Item 1. Financial Statements
Item 1.
FINANCIAL STATEMENTS
TRANSACT TECHNOLOGIES INCORPORATED
C ONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
March 31, 2023
December 31, 2022
Assets:
(In thousands, except share data)
Current assets:
Cash and cash equivalents
$
6,644
$
7,946
Accounts receivable, net
17,022
13,927
Employee retention credit receivable
–
1,500
Inventories
12,390
12,028
Other current assets
910
724
Total current assets
36,966
36,125
Fixed assets, net of accumulated depreciation of $ 17,869
and $ 17,656 , respectively
2,882
2,781
Right-of-use asset, net
2,274
2,488
Goodwill
2,621
2,621
Deferred tax assets
6,828
7,327
Intangible assets, net of accumulated amortization of $ 1,402 and $ 1,364 , respectively
204
242
Other assets
225
248
15,034
15,707
Total assets
$
52,000
$
51,832
Liabilities and Shareholders’ Equity:
Current liabilities:
Current portion of revolving loan payable
$
2,250
$
2,250
Accounts payable
4,574
7,395
Accrued liabilities
4,061
4,077
Lease liability
891
875
Deferred revenue
1,205
1,329
Total current liabilities
12,981
15,926
Deferred revenue, net of current portion
148
143
Lease liability, net of current portion
1,449
1,683
Other liabilities
226
218
1,823
2,044
Total liabilities
14,804
17,970
Commitments and contingencies (see Notes 5 and 7)
Shareholders’ equity:
Common stock, $ 0.01
par value, 20,000,000 shares authorized; 13,998,535 and 13,956,725 shares issued, respectively; 9,953,693 and 9,911,883 shares
outstanding, respectively
140
139
Additional paid-in capital
56,474
56,282
Retained earnings
12,769
9,630
Accumulated other comprehensive loss, net of tax
( 77
)
( 79
)
Treasury stock, at cost ( 4,044,842
shares)
( 32,110
)
( 32,110
)
Total shareholders’ equity
37,196
33,862
Total liabilities and shareholders’ equity
$
52,000
$
51,832
See notes to Condensed Consolidated Financial Statements.
3
Index
TRANSACT TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, as adjusted – See Note 9)
Three Months Ended
March 31,
2023
2022
(In thousands, except per-share data)
Net sales
$
22,270
$
9,702
Cost of sales
10,015
7,136
Gross profit
12,255
2,566
Operating expenses:
Engineering, design and product development
2,269
2,283
Selling and marketing
2,757
2,683
General and administrative
3,416
3,204
8,442
8,170
Operating income (loss)
3,813
( 5,604
)
Interest and other (expense) income:
Interest, net
( 66
)
( 64
)
Other, net
21
( 35
)
( 45
)
( 99
)
Income (loss) before income taxes
3,768
( 5,703
)
Income tax expense (benefit)
629
( 1,355
)
Net income (loss)
$
3,139
$
( 4,348
)
Net income (loss) per common share:
Basic
$
0.32
$
( 0.44
)
Diluted
$
0.31
$
( 0.44
)
Shares used in per-share calculations:
Basic
9,930
9,886
Diluted
10,043
9,886
See notes to Condensed Consolidated Financial Statements.
4
Index
TRANSACT TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME (LOSS)
(unaudited, as adjusted – See Note 9)
Three Months Ended
March 31,
2023
2022
(In thousands)
Net income (loss)
$
3,139
$
( 4,348
)
Foreign currency translation adjustment, net of tax
2
( 42
)
Comprehensive income (loss)
$
3,141
$
( 4,390
)
See notes to Condensed Consolidated Financial Statements.
5
Index
TRANSACT TECHNOLOGIES INCORPORATED
CONDE NSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, as adjusted – See Note 9)
Three Months Ended
March 31,
2023
2022
(In thousands)
Cash flows from operating activities:
Net income (loss)
$
3,139
$
( 4,348
)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Share-based compensation expense
278
296
Depreciation and amortization
352
228
Deferred income taxes
501
( 1,355
)
Foreign currency transaction losses
21
35
Changes in operating assets and liabilities:
Accounts receivable
( 3,044
)
680
Employee retention credit receivable
1,500
–
Inventories
( 351
)
( 916
)
Other current and long-term assets
( 175
)
( 778
)
Accounts payable
( 2,846
)
( 400
)
Accrued liabilities and other liabilities
( 132
)
( 261
)
Net cash used in operating activities
( 757
)
( 6,819
)
Cash flows from investing activities:
Capital expenditures
( 378
)
( 496
)
Net cash used in investing activities
( 378
)
( 496
)
Cash flows from financing activities:
Withholding taxes paid on stock issuances
( 86
)
( 119
)
Net cash used in financing activities
( 86
)
( 119
)
Effect of exchange rate changes on cash and cash equivalents
( 81
)
( 29
)
Decrease in cash and cash equivalents
( 1,302
)
( 7,463
)
Cash and cash equivalents, beginning of period
7,946
19,457
Cash and cash equivalents, end of period
$
6,644
$
11,994
Supplemental schedule of non-cash investing activities:
Non-cash capital expenditure items
$
25
$
174
See notes to Condensed Consolidated Financial Statements.
6
Index
TRANSACT TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’
EQUITY
(unaudited, as adjusted – See Note 9)
Three Months Ended
March 31,
2023
2022
(In thousands)
Equity beginning balance
$
33,862
$
38,984
Common stock:
Balance, beginning of period
139
139
Issuance of common stock from restricted stock units
1
–
Balance, end of period
140
139
Additional paid-in capital:
Balance, beginning of period
56,282
55,246
Share-based compensation expense
278
296
Relinquishment of stock awards to pay for withholding taxes
( 86
)
( 119
)
Balance, end of period
56,474
55,423
Retained earnings:
Balance, beginning of period
9,630
15,566
Net income (loss)
3,139
( 4,348
)
Balance, end of period
12,769
11,218
Treasury stock:
Balance, beginning and end of period
( 32,110
)
( 32,110
)
Accumulated other comprehensive (loss) income:
Balance, beginning of period
( 79
)
143
Foreign currency translation adjustment, net of tax
2
( 42
)
Balance, end of period
( 77
)
101
Equity ending balance
$
37,196
$
34,771
Supplemental Share Information:
Issuance of shares from stock awards
54
63
Relinquishment of stock awards to pay withholding taxes
12
26
See notes to Condensed Consolidated Financial Statements.
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Index
TRANSACT TECHNOLOGIES INCORPORATED
N OTES 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, 2022 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, 2022 (the “2022 Form 10-K”).
See Note 9 for a discussion of a change in accounting principle which occurred in the second quarter of 2022. TransAct changed its method of inventory
valuation from standard costing which approximates first-in first-out (“FIFO”) to the average costing methodology. All prior periods presented have been retrospectively adjusted to apply the new method of accounting.
The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023.
Impact of the COVID-19 Pandemic and Global Supply Chain Issues
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 the
balance of 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 and continued market share expansion due to certain competitors’ inability to supply product, we expect this recovery to
continue into 2023, though the future timing and pace of recovery may be impacted by global economic conditions.
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:
●
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 for the year ended December 31, 2021 and the related receivable as “Employee retention credit receivable” in the Consolidated Balance Sheet as of December 31, 2021 and
2022. We received these funds in the first quarter of 2023.
●
Credit Facility -- On March 13, 2020, we entered into a 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 5 for further details regarding this facility.
8
Index
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 taken 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.
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 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. Our current assumptions are that casinos and
restaurants will remain open and consumer traffic will continue to remain strong during the remainder of 2023. Though demand for our products at casinos has increased substantially in 2022, and we expect this trend to continue, 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 economic
downturn or slower than anticipated economic recovery. However, should conditions warrant, we believe we will be able to take additional financial and operational actions to cut costs and/or increase liquidity.
In addition, the presentation of the accompanying unaudited 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.
Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year. See Note 9 for a discussion of a change in accounting policy
which occurred in the second quarter of 2022.
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 Annual Report on Form 10-K for the year ended December 31, 2022. There have been no changes to our significant accounting policies
since our Annual Report on 10-K for the year ended December 31, 2022.
Recently Adopted Accounting Pronouncement
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit
Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This ASU and its related amendments (collectively, the “Credit Loss Standard”) modifies the impairment model to utilize an expected loss methodology in place of the
incurred loss methodology for financial instruments, including trade receivables, contract assets and off-balance sheet credit exposures. The Credit Loss Standard requires consideration of a broader range of information to estimate expected credit
losses, including historical information, current economic conditions and a reasonable forecast period. This Credit Loss Standard requires that the statement of operations reflect estimates of expected credit losses for newly recognized financial
assets as well as changes in the estimate of expected credit losses that have taken place during the period, which may result in earlier recognition of certain losses.
We adopted this standard effective January 1, 2023, and this standard did not have a material impact on the Company’s Condensed Consolidated Financial
Statements.
We are exposed to credit losses primarily through our sales of products and software to
commercial customers which are recorded as Accounts receivable, net on the Condensed Consolidated Balance Sheets. Our method for developing our allowance for credit losses involves making informed judgments regarding whether an adjustment is
necessary to our historical loss experiences to reflect our expectations around current economic conditions and reasonable and supportable forecast periods, where applicable. We utilize current economic market data as well as other internal and
external information available to us to inform our decision making in this process.
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Index
3. Revenue
We account for revenue in accordance with ASC Topic 606: Revenue from Contracts with Customers.
Disaggregation of revenue
The following table disaggregates our revenue by market type, as we believe it 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
March 31,
2023
2022
(In thousands)
United States
International
Total
United States
International
Total
Food service technology
$
3,263
$
195
$
3,458
$
1,946
$
184
$
2,130
POS automation
1,782
15
1,797
1,300
–
1,300
Casino and gaming
11,569
4,242
15,811
2,788
1,974
4,762
TransAct Services Group
983
221
1,204
1,068
442
1,510
Total net sales
$
17,597
$
4,673
$
22,270
$
7,102
$
2,600
$
9,702
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 three months ended March 31, 2023 , we recognized revenue of $ 0.9 million related to our contract liabilities at December 31, 2022 . Total net contract liabilities
consisted of the following:
March 31, 2023
December 31, 2022
(In thousands)
Unbilled receivables, current
$
322
$
392
Unbilled receivables, non-current
150
163
Customer pre-payments
( 7
)
( 101
)
Deferred revenue, current
( 1,205
)
( 1,329
)
Deferred revenue, non-current
( 148
)
( 143
)
Total net contract liabilities
$
( 888
)
$
( 1,018
)
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
March 31, 2023, the aggregate amount of transaction prices allocated to remaining performance obligations was $ 20.4 million. The Company expects to recognize revenue of $ 20.2
million of its remaining performance obligations within the next 12 months following March 31, 2023, $ 0.2 million within the next 24 months following March 31, 2023 and the balance of these remaining performance obligations recognized within the next 36 months following March 31, 2023.
10
Index
4. Inventories
The components of inventories were:
March 31, 2023
December 31, 2022
(In thousands)
Raw materials and purchased component parts
$
9,720
$
8,884
Finished goods
2,670
3,144
$
12,390
$
12,028
5. Debt
Credit Facility
On March 13, 2020, we entered into 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. 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 was $ 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.
The Siena Credit Facility imposes a financial covenant on the Company and borrowings are subject to a borrowing base based on (i) 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 and restricts, among other things, our ability to incur additional indebtedness and create other liens. The three-month period from April 1, 2020 to June 30, 2020 was the first period we were subject to the original
financial covenant, which required the Company to maintain a minimum EBITDA and continued through the 12-month period from April 1, 2020 to March 31, 2021. 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 ending July 31, 2021. From July 31, 2021 through March 31, 2023, we remained in compliance with our excess availability covenant. As of
March 31, 2023, we had $ 2.3 million
of outstanding borrowings under the Siena Credit Facility and $ 6.4 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 the Siena Credit Facility Amendment No. 2. The 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.
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Index
6. Earnings per Share
The following table sets forth the reconciliation of basic and diluted weighted average shares outstanding (as adjusted, see Note 9):
Three Months Ended
March 31,
2023
2022
(In thousands, except per-share data)
Net income (loss)
$
3,139
$
( 4,348
)
Shares:
Basic: Weighted average common shares outstanding
9,930
9,886
Add: Dilutive effect of outstanding options and restricted stock units as determined by the treasury stock
method
113
–
Diluted: Weighted average common and common equivalent shares outstanding
10,043
9,886
Net income (loss) per common share:
Basic
$
0.32
$
( 0.44
)
Diluted
$
0.31
$
( 0.44
)
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
months ended March 31, 2022, there were 943
thousand of potentially dilutive shares consisting of stock awards that were excluded from the calculation of earnings per diluted share. Furthermore, in periods when a net loss is reported, such as the three months ended March 31, 2022, basic and
diluted net loss per common share are calculated using the same method.
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. Lease expense is recognized on a straight-line basis over the lease term.
Operating lease expense for the three months ended March 31, 2023
and 2022 was $ 237 thousand and $ 237 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):
Three Months Ended
March 31,
2023
2022
Operating cash outflows from leases
$
252
$
230
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Index
The following summarizes additional information related to our leases as of March 31, 2023 and December 31, 2022:
March 31, 2023
December 31, 2022
Weighted average remaining lease term (in years)
2.5
2.7
Weighted average discount rate
4.5
%
4.5
%
The maturity of the Company’s operating lease liabilities as of March 31, 2023
and December 31, 2022 were as follows (in thousands):
March 31, 2023
December 31, 2022
2023
$
723
$
972
2024
1,024
1,022
2025
712
710
2026
22
20
Total undiscounted lease payments
2,481
2,724
Less imputed interest
141
166
Total lease liabilities
$
2,340
$
2,558
8. Income Taxes
We recorded income tax expense in the first quarter of 2023
of $ 0.6 million at an effective tax rate of 16.7 %,
compared to an income tax benefit during the first quarter of 2022 of $ 1.4 million at an effective tax rate of 23.8 %. The effective tax rate for the first
quarter of 2023 is lower than the effective tax rate for the first quarter of 2022 due to the impact from the research and development (“R&D”) credit. In periods with pre-tax income, such as the first quarter of 2023, the R&D credit has the
effect of lowering the effective tax rate. In periods with pre-tax losses, such as first quarter of 2022, the R&D credit has the effect of raising the effective tax rate.
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 2018. However, our federal tax returns for the years 2019 through 2022 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.
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Index
9. Change in Accounting Method
Effective April 1, 2022, TransAct changed its method of inventory valuation from standard costing which approximates FIFO to the average costing methodology. We believe
this methodology is preferable because it reflects a better estimate of inventory cost as we do not typically perform intensive manufacturing of our finished products, which are therefore better measured under average cost. Comparative financial
statements of prior periods have been adjusted to apply the new method retrospectively. Tax effects are calculated at the Company’s marginal tax rate, or the tax impact of incremental income changes rather than the average tax rate applied to our
total net loss before income taxes. The following financial statement line items for the periods presented were impacted by the change in accounting principle (dollars in thousands).
The effect of the changes made to the Company’s Condensed Consolidated Statements of Operations for the periods presented are as
follows:
Three months ended March 31, 2022
Under
FIFO Cost
Under
Average Cost
Effect
of Change
Cost of sales
$
6,708
$
7,136
$
428
Gross profit
2,994
2,566
( 428
)
Operating loss
( 5,176
)
( 5,604
)
( 428
)
Loss before income taxes
( 5,275
)
( 5,703
)
( 428
)
Income tax benefit
1,262
1,355
93
Net loss
( 4,013
)
( 4,348
)
( 335
)
Net loss per common share:
Basic
$
( 0.41
)
$
( 0.44
)
$
( 0.03
)
Diluted
$
( 0.41
)
$
( 0.44
)
$
( 0.03
)
Shares used in per-share calculation:
Basic
9,886
9,886
Diluted
9,886
9,886
The effect of the changes made to the Company’s Condensed Consolidated Statements of Comprehensive Income (Loss) for the periods presented are as follows:
Three months ended March 31, 2022
Under
FIFO Cost
Under
Average Cost
Effect
of Change
Net loss
$
( 4,013
)
$
( 4,348
)
$
( 335
)
Comprehensive loss
( 4,055
)
( 4,390
)
( 335
)
The effect of the changes made to the Company’s Condensed Consolidated Statements of Cash Flows for the periods presented are as follows:
Three months ended March 31, 2022
Under
FIFO Cost
Under
Average Cost
Effect
of Change
Net loss
$
( 4,013
)
$
( 4,348
)
$
( 335
)
Deferred income taxes
( 1,262
)
( 1,355
)
( 93
)
Inventories
( 1,344
)
( 916
)
428
14
Index
The effect of the changes made to the Company’s Condensed Consolidated Statements of Changes in Shareholders’ Equity for the periods presented are as follows:
Three months ended March 31, 2022
Under
FIFO Cost
Under
Average Cost
Effect
of Change
Equity beginning balance
$
38,991
$
38,984
$
( 7
)
Retained earnings -- beginning of period
15,573
15,566
( 7
)
Net loss
( 4,013
)
( 4,348
)
( 335
)
Retained earnings -- end of period
11,560
11,218
( 342
)
Equity ending balance
35,113
34,771
( 342
)
10. Subsequent Events
On April 5, 2023, the Company announced that on April 4, 2023, Bart C. Shuldman had resigned as the Company’s Chief Executive Officer and as a director of the Company,
effective immediately (the “Effective Time”). Mr. Shuldman’s resignation as director is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On April 4, 2023, the Board of Directors
appointed John M. Dillon, a Board member, to serve as interim Chief Executive Officer of the Company, effective as of the Effective Time. In this capacity, Mr. Dillon serves as the Company’s principal executive officer. Mr. Dillon will continue to
serve on the Board of Directors, but has resigned from his position as Audit Committee chair and from his membership on each of the committees of the Board of Directors. On May 8, 2023, the Board of Directors removed the “interim” designation and the
Company announced that Mr. Dillon would continue in the role of Chief Executive Officer indefinitely, subject to the terms of his employment agreement.
See Exhibit 10.1 “Separation Agreement and General Release, dated April 20, 2023 between the Company and Bart C. Shuldman” and Exhibit 10.2 “Letter Agreement dated April
24, 2023 between the Company and John M. Dillon” in Item 6. Exhibits of this Quarterly Report on Form 10-Q.
On May 1, 2023, TransAct and Siena Lending Group LLC signed a Letter Amendment to the Siena Credit Facility. Section 7.1(m) of the Siena Credit Facility requires that any
successor to Mr. Shuldman be reasonably acceptable to Siena Lending Group LLC and this Letter Amendment confirmed that Mr. Dillon is an acceptable successor to Mr. Shuldman.
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 additional subsequent events that would have required adjustment or disclosure in the Condensed Consolidated Financial Statements.
15
Index
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.