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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

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 29, 2023

 

MachTen, Inc.

(Exact Name of Registrant as Specified in Its Charter)

  

Delaware   000-56553   92-3979418
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

 

1516 Barlow Street, Suite D, Traverse City, MI   49686
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (855) 642-4227

 

 
(Former name or former address if changed since last report)

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Title of each class Trading Symbol Name of each exchange on which registered
N/A N/A N/A

 

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.

 

 

 

 

Item 2.02.  Results of Operations and Financial Condition

 

On August 29, 2023, MachTen, Inc. issued a press release announcing financial results for the three months ended June 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Current Report on Form 8-K furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and they shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits. 

 

(d)Exhibits.

 

Exhibit No. Description
   
99.1 Press Release of MachTen, Inc. issued on August 29, 2023.
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

 

  MACHTEN, INC.  
     
         
Dated: August 29, 2023 By:  /s/ Stephen J. Moore  
    Name:   Stephen J. Moore    
    Title:  Interim Chief Financial Officer    

 

 

 

 

 

 

 

   

1516 Barlow Street, Suite D

Traverse City, MI 49686

www.machteninc.com

     
     
For Immediate Release: Contact:  Dan Miller
   

Chief Executive Officer

(914) 921-5193

     
    For further information please visit
    www.machteninc.com

 

MachTen, Inc. Reports Results for the Second Quarter 2023

 

Traverse City, Michigan, August 29, 2023 – MachTen, Inc. (“MACT”) (OTC: MACT) today reported its operating results for the quarter ended June 30, 2023.

 

Financial Highlights

 

(In thousands)  Three Months Ended
   June 30, 2023  June 30, 2022
       
Regulated revenue  $3,035   $3,069 
Non-regulated revenue  $950   $885 
Operating profit  $1,435   $1,478 
Net income  $1,060   $1,053 

 

Revenue
Regulated revenue declined to $3.04 million in the 2nd quarter of 2023 from $3.07 million in the same period last year, primarily attributable to the elimination of a Michigan Universal Service Fund (USF) program. As a result of this program’s elimination in mid-2022, intrastate access and USF revenue declined to $18,000 in the 2nd quarter, compared to $91,000 in the prior year quarter. Intrastate USF revenue totaled $292,000 for the full year 2022, down from $374,000 in 2021.

 

The majority of regulated revenue is generated from participation in the FCC’s Alternative Connect America Model (A-CAM) program funded by federal USF. ACAM revenues were approximately $2.2 million in the 2nd quarter, consistent with the prior year. Since inception of the program in 2017, ACAM revenues have been approximately $8.7 million on an annual basis. The FCC recently announced the exploration of an “Enhanced” ACAM that may increase annual revenue starting in January 2024, with an extension of the program through 2038. Enhanced ACAM would require a commitment to provide significantly faster broadband speeds to approximately 12,400 locations in the company’s incumbent local exchange network. The company currently serves 3,900 access lines in the regulated network.

 

Non-regulated revenue increased to $950,000 in the 2nd quarter of 2023, up from $885,000 in the prior year. The increase is primarily attributable to new broadband internet customers in competitive markets outside the incumbent network. In the last two years, MachTen has invested approximately $6 million in constructing fiber optic facilities that pass more than 5,000 commercial and residential locations. As of June 30, 2023, approximately 600 of these locations have signed contracts for service.

 

 

 

 

Expenses

 

The cost of revenue for the 2nd quarter of 2023 increased to $1.33 million from $1.28 million in the prior year, primarily attributable to additional staffing, sales and marketing expense. General and administrative costs were unchanged, and depreciation expense was also relatively consistent with the prior year period.

 

Balance Sheet

 

As of June 30, 2023, cash and cash equivalents were $2.44 million, compared with $1.2 million as of December 31, 2022. As of June 30, 2023, shareholders’ equity was $22.3 million, compared with $17.5 million as of December 31, 2022.

 

Spin-Off from LICT Corporation

 

It is expected that LICT Corporation will complete the distribution of 81% of MachTen, Inc. on Thursday, August 31, 2023. LICT shareholders will receive 150 shares of MACT for every 1 share of LICT. Following the distribution, MACT will have 3,172,407 shares outstanding. As part of the spin-off, MachTen is expected to make a distribution of $15 million to LICT. This will be recognized as a dividend payable on the balance sheet.

 

MachTen Chief Executive Officer Dan Miller will host a conference call for shareholders at 4:30 PM ET on Tuesday, August 29 to discuss 2nd quarter results. Dial-in (906) 639-5050. Participant code: 816300.

 

About MachTen, Inc.

 

MachTen is a holding company for Upper Peninsula Telephone Company (UPTC), Michigan Central Broadband Company (MCBC), and Alpha Communications. MachTen’s subsidiaries provide regulated and unregulated broadband internet access and communications services, including voice, video, home automation and managed hosting services. Investors should refer to our 10-Q and other filings that have been posted to www.machteninc.com

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

Our disclosure and analysis in this press release, which do not present historical information, contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements convey our current expectations or forecasts of future events. You can identify these statements because they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning. They also appear in any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance of our products, expenses, the outcome of any legal proceedings, and financial results. Although we believe that we are basing our expectations and beliefs on reasonable assumptions within the bounds of what we currently know about our business and operations, the economy, and other conditions, there can be no assurance that our actual results will not differ materially from what we expect or believe. Therefore, you should proceed with caution in relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance.

 

Forward-looking statements involve a number of known and unknown risks, uncertainties and other important factors, some of which are listed below, that are difficult to predict and could cause actual results and outcomes to differ materially from any future results or outcomes expressed or implied by such forward-looking statements. Some of the factors that may cause our actual results to differ from our expectations include risks associated with the duration and scope of the ongoing coronavirus pandemic resulting in volatile market conditions, a decline in the securities markets that adversely affect our assets under management, negative performance of our products, the failure to perform as required under our investment management agreements, and a general downturn in the economy that negatively impacts our operations. We also direct your attention to the more specific discussions of these and other risks, uncertainties and other important factors contained in our Annual Report and other public filings. Other factors that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We do not undertake to update publicly any forward-looking statements if we subsequently learn that we are unlikely to achieve our expectations whether as a result of new information, future developments or otherwise, except as may be required by law.

 

2

 

 

MachTen, Inc. and Subsidiaries      
Condensed Consolidated Statements of Financial Condition   
(in thousands, except per share data)      
    
    June 30,    December 31, 
    2023    2022 
    (Unaudited)    (Audited) 
Assets          
  Cash and cash equivalents  $2,443   $1,202 
  Accounts receivable   923    868 
  Materials and supplies   2,033    1,408 
  Other current assets   537    507 
     Current assets  $5,936   $3,985 
           
  Property, plant and equipment, net   22,051    20,818 
  Right-of-use assets, net   702    747 
  Goodwill   100    100 
  Other noncurrent assets   70    70 
    Total assets  $28,859   $25,720 
           
Liabilities and Shareholders' Equity          
Current liabilities:          
  Trade accounts payable  $531   $3,362 
  Accrued liabilities   2,362    1,157 
  Current operating lease liability   77    74 
    Total current liabilities   2,970    4,593 
           
  Deferred income taxes   2,718    2,726 
  Long term operating lease liability   671    710 
  Asset retirement obligations   142    136 
  Other noncurrent liabilities   26    26 
    Total liabilities   6,527    8,191 
           
Shareholders' equity          
  Additional paid-in capital   2,800      
  Retained earnings   19,532    17,529 
     Total shareholders' equity   22,332    17,529 
     Total liabilities and shareholders' equity  $28,859   $25,720 
           
  Shares outstanding   100    100