MachTen, Inc 8-K/A, filed Oct 24, 2023
MachTen, Inc. (MACT)
8-K/A
2023-10-24
For: 2023-08-08
View Original
Added on
April 06, 2026
About this 8-K/A
MachTen, Inc filed this 8-K/A on October 24, 2023, reporting on events of August 8, 2023.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 8, 2023
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(Exact Name of Registrant as Specified in Its Charter)
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (855 ) 642-4227
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(Former name or former address if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the follow provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act: None
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
As previously reported, on August 31, 2023, LICT Corporation (“LICT”)
distributed to the holders of its common stock, by way of a pro rata dividend (the “Distribution”), 81% of the common stock of MachTen, Inc. (“MachTen” or the “Company”). Prior to the Distribution and in contemplation thereof, on August 8,
2023, the Company entered into a Contribution Agreement with LICT, pursuant to which LICT contributed all the shares of its wholly-owned subsidiary, LMT Holding
Corporation, a Delaware corporation (“LMT Holding”), and each of LMT Holding’s indirect wholly-owned operating subsidiaries which operate in Michigan providing regulated
and unregulated internet access broadband and communications services, in exchange for (i) 3,172,407 shares of MachTen’s common stock and (ii) a cash dividend to be paid in the amount of $15 million (the “Contribution”).
This Amendment No. 1 to Form 8-K (this “Amendment”) amends and supplements the Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission on August 14, 2023 (the “Original Form 8-K”) to (i) incorporate the information set forth under Item 1.01 of the Original Form 8-K into Item 2.01 hereof, and (ii) provide the unaudited pro forma financial
information of the Company reflecting the performance of the Company’s businesses after giving effect to the Contribution, as required under Item 9.01 of Form 8-K. No other modifications to the Original Form 8-K are being made by this Amendment. This
Amendment should be read in connection with the Original Form 8-K, which provides a more complete description of the Contribution.
| Item 2.01 |
Completion of Acquisition or Disposition of Assets.
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The information set forth in Item 1.01 of the Original Form 8-K
and in the Introductory Note above is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits.
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Pro Forma Financial Information
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The following unaudited pro forma condensed combined financial statements of the Company reflecting the performance of the Company’s businesses after giving effect to the Contribution are attached hereto as Exhibit 99.1 and
incorporated herein by reference:
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Unaudited pro forma condensed consolidated balance sheet as of June 30, 2023;
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Unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2023; and
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Notes to the unaudited pro forma condensed combined financial information.
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Exhibits.
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Exhibit
No.
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Description
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Unaudited Pro Forma Condensed Combined Financial Statements.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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MACHTEN, INC.
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Dated: October 24, 2023
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By:
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/s/ Stephen J. Moore
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Name:
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Stephen J. Moore
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Title:
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Interim Chief Financial Officer
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Exhibit 99.1
MACHTEN, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
As previously reported, on August 31, 2023, LICT Corporation
(“LICT”) distributed to the holders of its common stock, by way of a pro rata dividend (the “spin-off”), 81% of the common stock of MachTen, Inc. (“MachTen” or the “Company”). Prior to the spin-off and in contemplation thereof, on August 8, 2023, the Company entered into a Contribution Agreement with LICT, pursuant to which LICT contributed all the shares of its
wholly-owned subsidiary, LMT Holding Corporation, a Delaware corporation (“LMT Holding”), and each of LMT Holding’s indirect wholly-owned operating subsidiaries which operate in
Michigan providing regulated and unregulated internet access broadband and communications services, in exchange for (i) 3,172,407 shares of MachTen’s common stock and (ii) a cash dividend in the amount of $15 million (the “Contribution”).
The accompanying pro forma condensed consolidated financial information was prepared in accordance with Article 11 of Regulation
S-X under the Exchange Act and present the pro forma statement of operations and pro forma balance sheet of MAC based on the historical carve-out financial statements of LMT Holding after giving effect to the spin-off. The unaudited pro forma
condensed consolidated financial statements have been prepared to reflect transaction accounting and autonomous entity adjustments to present the financial condition and results of operations as if we were a separate stand-alone entity. MAC had
nominal assets and no liabilities, and conducted no operations prior to the date of this information statement. Therefore, we believe that a presentation of the historical results of MAC would not be meaningful. Accordingly, the following pro forma
condensed consolidated financial information includes only the financial data of LMT Holding as of June 30, 2023.
The accompanying MAC pro forma financial statements are presented for illustrative purposes only and do not purport to be
indicative of the actual results that would have been achieved if the transactions had been consummated for the periods presented or that will be achieved in the future. The pro forma financial statements do not reflect the costs of any integration
activities or benefits that may result from realization of revenue growth or operational synergies expected to result from the transactions. The pro forma financial statements do not include management adjustments.
The unaudited pro forma balance sheet as of June 30, 2023 has been prepared giving effect to the spin-off as if this transaction
had occurred as of June 30, 2023. The unaudited pro forma statement of operations for the six months ended June 30, 2023 has been prepared giving effect to the spin-off as if this transaction had occurred on January 1, 2023.
The unaudited pro forma balance sheet and the unaudited pro forma statement of operations for the six months ended June 30, 2023
have been prepared to reflect transaction accounting and autonomous entity adjustments to the Company’s historical consolidated financial statements to present the financial condition and results of operations as if we were a separate stand-alone
entity.
In addition, throughout the periods presented in the pro forma financial statements, the operations of LMT Holding were conducted
and accounted for as part of LICT using accounting conventions applicable to LMT Holding that could differ in the future. The audited historical carve-out consolidated financial statements and unaudited historical condensed consolidated financial
statements of LMT Holding have been derived from LMT Holding accounting records and reflect certain allocations of expenses. All of the allocations and estimates in such financial statements are based on assumptions that LMT Holding management
believes are reasonable. The historical condensed consolidated carve-out financial statements of the LMT Holding do not necessarily represent the financial position or results of operations of MAC had it been operated as a standalone company during
the periods or at the dates presented.
We expect to enter into a Transitional Services Agreement with LICT under which limited services will be provided to us upon
consummation of the transactions until the applicable term for each service has expired or has otherwise been terminated. We do not expect the cost of these services to be substantially different from expenses reflected in our historical financial
statements. See “Ancillary Agreements” for further discussion of the Transitional Services Agreement.
The unaudited pro forma condensed consolidated financial information presented below should be read in conjunction with
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and LMT Holding’s historical annual consolidated carve-out financial statements and corresponding notes thereto included elsewhere in this information statement.
The unaudited pro forma consolidated financial information reflects certain known impacts as a result of the Distribution to separate the Company from LICT.
This unaudited pro forma condensed consolidated financial information has been presented for informational purposes only and is
not intended to reflect the results of operations or the financial position of LMT Holding which would have actually resulted had the spin-off been effected on the dates indicated. Furthermore, the unaudited pro forma condensed consolidated financial
information is not necessarily indicative of the results of operations that may be achieved in the future. They should be read in conjunction with the historical financial statements and notes thereto of LMT Holding.
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1
MachTen, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 2023
(in thousands, except share and per share data)
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LMT
(Historical)
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Transaction Adjustments
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Autonomous Entity Adjustments
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Pro Forma
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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2,443
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$
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15,000
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A.
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$
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—
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$
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2,443
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(15,000
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)
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B.
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Accounts receivable, less allowances for expected credit loss of $13 and $13 as of June 30, 2023 and December 31, 2022
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923
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—
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—
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923
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Materials and supplies
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2,033
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—
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—
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2,033
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Other current assets
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537
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—
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—
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537
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Total current assets
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5,936
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——
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—
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5,936
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Property, plant and equipment, net
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22,051
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—
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—
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22,051
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Right-of-use assets, net
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702
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—
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—
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702
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Goodwill
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100
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—
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—
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100
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Other noncurrent assets
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70
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—
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—
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70
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Total assets
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$
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28,859
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$_ --
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$
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—
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$
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28,859
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LIABILITIES AND SHAREHOLDERS’ EQUITY
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Current liabilities:
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Trade accounts payable
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$
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531
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$
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—
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$
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—
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$
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531
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Accrued liabilities
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2,362
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405
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C. D.
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22
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E.
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2,789
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Current operating lease liability
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77
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—
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—
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77
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Total current liabilities
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2,970
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405332
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22
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3.397
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CoBank revolver
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—
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15,000
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A.
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—
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15,000
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Deferred income taxes
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2,718
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—
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2,718
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Long term operating lease liability
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671
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—
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—
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671
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Asset retirement obligation
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142
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—
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—
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142
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Other noncurrent liabilities
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26
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—
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—
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26
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Total liabilities
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6,527
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15,405
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22
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21,954
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Shareholders’ equity:
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Additional paid-in capital
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2,800
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44
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F.
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—
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2,844
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Retained earnings
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19,532
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(15,449
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)
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B.
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(22
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E.
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4,061
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Total shareholders’ equity
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22,332
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(15,405
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(22
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6,905
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Total liabilities and shareholders’ equity
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$
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28,859
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$
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--
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$
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--
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$
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28,859
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2
MachTen, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Six Months Ended June 30, 2023
(in thousands, except per share data)
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Income Statement Data
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LMT
(Historical)
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Transaction Adjustments
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Autonomous Entity Adjustments
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Pro Forma
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Revenues
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$
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7,856
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$
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—
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$
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—
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$
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7,856
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Operating Costs:
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Cost of revenue, excluding depreciation
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2,700
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—
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—
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2,700
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General and administrative
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1,452
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44
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F.
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30
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E.
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1,526
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Depreciation
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1,012
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—
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—
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1,012
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Total Costs and Expenses
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5,164
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44
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30
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5,238
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Operating profit
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2,692
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(44
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(30
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)
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2,618
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Other Income
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Interest Expense
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—
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(563
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)
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C.
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—
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(563
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)
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Investment income
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33
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—
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—
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33
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Total Other Income
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33
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(563
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)
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—
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(530
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)
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Income before income taxes
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2,725
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(607
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)
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(30
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)
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2,0880
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(Provision) benefit for income taxes
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$
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(722
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)
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158
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D.
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8
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D.
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(556
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)
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Net Income
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$
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2,003
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$
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(449
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)
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$
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(22
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)
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$
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1,532
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Net income per share:
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$
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20,030
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$
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15,320
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Weighted Average Common
Shares Outstanding
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100
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100
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3
Notes.
| A. |
Reflects LMT Holding’s anticipated draw on its senior secured revolving credit facility of $20.0 million (“revolver”) with
CoBank for $15.0 million.
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| B. |
Reflects LMT Holding’s declared distribution to LICT of $15.0 million.
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| C. |
Reflects the impact on interest expense related to the Company’s draw on its revolver, assuming an interest rate of 7.5%.
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| D. |
Reflects the impact of the income tax effects of the pro forma adjustments using a blended federal and state statutory tax rate of 26.0% for the year ended June 30, 2023.
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| E. |
In connection with the spin-off transaction, LMT will enter into the Transitional Services Agreement and pay LICT a fee of $5,000 per month for three months post-transaction.
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| F. |
Reflects the stock compensation for restricted stock awards granted at the time of the spin-off transaction.
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4