by our casino and gaming customers due to increased production lead time, resulting from worldwide supply chain shortages caused by the pandemic.

Based on customers’ current delivery requirements, we expect to fill and recognize as revenue $26.9 million of our current backlog during 2023, $0.5 million during 2024 and the remaining balance of the amount during 2025.

The market for transaction-based and specialty printers and food service technology terminals is extremely competitive, and we expect

such competition to continue in the future.

The market for transaction-based and specialty printers and food service technology terminals is extremely competitive, and we expect such competition to continue in the future.

However, we experience less competition for EPICENTRAL software due to the highly customized nature of the product.

We compete with a number of companies, many of which have greater financial, technical and

marketing resources than TransAct.

support, success in developing new products, manufacturing expertise and capacity, supply of component parts and materials, strategic relationships with suppliers, the timing of new product introductions by us and our competitors, general market,

economic and political conditions and, in some cases, the uniqueness of our products.

In the food service technology market, we primarily

compete with Zenput, Squadle Inc., Jolt Software, Avery Dennison Corporation, Ecolab Inc., ITD Food Safety, CMC Daymark, Integrated Control Corp, Digi International, and Toast.

We compete in this market based largely on our ability to provide highly

specialized software and purpose-built hardware products and ongoing technical support.

We compete with a number of companies, many of which have greater financial, technical and marketing resources than TransAct.

We believe our ability to compete successfully depends on a number of factors both within and outside our control, including durability, reliability, quality, design capability, product customization, price, customer support, success in developing new products, manufacturing expertise and capacity, supply of component parts and materials, strategic relationships with suppliers, the timing of new product introductions by us and our competitors, general market, economic and political conditions and, in some cases, the uniqueness of our products.

In the food service technology market, we primarily compete with Zenput, Squadle Inc., Jolt Software, Avery Dennison Corporation, Ecolab Inc., ITD Food Safety, CMC Daymark, Integrated Control Corp, Digi International, and Toast.

We compete in this market based largely on our ability to provide highly specialized purpose-built hardware products, different software applications that can be chosen by a customer and ongoing technical support.

We rely upon third party developed software and hosting services combined with our own proprietary hardware and software to offer a unique BOHA!

solution to support back-of-house operations in the food service industry.

Our competitors or others may develop, or may establish relationships with developers with the capability to develop, software and services that are similar to or competitive

with ours, which may be disadvantageous to our competitive position.

Certain portions of our food service technology software are licensed from a third-party developer on a non-exclusive basis through 2031 and are subject to a revenue sharing

arrangement with the developer.

branded solution to support back-of-house operations in the food service industry.

Our competitors or others may develop, or may establish relationships with developers with the capability to develop, software and services that are similar to or competitive with ours, which may be disadvantageous to our competitive position.

Certain portions of our food service technology software are licensed from a third party developer on a non-exclusive basis through 2031 and are subject to a revenue sharing arrangement with the developer.

We are reliant upon the third party developer to further develop and maintain its developed software, and the developer controls the software source code.

The license agreement does not preclude the developer from

working with others on similar products.

The license agreement does not preclude the developer from working with others on similar products.

Also, the third party developer hosts the web-based applications.

Therefore, presently, we are highly dependent upon this third-party developer for continued service to our customers and the further development

of our food service technology software products.

Therefore, presently, we are highly dependent upon this third party developer for continued service to our customers and the further development of our food service technology software products.

In the POS automation market, we primarily compete with Epson America, Inc., which holds a dominant market position.

We also compete,

to a much lesser extent, with Star Micronics America, Inc.

We also compete, to a much lesser extent, with Star Micronics America, Inc.

and Citizen -- CBM America Corporation.

Certain competitors of ours have greater financial resources and lower costs attributable to higher volume production which enables them to occasionally

offer lower prices than us.

However, we will continue to deemphasize efforts in the POS automation market going forward as we have shifted our focus toward our higher-value, technology-enabled food service technology and casino and gaming products.

In the casino and gaming market (consisting principally of slot machine printing, VLT transaction printing and promotional coupon

printing), we compete with several companies including JCM Global, Nanoptix, Inc., Custom Engineering SPA, Eurocoin and others.

Certain of our products sold for casino and gaming applications compete based upon our ability to provide highly

specialized products, custom engineering and ongoing technical support.

In the lottery market (consisting principally of on-line lottery transaction printing), we competed with other lottery printer

providers such as Custom Engineering SPA, Star Micronics and Wincor Nixdorf.

However, we exited the lottery market in 2019 and shifted our focus toward our higher-value, technology enabled food service technology and casino and gaming products.

Certain competitors of ours have greater financial resources and lower costs attributable to higher volume production which enables them to occasionally offer lower prices than us.

In the casino and gaming market (consisting principally of slot machine printing, VLT transaction printing and promotional coupon printing), we compete with several companies including JCM Global, Nanoptix, Inc., Custom Engineering SPA, Eurocoin and others.

Certain of our products sold for casino and gaming applications compete based upon our ability to provide highly specialized products, custom engineering and ongoing technical support.

In 2022, we increased our overall market share due largely to our largest competitor’s inability to supply product due to supply chain issues.

In the oil and gas market, our Printrex products competed primarily with the products of Imaging Systems Group, Inc.

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However, we exited the oil and gas market at the end of 2021 in order to shift our focus toward our higher-value, technology enabled food service technology and gaming products.

The market in which TSG competes is highly fragmented, and we compete with numerous competitors of various sizes, including POS and

internet resellers and paper converters depending on the geographic area.

Our strategy for competing in our markets is to continually develop and/or license new products (hardware and software), such as

launching BOHA!

in 2019, and product line extensions that are technologically advanced and provide differentiated features and functions, to increase our market penetration, to take advantage of strategic relationships, and to lower the cost of our

products by sourcing certain products overseas.

The market in which TSG competes is highly fragmented, and we compete with numerous competitors of various sizes, including POS and internet resellers and paper converters depending on the geographic area.

Our strategy for competing in our markets is to continually develop and/or license new products (hardware and software), such as launching BOHA!

Although we believe that our products, operations and relationships provide a competitive foundation, there can be no assurance that we will compete successfully in the future.

In addition, our products

utilize certain thermal printing technologies and licensed software.

In addition, our printer products utilize certain thermal printing technologies and licensed software.

If new technologies are introduced, or existing technologies evolve, we may be required to incorporate these technologies into our products.

Alternatively, if such technologies were

to become available to our competitors, our products could become obsolete, which could have a significant negative impact on our business.

Alternatively, if such technologies were to become available to our competitors, our printer products could become obsolete, which could have a significant negative impact on our business.

Environmental Compliance

Our compliance with federal, state and local laws and regulations relating to environmental protection and discharge of hazardous

materials has not had a material impact on our capital expenditures, earnings or competitive position, and we do not anticipate any material impact from such compliance in the future.

Our compliance with federal, state and local laws and regulations relating to environmental protection and discharge of hazardous materials has not had a material impact on our capital expenditures, earnings or competitive position, and we do not anticipate any material impact from such compliance in the future.

Available Information

We make available free of charge through the “Investor Relations” tab on our Internet website, www.transact-tech.com, our Annual Report

on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and all amendments to those reports and statements as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC

pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file

electronically with the SEC at http://www.sec.gov.

We make available free of charge through the “Investor Relations” tab on our Internet website, www.transact-tech.com, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and all amendments to those reports and statements as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

The content on any website referred to in this Form 10-K is not incorporated by reference in this Form 10-K unless expressly noted.

As of December 31, 2022, TransAct and our subsidiaries employed 128 persons, all of whom were full-time employees.

employees are unionized, and we consider our relationships with our employees to be good.

None of our employees are unionized, and we consider our relationships with our employees to be good.

Information about our Executive Officers

The following is a list of the names and ages of all executive officers of the registrant, indicating all positions and offices with

the registrant held by each such person and each person’s principal occupations and employment during at least the past five years.

Chairman of the Board and Chief Executive Officer

The following is a list of the names and ages of all executive officers of the registrant, indicating all positions and offices with the registrant held by each such person and each person’s principal occupations and employment during at least the past five years.

Chief Executive Officer

President, Chief Financial Officer, Treasurer and Secretary

Senior Vice President, Casino, Gaming and Lottery Sales

Senior Vice President, Operations

Vice President and Chief Accounting Officer

Chief Revenue Officer

Brent Richtsmeier

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Shuldman has been Chief Executive Officer and a Director of the Company since its formation in June 1996.

In February 2001,

Shuldman was elected Chairman of the Board.

Shuldman served as President of the Company from its formation until June 2010, when he relinquished the President title to focus on new products and markets, international expansion and potential

acquisitions.

Shuldman served as President of the Company from its formation until June 2010, when he relinquished the President title to focus on new products and markets, international expansion and potential acquisitions.

Shuldman also served as Chairman of the Board from February 2001 through March 2022.

DeMartino was named as TransAct’s President, Chief Financial Officer, Treasurer and Secretary on June 1, 2010.

Controller from January 1998 to October 2001, and Corporate Controller from August 1996 to December 1997.

Previously, Mr.

DeMartino served as Executive Vice President, Chief Financial Officer, Treasurer and Secretary from June 2004 to May 2010, Senior Vice President, Finance and Information Technology from October 2001 to May 2004, Vice President and Corporate Controller from January 1998 to October 2001, and Corporate Controller from August 1996 to December 1997.

DeMartino is a certified public accountant.

Chernay was appointed Senior Vice President, Casino and Gaming Sales and Marketing in June 2010, with responsibility for the

sales and marketing of all casino and gaming products.

Winslow was appointed Chief Revenue Officer of the Company in March 2023 with responsibility for worldwide sales in all of the Company’s markets.

Prior to this appointment, Ms.

Winslow served as Senior Vice President, Casino and Gaming Sales from June 2010 to February 2023, with responsibility for the sales and marketing of all casino and gaming products.

Previously, Ms.

Chernay served as Senior Vice President, Sales and Marketing from June 2007 to May 2010, Senior Vice President, Marketing and Sales, POS and Banking with the Company from July 2006

to June 2007, and joined TransAct in May of 2005 as Senior Vice President, Marketing.

Winslow served as Senior Vice President, Sales and Marketing from June 2007 to May 2010, Senior Vice President, Marketing and Sales, POS and Banking with the Company from July 2006 to June 2007, and joined TransAct in May of 2005 as Senior Vice President, Marketing.

Prior to joining TransAct, Ms.

Chernay was employed with Xerox Corporation where she held the role of Manager, Worldwide Marketing since 2003, and Manager, Sales

Operations from 2000 to 2002.

Winslow was employed with Xerox Corporation where she held the role of Manager, Worldwide Marketing since 2003, and Manager, Sales Operations from 2000 to 2002.

She joined Xerox Corporation in 1983.

Hoffman was appointed Senior Vice President, Operations for TransAct in November 2004.

He served as Vice President,

Operations from September 1994 to November 2004.

Peters was appointed Vice President and Chief Accounting Officer on March 1, 2018.

Previously, Mr.

Peters served as Director,

SEC and Financial Reporting since joining TransAct in March 2014.

Prior to joining TransAct, Mr.

Peters was employed with United Technologies Corporation from November 2006 to March 2014 where he served in various financial management positions.

Peters is a certified public accountant.

Brent Richtsmeier was named as Chief Technology Officer in

September 2021.

Brent Richtsmeier was named as Chief Technology Officer in September 2021.

Previously, Mr.

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Richtsmeier was employed with Samsung, an electronics corporation, from May 2004 until November 2017 as the VP of Development where he was responsible for software strategy, software development at scale and business development.

In November 2017,

Samsung Electronics sold their business products division to HP Inc, and Mr.

In November 2017, Samsung Electronics sold their business products division to HP Inc, and Mr.

Richtsmeier transferred to HP Inc to become the Global Head of Cloud and Mobile Software Solutions until joining TransAct in 2019.

There are no family relationships between any of our executive officers and there is no arrangement or understanding between any of

such officers and any other person pursuant to which he or she was selected as an officer.

Each of our executive officers was elected by the Board of Directors to hold office until his or her successor is elected and qualified or until his or her

earlier resignation or removal.

There are no family relationships between any of our executive officers and there is no arrangement or understanding between any of such officers and any other person pursuant to which he or she was selected as an officer.

Each of our executive officers was elected by the Board of Directors to hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business