Forward Looking Statements
Certain statements included in this report, including without limitation statements in this Management's Discussion and Analysis of Financial Condition and Results of Operations, which are not historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements generally can be identified by the use of forward-looking terminology, such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "project" or "continue" or the negative thereof or other similar words. Forward-looking statements involve risks and uncertainties, including, but not limited to those listed in Item 1A of our most recently filed Form 10-K. Actual results may differ materially from those discussed in, or implied by, the forward-looking statements. The forward-looking statements speak only as of the date of this report and we assume no duty to update them.

Overview
TransAct Technologies Incorporated designs, develops, assembles, markets and services world-class transaction printers under the Epic and Ithaca® brand names. Known and respected worldwide for innovative designs and real-world service reliability, our thermal, inkjet and impact printers generate top-quality transaction records such as receipts, tickets, coupons, register journals and other documents. We focus on the following core markets: banking and point-of-sale, casino and gaming, and lottery. We sell our products to original equipment manufacturers, value-added resellers, selected distributors, as well as directly to end-users. Our product distribution spans across the Americas, Europe, the Middle East, Africa, Asia, Australia, the Caribbean Islands and the South Pacific. In addition, we have a strong focus on the after-market side of the business, with a growing commitment to printer service, supplies and spare parts. We operate in one reportable segment, the design, development, assembly and marketing of transaction printers and printer-related service, supplies and spare parts.

Critical Accounting Judgments and Estimates Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared by us in accordance with accounting principles generally accepted in the United States of America. The presentation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and disclosure of contingent assets and liabilities. Our estimates include those related to revenue recognition, inventory obsolescence, the valuation of deferred tax assets and liabilities, depreciable lives of equipment, warranty obligations, and contingent liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.

For a complete description of our accounting policies, see Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations, "Critical Accounting Policies and Estimates," included in our Form 10-K for the year ended December 31, 2008. We have reviewed those policies and determined that they remain our critical accounting policies for the three months ended March 31, 2009.

Results of Operations: Three months ended March 31, 2009 compared with three months ended March 31, 2008

Net Sales. Net sales, which include printer sales and sales of spare parts, consumables and repair services, by market for the three months ended March 31, 2009 and 2008 were as follows:

                               Three months ended            Three months ended                 Change
(In thousands)                   March 31, 2009                March 31, 2008               $              %
Banking and point-of-sale   $     2,441          20.0 %   $     2,733          19.1 %   $    (292 )       (10.7 %)
Casino and gaming                 4,857          39.8 %         4,837          33.9 %          20           0.4 %
Lottery                           1,106           9.1 %         3,610          25.3 %      (2,504 )       (69.4 %)
TransAct Services Group           3,798          31.1 %         3,105          21.7 %         693          22.3 %
                            $    12,202         100.0 %   $    14,285         100.0 %   $  (2,083 )       (14.6 %)

International *             $     3,670          30.1 %   $     2,182          15.3 %   $   1,488          68.2 %

* International sales do not include sales of printers made to domestic distributors or other domestic customers who may in turn ship those printers to international destinations.

Net sales for the first quarter of 2009 decreased $2,083,000, or 15%, from the same period last year due primarily to lower printer sales into our lottery (a decrease of $2,504,000, or 69%) and banking and point-of-sale markets (a decrease of $292,000, or 11%) partially offset by a $693,000, or 22% increase from our TransAct Services Group ("TSG"). Sales from our casino and gaming market remained consistent. Printer sales volume decreased by 28% while the average selling price of our printers increased by approximately 5% from the first quarter of 2008 to the first quarter of 2009. Overall, international sales increased $1,488,000, or 68%, largely due to higher international shipments of our casino and gaming printers.

Banking and point-of-sale:
Revenue from the banking and point-of-sale ("POS") market includes sales of printers used by banks, credit unions, and other financial institutions to print and/or validate receipts and checks at bank teller stations. Revenue from this market also includes sales of inkjet, thermal and impact printers used primarily by retailers in the restaurant (including fine dining, casual dining and fast food), hospitality, and specialty retail industries to print receipts for consumers, validate checks, or print on other inserted media. Sales of our banking and POS printers worldwide decreased $292,000, or 11%.

                        Three months ended          Three months ended              Change
     (In thousands)       March 31, 2009              March 31, 2008            $            %
     Domestic         $    1,958         80.2 %   $    2,512         91.9 %   $ (554 )     (22.1 %)
     International           483         19.8 %          221          8.1 %      262       118.6 %
                      $    2,441        100.0 %   $    2,733        100.0 %   $ (292 )     (10.7 %)

Domestic banking and POS revenue decreased to $1,958,000, representing a $554,000, or 22%, decrease from the first quarter of 2008 primarily driven by lower sales of our POS printers. Sales of our POS printers declined by approximately 22% largely due to the general economic slowdown that we believe is currently impacting, and will continue to adversely impact for the remainder of 2009 the capital spending of our retail and hospitality customers. Contributing to the decline in sales of our POS printers, sales of our legacy line of POS impact printers decreased by approximately 57%. We expect sales of our legacy impact printers for the remainder of 2009 to continue to be lower than those reported for the comparable 2008 period, as these printers continue to be replaced by our newer thermal and inkjet printers. Despite these declines, sales of our two new printer products for McDonalds, the Ithaca 8000 and Ithaca 8040®, more than tripled in the first quarter of 2009 as compared to the first quarter of 2008. We expect sales of these printer products to continue to increase in the second and third quarters of 2009, compared to the first quarter of 2009, as McDonalds increases the pace of its rollout of printers used in its new combined beverage initiative. Banking printer sales remained consistent in the first quarter of 2009 compared to the first quarter of 2008. However, we expect banking printer sales to increase in the second and third quarters of 2009, compared to the first quarter of 2009, as we begin to ship in greater volume a $4.9 million order we received from a large banking customer in February 2009.

International banking and POS printer shipments increased $262,000, or 119%, to $483,000, due primarily to higher POS printer sales to our international distributors in Latin America.

Casino and gaming:
Revenue from the casino and gaming market includes sales of printers used in slot machines, video lottery terminals ("VLTs"), and other gaming machines that print tickets instead of issuing coins ("ticket-in, ticket-out" or "TITO") at casinos and racetracks ("racinos") and other gaming venues worldwide. Revenue from this market also includes sales of printers used in the international off-premise gaming market in gaming machines at non-casino gaming establishments such as Amusement with Prizes ("AWP"), Skills with Prizes ("SWP"), and Fixed Odds Betting Terminals ("FOBT"). Sales of our casino and gaming products increased $20,000, or less than 1%, from the first quarter of 2008.

                       Three months ended          Three months ended               Change
    (In thousands)       March 31, 2009              March 31, 2008             $             %
    Domestic         $    1,940         39.9 %   $    3,039         62.8 %   $ (1,099 )     (36.2 %)
    International         2,917         60.1 %        1,798         37.2 %      1,119        62.2 %
                     $    4,857        100.0 %   $    4,837        100.0 %   $     20         0.4 %

Domestic sales of our casino and gaming printers decreased $1,099,000, or 36%, due largely to a decrease in sales of our thermal casino printers, which have been impacted by the downturn in the domestic casino market. We expect the domestic casino and gaming market to continue to be weak for the remainder of 2009 as we believe the current uncertain economic environment is negatively impacting the casino industry's level of capital expenditures. In light of these negative market conditions, our future sales to the domestic casino and gaming market could be unpredictable and adversely affected.

International casino and gaming printer sales increased $1,119,000, or 62%, to $2,917,000 in the first quarter of 2009. This increase was due primarily to the 826% increase in our thermal casino printer sales in Australia and Asia as well as the more than doubling of our off-premise gaming printer sales largely due to new customers in Australia. The excessive change in our thermal casino printer sales in Australia and Asia was due to an unusually low first quarter sales to these particular customers in 2008.

Lottery:
Revenue from the lottery market includes sales of lottery printers to
Lottomatica's GTECH Corporation ("GTECH"), the world's largest provider of
lottery terminals, for various lottery applications. Sales of our lottery
products decreased $2,504,000, or 69%, from the first quarter of 2008, due to
lower domestic sales of lottery printers to GTECH.

                       Three months ended          Three months ended               Change
    (In thousands)       March 31, 2009              March 31, 2008             $             %
    Domestic         $    1,002         90.6 %   $    3,506         97.1 %   $ (2,504 )     (71.4 %)
    International           104          9.4 %          104          2.9 %          -         0.0 %
                     $    1,106        100.0 %   $    3,610        100.0 %   $ (2,504 )     (69.4 %)

Domestic printer sales to GTECH, which include thermal on-line and other lottery printers, decreased $2,504,000, or 71%, due to the timing of orders. International printer sales remained consistent in the first quarter of 2009 compared to the first quarter of 2008. Our quarterly sales to GTECH are directly dependent on the timing and number of new and upgraded lottery terminal installations GTECH performs, and as a result, may fluctuate significantly quarter-to-quarter. Our sales to GTECH are not indicative of GTECH's overall business or revenue. We expect as we ship a $3.6 million order we received from GTECH in April 2009, as well as other orders in our backlog combined with anticipated new future orders, sales to GTECH will increase for the rest of 2009.

TransAct Services Group:
Revenue from TSG includes sales of consumable products (inkjet cartridges,
ribbons and receipt paper), replacement parts, maintenance and repair services,
refurbished printers, accessories, and shipping and handling charges. Sales from
TSG increased $693,000, or 22%.

                         Three months ended          Three months ended             Change
      (In thousands)       March 31, 2009              March 31, 2008            $           %
      Domestic         $    3,632         95.6 %   $    3,046         98.1 %   $ 586        19.2 %
      International           166          4.4 %           59          1.9 %     107       181.4 %
                       $    3,798        100.0 %   $    3,105        100.0 %   $ 693        22.3 %

Domestic revenue from TSG increased $586,000, or 19%, largely due to an increase of approximately 44% in sales of consumable products compared to the same period in 2008, including higher sales of inkjet cartridges, as well as growing sales of paper and other consumable products through our new e-commerce website, TransActSupplies.com.

Internationally, TSG revenue increased $107,000, or 181%, to $166,000, due to increased sales of consumables and replacement parts.

Gross Profit. Gross profit information is summarized below (in thousands, except percentages):

                                         March 31,             Percent             Percent of                Percent of
                                    2009          2008          Change         Total Sales - 2009        Total Sales - 2008
Three months ended                $   4,126     $   4,779          (13.7 %)                    33.8 %                    33.5 %

Gross profit is measured as revenue less cost of goods sold. Cost of goods sold includes primarily the cost of all raw materials and component parts, direct labor and the associated manufacturing overhead expenses, and the cost of finished products purchased directly from contract manufacturers. Gross profit decreased $653,000, or 14%, to $4,126,000 from $4,779,000 primarily due to a 15% decrease in sales from the first quarter 2009 compared to the first quarter 2008. Despite a 15% decline in sales, gross margin increased to 33.8% from 33.5%, due primarily to lower component part and labor costs resulting from our continued focus to increasingly move production of our products to a lower cost contract manufacturer in Asia. Gross profit for the first quarter of 2009 was also favorably impacted by approximately $300,000 of increased absorption of certain manufacturing overhead expenses due to the transition of more of our production to Asia compared to the first quarter of 2008.

Engineering and Product Development. Engineering and product development information is summarized below (in thousands, except percentages):

March 31, Percent Percent of Percent of 2009 2008 Change Total Sales - 2009 Total Sales - 2008 Three months ended $ 694 $ 715 (2.9 %) 5.7 % 5.0 %

Engineering, design and product development expenses primarily include salary and payroll related expenses for our engineering staff, depreciation and design expenses (including prototype printer expenses, outside design and testing services, and supplies). Such expenses for the first quarter of 2009 decreased $21,000, or 3%, due primarily to lower outside testing and pre-production expenses related to new product development. Engineering and product development expenses increased as a percentage of net sales due primarily to a lower volume of sales in the first quarter of 2009 compared to the first quarter of 2008.

Selling and Marketing. Selling and marketing information is summarized below (in thousands, except percentages):

March 31, Percent Percent of Percent of 2009 2008 Change Total Sales - 2009 Total Sales - 2008 Three months ended $ 1,398 $ 1,451 (3.7 %) 11.4 % 10.2 %

Selling and marketing expenses primarily include salaries and payroll related expenses for our sales and marketing staff, sales commissions, travel expenses, expenses associated with the lease of sales offices, advertising, trade show expenses, e-commerce and other promotional marketing expenses. Selling and marketing expenses for the first quarter of 2009 decreased $53,000, or 4%, due to approximately $22,000 of lower travel related expenses, approximately $20,000 of lower consulting and professional fees and a reduction of approximately $34,000 promotional marketing expenses offset by approximately $30,000 of higher employee compensation. Selling and marketing expenses increased as a percentage of net sales due primarily to a lower volume of sales in the first quarter of 2009 compared to the first quarter of 2008.

General and Administrative. General and administrative information is summarized below (in thousands, except percentages):

March 31, Percent Percent of Percent of 2009 2008 Change Total Sales - 2009 Total Sales - 2008 Three months ended $ 1,855 $ 1,775 4.5 % 15.2 % 12.4 %

General and administrative expenses primarily include salaries and payroll related expenses for our executives, accounting, human resource, business development and information technology staff, expenses for our corporate headquarters, professional and legal expenses, telecommunication expenses, and other expenses related to being a publicly-traded company. General and administrative expenses increased $80,000, or 5%, due primarily to approximately $23,000 in increased legal expenses related to general corporate matters, increased employee compensation related expenses associated to the hiring of our new Vice President of Business Development in May 2008, partially offset by approximately $128,000 reduction in employee compensation related expenses for all other G&A departments and approximately $34,000 lower professional fee expenses. In addition, general and administrative expenses for the first quarter of 2009 included a severance charge of approximately $120,000 related to the termination of approximately 12 employees. General and administrative expenses increased as a percentage of net sales due primarily to a lower volume of sales as well as higher expenses in the first quarter of 2009 as compared to the first quarter of 2008.

Legal Fees associated with lawsuit. During the first quarter of 2009, we did not incur any legal fees related to the recently settled lawsuit with FutureLogic, Inc. compared to $1,897,000 of fees incurred in the first quarter of 2008. We settled our litigation with FutureLogic, Inc. in May 2008 and as a result of this settlement, we do not expect to incur any additional legal fees related to the lawsuit.

Operating Income (Loss). Operating income (loss) information is summarized below (in thousands, except percentages):

March 31, Percent Percent of Percent of 2009 2008 Change Total Sales - 2009 Total Sales - 2008 Three months ended $ 179 $ (1,059 ) 116.9 % 1.5 % (7.4 %)

During the first quarter of 2009, we reported operating income of $179,000, or 2% of net sales, compared to an operating loss of ($1,059,000), or (7%) of net sales in the first quarter of 2008. The increase in our operating income and operating margin was primarily due to lower operating expenses (primarily the non-recurrence of legal expense related to the FutureLogic lawsuit), partially offset by lower gross profit resulting from the 15% decline in sales in the first quarter of 2009 compared to that of 2008.

Interest. We recorded net interest expense of $15,000 in the first quarter of 2009 compared to net interest income of $4,000 in the first quarter of 2008. The decrease was largely due to a lower average cash balance in the first quarter of 2009 compared to the first quarter of 2008, coupled with a lower overall rate of return on our invested cash balance due to the decreasing interest rate environment. See "Liquidity and Capital Resources" below for more information.

Other Income (Expense). We recorded other income of $20,000 in the first quarter of 2009 compared to $2,000 in the first quarter of 2008. The increase was primarily due to foreign currency exchange gains recorded by our UK subsidiary resulting from the strengthening of the U.S. dollar against the British pound during the first quarter of 2009 as compared to the first quarter of 2008.

Income Taxes. We recorded an income tax provision for the first quarter of 2009 of $63,000 at an effective tax rate of 34.2%, compared to an income tax benefit during the first quarter of 2008 of $361,000 at an effective tax rate of 34.3%. We expect our annual effective tax rate for 2009 to be between 34% and 35%.

Net Income (Loss). We reported net income during the first quarter of 2009 of $121,000, or $0.01 per diluted share, compared to a net loss of $692,000 or ($0.07) per diluted share, for the first quarter of 2008.

Liquidity and Capital Resources

Cash Flow
In the first three months of 2009, our cash flows reflected the results of lower sales volume, decreased capital spending and increased inventory investment. Our cash balance decreased $679,000 from December 31, 2008 and we ended the first quarter of 2009 with approximately $1,321,000 in cash and cash equivalents and no debt outstanding.

Operating activities: The following significant factors affected our cash used in operations of $574,000 in the first three months of 2009 as compared to our cash used in operations of $306,000 in the first three months of 2008:

During the first three months of 2009:
· We reported net income of $121,000.

· We recorded depreciation, amortization, and non-cash compensation expense of $605,000.

· Accounts receivable decreased $1,828,000 due to lower sales in the first three months of 2009 compared to the fourth quarter of 2008.

· Gross inventories increased $2,162,000 due to higher stocking levels resulting from initiatives to increasingly move production to Asia. As we transition more of our printer production to Asia, we decided to temporarily increase our stocking levels as a cautionary measure to minimize any potential disruption to our customers. As a result, we experienced an increase in inventories in the first quarter of 2009. We expect our inventories to decline starting in the second quarter of 2009, as we complete the transition of our production to Asia.

· Accounts payable increased $130,000 due to the timing of payments during the quarter.

· Accrued liabilities and other liabilities decreased $913,000 due primarily to lower payroll and fringe benefit related accruals based on the payment of 2008 annual bonuses in March 2009.

During the first three months of 2008:
· We reported a net loss of $692,000.

· We recorded depreciation, amortization, and non-cash compensation expense of $704,000.

· Accounts receivable increased $873,000 due to higher sales during the first three months of 2008 compared to the fourth quarter of 2007.

· Inventories increased $190,000 due to higher stocking levels resulting from initiatives to increasingly move production to Asia and increased sales volume in the first quarter of 2008.

· Accounts payable increased $823,000 due to higher inventory purchases related to higher sales volume and the timing of payments during the quarter.

· Accrued liabilities and other liabilities increased $334,000 due primarily to increased accrued legal fees primarily related to the now-settled lawsuit with FutureLogic, Inc. during the quarter.

Investing activities: Our capital expenditures were $108,000 and $374,000 in the first three months of 2009 and 2008, respectively. Expenditures in 2009 included approximately $51,000 for the purchase of new product tooling, $35,000 for the purchase of manufacturing equipment, and the remaining amount primarily for the purchase of engineering and computer equipment. Expenditures in 2008 included approximately $280,000 for the purchase of new product tooling, $60,000 for the purchase of manufacturing equipment, and the remaining amount primarily for the purchase of computer hardware. Capital expenditures for 2009 are expected to be approximately $1,000,000, primarily for new product tooling and tooling enhancements to our existing products.

Financing activities: We generated $8,000 of cash from financing activities during the first three months of 2009 from proceeds from stock option exercises. During the first three months of 2008, we generated approximately $15,000 of cash from financing activities from proceeds from stock option exercises.

Working Capital
Our working capital increased to $15,638,000 at March 31, 2009 from $15,051,000 at December 31, 2008. Our current ratio increased to 3.1 to 1 at March 31, 2009 compared to 2.9 to 1 at December 31, 2008. The increase in both our working capital and current ratio was largely due to higher inventory balances resulting from higher stocking levels based on our initiatives to increasingly move production to Asia, as well as lower accrued liabilities balances primarily due to lower payroll and fringe benefit related accruals, offset by lower accounts receivable resulting from lower sales volume during the first quarter of 2009.

Deferred Taxes
As of March 31, 2009, we had a net deferred tax asset of $3,786,000. In order to utilize this deferred tax asset, we will need to generate approximately $10.8 million of taxable income in future years. Based on future projections of taxable income, we have determined that it is more likely than not that the existing net deferred tax asset will be realized.

Credit Facility and Borrowings
On November 28, 2006, we signed a five-year $20 million credit facility (the "TD Banknorth Credit Facility") with TD Banknorth, N.A. ("TD Banknorth"). The credit facility provides for a $20 million revolving credit line expiring on November 28, 2011. Borrowings under the revolving credit line bear a floating rate of interest at the prime rate minus one percent and are collateralized by a lien on all of our assets. We also pay a fee of 0.25% on unused borrowings under the revolving credit line. The total deferred financing costs relating to expenses incurred to complete the TD Banknorth Credit Facility was $94,000. The TD . . .