2 unchanged sentences
C ONDENSED CONSOLIDATED BALANCE SHEETS
−Removed: June 30, 2025
+Added: September 30, 2025
December 31, 2024
23 unchanged sentences
Shareholders’ Equity:
−Removed: Common stock, $ 0.01 par value,
−Removed: 20,000,000 shares authorized;
+Added: Common stock, $ 0.01 par
+Added: value, 20,000,000 shares authorized;
14,157,427 and 14,068,049 shares issued, respectively;
−Removed: 10,092,326 and 10,023,207 shares outstanding, respectively
+Added: 10,112,585 and 10,023,207 shares
+Added: outstanding, respectively
Additional paid-in capital
8 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
(In thousands, except per share data)
4 unchanged sentences
General and administrative
−Removed: Operating loss
+Added: Operating income (loss)
Interest and other income (expense):
Interest, net
−Removed: Loss before income taxes
+Added: Income (loss) before income taxes
Income tax (expense) benefit
−Removed: Net loss per common share:
+Added: Net income (loss)
+Added: Net income (loss) per common share:
Shares used in per-share calculation:
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TRANSACT TECHNOLOGIES INCORPORATED
−Removed: CONDENSED CONSOLI DATED STATEMENTS OF COMPREHENSIVE LOSS
+Added: CONDENSED CONSOLI DATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
(In thousands)
+Added: Net income (loss)
Foreign currency translation adjustment, net of tax
−Removed: Comprehensive loss
+Added: Comprehensive income (loss)
See notes to Condensed Consolidated Financial Statements.
1 unchanged sentence
CONDE NSED CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
(In thousands)
4 unchanged sentences
Deferred income taxes
−Removed: Unrealized foreign currency transaction (gains) losses
+Added: Unrealized foreign currency transaction gains
Changes in operating assets and liabilities:
7 unchanged sentences
Capital expenditures
+Added: Capitalized software development costs
Net cash used in investing activities
13 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
(In thousands)
Equity beginning balance
−Removed: Balance, beginning and end of period
+Added: Balance, beginning of period
+Added: Issuance of common stock from restricted stock units
+Added: Balance, end of period
Additional paid-in capital
5 unchanged sentences
Balance, beginning of period
+Added: Net income (loss)
Balance, end of period
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The December 31, 2024 Condensed Consolidated Balance Sheet data was derived from audited financial statements, but does not include all disclosures required by U.S.
−Removed: These interim financial statements should
−Removed: be read in conjunction with the audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”).
−Removed: The results of operations for the three and six months ended June 30, 2025
−Removed: are not necessarily indicative of the results to be expected for the full year ending December 31, 2025.
+Added: These interim financial statements
+Added: should be read in conjunction with the audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”).
+Added: results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year ending December 31, 2025.
After strong demand during most of 2023 due in part to our primary competitor’s struggle to deliver products in the face of supply chain constraints, in
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Use of assumptions and estimates
−Removed: Management’s belief that the Company will be able to fund its planned operations over the 12 months following the date on which the unaudited Condensed Consolidated
−Removed: Financial Statements were issued is based on assumptions which involve significant judgment and estimates of future revenues, inflation, tariffs and other trade restrictions, rising interest rates, capital expenditures and other operating costs.
−Removed: cannot predict the ultimate impact of the current economic environment, including inflation, and rising interest rates on our customers, which may impact sales.
−Removed: In addition, we cannot predict the ultimate impact that recent or future tariff actions by
−Removed: government and other countries may have on our costs and supply chain or provide assurance that all such cost increases can be offset by price increases.
−Removed: Tariffs may also change customer behavior, as some customers may seek to order further in
−Removed: advance than they typically do to avoid any potential cost increases, which could result in lower demand in future periods.
−Removed: We believe that we are positioned to withstand the impact of any potential future economic downturn and we would be able to
−Removed: take additional financial and operational actions to increase liquidity.
−Removed: In addition, the presentation of the accompanying unaudited Condensed Consolidated Financial Statements requires us to make estimates and judgments that affect the
−Removed: reported amounts of assets, liabilities, revenue and expenses, and the disclosure of contingent assets and liabilities.
−Removed: Our estimates include those related to revenue recognition, accounts receivable, inventory obsolescence, goodwill and intangible
−Removed: assets, the valuation of deferred tax assets and liabilities, depreciable lives of equipment, share-based compensation and contingent liabilities.
−Removed: We base our estimates on historical experience and on various other assumptions that we believe to be
−Removed: reasonable under the circumstances.
−Removed: While there was not a material impact to our Condensed Consolidated Financial Statements as of June 30, 2025 and for the quarters and six months ended June 30, 2025 and 2024 resulting from our assessments of these
−Removed: matters, future assessment of our expectations of the magnitude and duration of these macroeconomic developments, as well as other factors, could result in material impacts to our Condensed Consolidated Financial Statements in future reporting
+Added: Management’s belief that the Company will be able to fund its planned operations over the 12 months following the date on which the unaudited Condensed
+Added: Consolidated Financial Statements were issued is based on assumptions which involve significant judgment and estimates of future revenues, inflation, tariffs and other trade restrictions, interest rates, capital expenditures and other operating costs.
+Added: In addition, the presentation of the accompanying unaudited Condensed Consolidated Financial Statements requires us to make estimates and judgments that
+Added: affect the reported amounts of assets, liabilities, revenue and expenses, and the disclosure of contingent assets and liabilities.
+Added: Our estimates include those related to revenue recognition, accounts receivable, inventory obsolescence, goodwill and
+Added: intangible assets, the valuation of deferred tax assets and liabilities, depreciable lives of equipment, share-based compensation and contingent liabilities.
+Added: We base our estimates on historical experience and on various other assumptions that we
+Added: believe to be reasonable under the circumstances.
+Added: Actual results could differ from those estimates used .
Significant accounting policies
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Improvements to Income Tax Disclosures .
−Removed: This ASU requires the use of consistent categories and greater disaggregation in tax rate reconciliations and income
−Removed: taxes paid disclosures.
+Added: This ASU requires the use of consistent categories and greater disaggregation in tax rate
+Added: reconciliations and income taxes paid disclosures.
These amendments are effective for fiscal years beginning after December 15, 2024.
−Removed: These income tax disclosure requirements can be applied either prospectively or retrospectively to all periods presented in the financial
−Removed: We are currently evaluating the impact of adopting this standard;
−Removed: however, we do not expect it to have a material impact on our Consolidated Financial Statements.
+Added: These income tax disclosure requirements can be applied either prospectively or retrospectively to all
+Added: periods presented in the financial statements.
+Added: We have assessed the impact of adopting this standard and outside of enhanced disclosures, this adoption will not have a material impact on our Consolidated Financial Statements .
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):
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expect that adoption of this ASU will result in additional disclosure, but will not impact our consolidated financial position, results of operations, or cash flows.
−Removed: Other new accounting pronouncements issued, but not effective until after June 30, 2025, did not and are not expected to have a material impact on our financial
−Removed: position, results of operations or liquidity.
−Removed: We account for revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606:
−Removed: Revenue from Contracts with Customers.
+Added: In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326).
+Added: This amendment provides certain entities with an
+Added: additional practical expedient election for estimating expected credit losses on current accounts receivable and current contract assets arising from revenue transactions under Accounting Standards Codification (“ASC”) Topic 606;
+Added: Revenue from Contracts with Customers (“ASC Topic 606”).
+Added: This includes assets acquired in business combinations or through consolidation of VIEs that are not a
+Added: business if those assets arose from transactions that the acquiree or variable interest entity accounted for under ASC Topic 606.
+Added: We are currently
+Added: evaluating the impact of adopting this standard;
+Added: however, we do not expect it to have a material impact on our Consolidated Financial Statements.
+Added: Other new accounting pronouncements issued, but not effective until after September 30, 2025 ,
+Added: did not have, and are not expected to have, a material impact on our financial position, results of operations or liquidity.
+Added: We account for revenue in accordance with ASC Topic 606 .
Disaggregation of revenue
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Three Months Ended
+Added: September 30,
(In thousands)
8 unchanged sentences
Total net sales
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
(In thousands)
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software applications and is recognized as revenue as (or when) we perform under the contract.
−Removed: months ended June 30, 2025, we recognized revenue of $ 0.7 million related to our contract liabilities at December 31, 2024.
−Removed: net contract liabilities consisted of the following:
−Removed: June 30, 2025
+Added: months ended September 30, 2025, we recognized revenue of $ 1.0 million related to our contract liabilities at December 31, 2024.
+Added: Total net contract liabilities consisted of the following:
+Added: September 30, 2025
December 31, 2024
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R emaining performance obligations (“RPOs”) represent the transaction price of firm orders for which a good or service has not been delivered to our customer.
−Removed: As of June 30, 2025, the aggregat e amount of transaction prices allo cated t o RPO s was $ 6.4
−Removed: The Company expects to recognize revenue of $ 6.1 million of its RPO s within the next 12 months following June 30, 2025, $ 0.2 million within the next 24 months
−Removed: following June 30, 2025 and the balance
−Removed: of these RPO s recognized within the
−Removed: next 36 months following June 30, 2025.
+Added: As of September 30, 2025, the aggregat e amount of transaction prices allo cated t o RPO s was $ 3.7
+Added: The Company expects to recognize revenue of $ 3.4 million of its RPO s within the next 12 months following September 30, 2025, an additional $ 0.2 million within the next 24 months
+Added: following September 30, 2025 and the balance
+Added: of these RPO s within the next 36 months following September 30, 2025.
The components of inventories were:
−Removed: June 30, 2025
+Added: September 30, 2025
December 31, 2024
13 unchanged sentences
additional indebtedness and create other liens.
−Removed: We have remained in compliance with our excess availability covenant through June 30, 2025.
+Added: We have remained in compliance with our excess availability covenant through September 30, 2025.
The Company is required to either maintain outstanding borrowings under the Siena Credit Facility of at least $ 3.0 million in principal amount, or, during any period during which the Lender has control of the Company’s deposit account in accordance with the Loan Agreement, to pay
1 unchanged sentence
date of the Siena Credit Facility is March 31, 2027.
−Removed: As of June 30, 2025, we had $ 3.0 million of outstanding borrowings under the Siena Credit Facility at an interest rate of 9.25 %.
+Added: As of September 30, 2025, we had $ 3.0 million of outstanding borrowings under the Siena Credit Facility at an interest rate of 9.00 %.
We had $ 4.8 million of net borrowing capacity available
−Removed: under the Siena Credit Facility at June 30, 2025.
+Added: under the Siena Credit Facility at September 30, 2025.
Segment reporting
−Removed: We apply the provisions of FASB ASC Topic 280, “ Segment
−Removed: Reporting .” We view our operations and manage our business as one segment:
−Removed: the design, development, and marketing of
−Removed: software-driven technology and printing solutions for large and emerging markets, and provide related services, supplies and spare parts.
−Removed: Factors used to identify TransAct’s single operating segment include the similar design, construction and
−Removed: functionality of our products and services, the combined research & development team that supports the entire company, a combined assembly, production and supply chain logistics process used to construct our products and services and a similar
−Removed: class of customers within our core markets (distributors, resellers, original equipment manufacturers (“OEMs”) and end users).
−Removed: Other factors used to identify TransAct’s single operating segment include the organizational structure of the Company and the financial
−Removed: information available for evaluation by the chief operating decision-maker (“CODM”) in making decisions about how to allocate resources and assess performance.
−Removed: The Company’s chief operating decision makers, who are the Company’s Chief Executive
−Removed: Officer and the Company’s Chief Financial Officer, utilize a consolidated approach to assess the performance of and allocate resources to the business.
−Removed: We generally use measures of sales, gross margin percentage, net income, earnings before interest, taxes, depreciation and amortization (“EBITDA”)
−Removed: and adjusted EBITDA to make operational and strategic decisions.
−Removed: These financial measures are compared to budgeted and forecasted amounts by the CODMs on a regular basis to measure our progress towards our strategic plans, pursue product
−Removed: enhancements, conduct research and development initiatives and make any other necessary overall strategic changes to the business.
−Removed: We disclose these non-GAAP segment results because we believe they provide meaningful supplemental information and
−Removed: are used by the CODM in making decisions about how to allocate resources and assess performance.
+Added: We apply the provisions of ASC Topic 280, Segment Reporting .
+Added: view our operations and manage our business as one segment:
+Added: the design, development, and marketing of software-driven technology and printing solutions for large and emerging markets, and the provision of related services, supplies and spare parts.
+Added: Factors used to identify TransAct’s single operating segment include the similar design, construction and functionality of our products and services,
+Added: the combined research & development team that supports the entire company, a combined assembly, production and supply chain logistics process used to construct our products and services and a similar class of customers within our core markets
+Added: (distributors, resellers, original equipment manufacturers (“OEMs”) and end users).
+Added: Other factors used to identify TransAct’s single operating segment include the organizational structure of the Company and the financial information
+Added: available for evaluation by the chief operating decision-maker (“CODM”) in making decisions about how to allocate resources and assess performance.
+Added: The Company’s CODM ,
+Added: who are the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, utilize a consolidated approach to assess the performance of and allocate resources to the business.
+Added: We generally use measures of sales, gross margin percentage, net income, earnings before interest, taxes, depreciation and amortization (“EBITDA”) and
+Added: adjusted EBITDA to make operational and strategic decisions.
+Added: These financial measures are compared to budgeted and forecasted amounts by the CODM on a regular
+Added: basis to measure our progress towards our strategic plans, pursue product enhancements, conduct research and development initiatives and make any other necessary overall strategic changes to the business.
+Added: We disclose these non-GAAP segment
+Added: results because we believe they provide meaningful supplemental information and are used by the CODM in making decisions about how to allocate resources and assess performance.
We are currently dependent upon one manufacturer located in Thailand for the manufacturing and assembly of substantially all of our printers and
2 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: September 30,
+Added: September 30,
(In thousands)
7 unchanged sentences
Other segment expenses (1)
−Removed: Operating loss
+Added: Operating income (loss)
Interest income
1 unchanged sentence
Income tax (expense) benefit
−Removed: Other segment expenses included in segment net income primarily include other cost of goods sold, other administrative costs and engineering costs.
−Removed: A reconciliation of net loss to EBITDA and adjusted EBITDA follows:
+Added: Net income (loss)
+Added: Other segment expenses included in segment net income (loss) primarily include other cost of goods sold, other administrative costs and engineering costs.
+Added: A reconciliation of net income (loss) to EBITDA and adjusted EBITDA follows:
Three Months Ended
−Removed: Six Months Ended
+Added: September 30,
+Added: September 30,
(In thousands)
+Added: Net income (loss)
Interest income, net
6 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
(In thousands, except per share data)
+Added: Net income (loss)
Weighted average common shares outstanding
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Weighted average common and common equivalent shares outstanding
−Removed: Net loss per common share:
+Added: Net income (loss) per common share:
The computation of basic net earnings per share for each period is computed by dividing earnings by the basic weighted average number of common
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and diluted net loss per common share are calculated using the same method.
−Removed: There were 1.8 million and 1.6 million of anti-dilutive stock awards excluded from the computation of earnings per share for the quarters ended June 30, 2025 and 2024, respectively, and 1.7 million and 1.5 million of anti-dilutive stock awards
−Removed: excluded from the computation of earnings per diluted share for the six months ended June 30, 2025 and 2024, respectively.
+Added: There were 1.6 million of
+Added: anti-dilutive stock awards excluded from the computation of earnings per share for both of the quarters ended September 30, 2025 and 2024, and 1.8 million and 1.5 million of anti-dilutive stock awards excluded from the computation of earnings per diluted share for the nine months ended September 30, 2025 and 2024, respectively.
We account for leases in accordance with ASC Topic 842:
We enter into lease agreements for the use of real estate space and certain equipment under operating leases and we have no financing leases.
−Removed: Our leases are included in
−Removed: “Right-of-use-assets” and “Lease liabilities” in our Condensed Consolidated Balance Sheets.
+Added: Our leases are included
+Added: 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.
−Removed: Operating lease expense for the six months ended June 30, 2025 and
−Removed: 2024 was $ 518 thousand and
−Removed: $ 500 thousand, respectively, and is reported as “Cost of sales”, “Engineering, design and product development expense”, “Selling and
−Removed: marketing expense”, and “General and administrative expense” in the Condensed Consolidated Statements of Operations.
−Removed: Operating lease expenses include short-term lease costs, which were immaterial during the periods presented.
+Added: Operating lease expense for the nine months ended September 30, 2025
+Added: and 2024 was $ 778
+Added: thousand and $ 759 thousand, respectively, and is reported as “Cost of sales”, “Engineering, design and product development expense”,
+Added: “Selling and marketing expense”, and “General and administrative expense” in the Condensed Consolidated Statements of Operations.
+Added: Operating lease expenses include short-term lease costs, which were immaterial for the periods presented.
The following information represents supplemental disclosure for the statement of cash flows related to operating leases (in thousands):
−Removed: Six Months Ended,
+Added: Nine Months Ended,
+Added: September 30,
Operating cash outflows from leases
−Removed: The following summarizes additional information related to our leases as of June 30, 2025 and December 31, 2024:
−Removed: June 30, 2025
+Added: The following summarizes additional information related to our leases as of September 30, 2025 and December 31, 2024:
+Added: September 30, 2025
December 31, 2024
1 unchanged sentence
Weighted average discount rate
−Removed: The maturity of the Company’s operating lease liabilities as of June 30, 2025
+Added: The maturity of the Company’s operating lease liabilities as of September 30, 2025
and December 31, 2024 were as follows (in thousands):
−Removed: June 30, 2025
+Added: September 30, 2025
December 31, 2024
2 unchanged sentences
Total lease liabilities
−Removed: We recorded income tax expense in the second quarter of 2025 of $ 40 thousand at an effective tax rate of 38.8 %
−Removed: compared to an income tax benefit in the second quarter of 2024 of $ 86 thousand at an
−Removed: effective tax rate of ( 21.2 %).
−Removed: For the six months ended June 30, 2025 , we recorded income tax expense of $ 91
−Removed: thousand at an effective rate of 275.8 % compared to an income tax benefit of $ 363 thousand at an effective rate of ( 21.1 %) for the six months ended June 30, 2024 .
−Removed: The effective tax rates for the second quarter of 2025 and the six months ended June 30, 2025 were unusually high because (1) pre-tax losses
−Removed: were at near-breakeven levels of $ 103 thousand and $ 33 thousand, respectively, and (2) tax expense only included taxes associated with earnings in the United Kingdom and minimum required state taxes in the United States.
−Removed: As discussed below,
−Removed: we provided for a full valuation allowance against our U.S.
−Removed: deferred taxes in the fourth quarter of 2024 and continue to believe this allowance is required as of June 30, 2025.
+Added: We recorded income tax expense in the third quarter of 2025
+Added: of $ 25 thousand at an effective tax rate of 62.5 % compared to an income tax benefit in the third quarter
+Added: of 2024 of $ 148 thousand at an effective tax rate of ( 21.2 %).
+Added: For the nine months ended September 30, 2025 , we recorded income tax expense of $ 116 thousand (on pre-tax income of $ 7 thousand) compared to an
+Added: income tax benefit of $ 511 thousand at an effective rate of ( 21.1 %) for the nine months ended September 30, 2024 .
+Added: The effective tax rates for the third quarter of 2025 and the nine months ended September 30, 2025 were unusually high because (1) pre-tax income was at near-breakeven levels of $ 40 thousand and $ 7 thousand, respectively, and (2) tax expense
+Added: only included taxes associated with earnings in the United Kingdom and minimum required state taxes in the United States.
+Added: As discussed below, we provided for a full valuation allowance against our U.S.
+Added: deferred taxes in the fourth quarter of 2024
+Added: and continue to believe this allowance is required as of September 30, 2025.
As such, the Company has not recorded any U.S.
−Removed: federal tax benefits
−Removed: associated with losses recorded in the second quarter of 2025 and the six months ended June 30, 2025.
−Removed: As of June 30, 2025 and December 31, 2024, we had $ 8.3
−Removed: million and $ 8.1 million, respectively, of valuation allowance against our net deferred income tax assets in multiple global tax
−Removed: jurisdictions.
−Removed: Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not (greater than 50%) that a tax benefit will not be realized.
−Removed: In evaluating the need for a valuation allowance, management considers
−Removed: all potential sources of taxable income, including income available in carryback periods, future reversals of taxable temporary differences, projections of taxable income, income from tax planning strategies, as well as all available positive and
−Removed: negative evidence.
−Removed: Positive evidence includes factors such as a history of profitable operations and projections of future profitability within the carryforward period, including any potential tax planning strategies.
−Removed: Negative evidence includes
−Removed: items such as cumulative losses and projections of future losses.
−Removed: Upon changes in facts and circumstances, management may conclude that deferred tax assets for which no valuation allowance is currently recorded may not be realized, resulting in
−Removed: a charge to establish a valuation allowance.
−Removed: Existing valuation allowances are re-examined on a quarterly basis under the same standards of positive and negative evidence.
+Added: tax expense associated with pre-tax income recorded in the third quarter of 2025 and the nine months ended September 30, 2025.
+Added: As of September 30, 2025 and
+Added: December 31, 2024, we had $ 8.4 million and $ 8.1 million, respectively, of valuation allowance against our net deferred income tax assets in multiple global tax jurisdictions.
+Added: Valuation allowances are recorded to reduce deferred tax assets when it is more
+Added: likely than not (greater than 50%) that a tax benefit will not be realized.
+Added: In evaluating the need for a valuation allowance, management considers all potential sources of taxable income, including income available in carryback periods, future
+Added: reversals of taxable temporary differences, projections of taxable income, income from tax planning strategies, as well as all available positive and negative evidence.
+Added: Positive evidence includes factors such as a history of profitable
+Added: operations and projections of future profitability within the carryforward period, including any potential tax planning strategies.
+Added: Negative evidence includes items such as cumulative losses and projections of future losses.
+Added: Upon changes in
+Added: facts and circumstances, management may conclude that deferred tax assets for which no valuation allowance is currently recorded may not be realized, resulting in a charge to establish a valuation allowance.
+Added: Existing valuation allowances are
+Added: re-examined on a quarterly basis under the same standards of positive and negative evidence.
In the fourth quarter of 2024, TransAct recognized a $ 7.3
2 unchanged sentences
capitalized R&D expenses).
−Removed: The need for this valuation allowance has been assessed as of June 30, 2025 and management continues to believe that the negative evidence, as discussed above, continues to support our valuation allowance.
+Added: The need for this valuation allowance has been assessed as of September 30, 2025 and management
+Added: continues to believe that the negative evidence, as discussed above, continues to support our valuation allowance.
We are subject to U.S.
7 unchanged sentences
Subsequent events
−Removed: On July 4, 2025, the U.S.
−Removed: President signed into law the One Big Beautiful Bill Act (the “OBBBA”), which introduces significant federal tax law changes.
−Removed: the OBBBA includes numerous changes to U.S.
−Removed: corporate income tax law, including but not limited to:
−Removed: (i) a permanent 100% bonus depreciation for qualified property, (ii) immediate expensing of domestic research and experimental expenditures, (iii)
−Removed: modifications to the limitation on business interest expense deductions, (iv) increased expensing limits under Section 179 of the Internal Revenue Code (the “Code”), (v) changes to certain international tax provisions, (vi) and expanded limitations
−Removed: on the deductibility of executive compensation under Section 162(m) of the Code.
−Removed: Most provisions are effective for tax years beginning after December 31, 2024, with certain transition rules and exceptions.
−Removed: The Company is currently evaluating the impact of the OBBBA on its Consolidated Financial Statements.
−Removed: The effects of the OBBBA, including remeasurement of deferred tax
−Removed: assets and liabilities and changes to current and future tax expense, will be reflected in the period of enactment and in future periods as additional guidance is issued and the Company completes its analysis.
−Removed: Given TransAct’s current tax positions
−Removed: (including a full valuation allowance against its net deferred tax assets), we do not anticipate this law to have a material impact on our Consolidated Financial Statements.
−Removed: We are currently dependent upon a manufacturer located in Thailand for the manufacturing and assembly of substantially all of our printers and
−Removed: During 2025, the U.S.
−Removed: government has announced a variety of trade-related actions, including the imposition of tariffs on imports from several countries, including Thailand.
−Removed: In response, many countries announced their own
−Removed: retaliatory tariffs.
−Removed: Certain tariffs were paused for a period of time but have not been withdrawn, while others have been revised .
−Removed: On July 30, 2025, the U.S.
−Removed: government announced that an agreement was made with Thailand to establish a
−Removed: tariff of 19 % on goods imported from Thailand, effective August 7, 2025.
−Removed: The Company continues to monitor the rapidly evolving and uncertain tariff and global
−Removed: trade environment and the potential impact to its Consolidated Financial Statements.
−Removed: On August 6, 2025, the Company announced that it acquired a perpetual license to a copy of the source code for the BOHA!
−Removed: software that it currently licenses from Avery Dennison .
−Removed: Under the terms of the agreement, TransAct has obtained a perpetual and
−Removed: royalty free license to use , host , market, sublicense, distribute, copy, and modify the code as the Company sees fit for its business purposes.
−Removed: In addition to
−Removed: the perpetual and royalty free license, TransAct will also host the code in its own environment, which is expected to go live in early 2027.
−Removed: Total consideration for the acquisition was $ 2.55
−Removed: million, plus professional services fees of approximately $ 1.0
−Removed: million for the transition services to be provided by Avery Dennison .
−Removed: The Company has evaluated all other events or transactions that occurred up to the date the Condensed Consolidated Financial Statements were available
−Removed: to be issued.
−Removed: Based on this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the Condensed
−Removed: Consolidated Financial Statements.
+Added: On October 26, 2025, the U.S.
+Added: government and Thai
+Added: government issued a joint statement announcing a Framework for an Agreement on Reciprocal Trade, pursuant to which, among other things, the U.S.
+Added: has agreed to maintain a tariff of 19% on goods imported from Thailand, as set forth in Executive
+Added: Order 14257 issued April 2, 2025, as amended, with certain products eventually to be identified for a 0% tariff rate.
+Added: See further discussion of tariffs in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below.
+Added: On November 3, 2025, we entered into an amendment to modify the square footage and expiration date of our lease on our Hamden, Connecticut facility.
+Added: lease, which was last amended on April 30, 2021, was scheduled to expire on October 31, 2025.
+Added: This lease amendment, which was effective on November 1, 2025, modified the expiration date of the lease to December 31, 2029 and reduced the leased
+Added: square footage from 11,075 square feet to 3,630
+Added: The Company has evaluated all other events or transactions that occurred up to the date the Condensed Consolidated Financial Statements were available to be issued.
+Added: Based on this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the Condensed Consolidated Financial Statements.
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.