8-K
MOVING iMAGE TECHNOLOGIES INC. (MITQ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) ofThe Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): | September 26, 2023 |
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Moving iMage Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40511 | 85-1836381 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
17760 Newhope Street, Fountain Valley, CA 92075
(Address, including zip code, of principal executive offices)
| Registrant’s telephone number, including area code | (714) 751-7998 |
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N/A
(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 following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
|---|---|---|
| Common Stock, $0.00001 par value | MITQ | NYSE American LLC |
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 x
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. |
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On September 26, 2023, Moving iMage Technologies, Inc. (the “Company”) issued a press release reporting certain financial results for the fiscal year ended June 30, 2023. A copy of the press is attached hereto as Exhibit 99.1 and the information therein is incorporated herein by reference.
Theinformation reported under this Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shallnot be deemed filed for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”)or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the SecuritiesAct of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in suchfiling.
| Item 7.01 | Regulation FD Disclosure. |
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The information under Item 2.02 above is incorporated herein by reference.
The information reported under this Item 7.01 in this Current Reporton Form 8-K, including Exhibit 99.1 and 99.2 attached hereto, shall not be deemed filed for purposes of Section 18 of theExchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing underthe Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits
| ExhibitNo. | Exhibit |
|---|---|
| 99.1 | Press Release dated September 26, 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.
| Moving iMage Technologies, Inc. | ||
|---|---|---|
| Date: September 26, 2023 | ||
| By: | /s/ William F. Greene | |
| Name: | William F. Greene | |
| Title: | Chief Financial Officer |
Exhibit99.1
MovingiMage Technologies Announces Fourth Quarter and Full-Year Fiscal 2023 Results
FountainValley, CA – September 26, 2023: Moving iMage Technologies, Inc. (NYSE AMERICAN: MITQ), (“MiT”), a leading technology and services company for cinema, Esports, stadiums, arenas and other out-of-home entertainment venues, today announced results for its fourth quarter and full-year ended June 30, 2023.
“We completed a solid year with double-digit revenue growth, higher gross margin and reduced non-GAAP losses,” said Phil Rafnson, chairman and chief executive officer. “Fiscal 2023 was a transition year for MiT. As the box office increased sharply, we saw the beginning of a new, multi-year technology upgrade cycle, and cinema owners continued investing in new FF&E projects. Additionally, we made meaningful progress in our strategy to transform our business with higher margin, recurring revenue technology offerings that have the potential to meaningfully accelerate revenue growth and profits over the medium to longer term.
“Additionally, our fiscal 2023 results would have been even better had we not seen approximately $3.4 million in pushouts in our legacy FF&E projects business during the second half of fiscal 2023. Pushouts are not uncommon in this part of our business, and this lumpiness is a big reason we are developing new technology offerings with recurring revenue streams. We also had roughly $1 million, or $0.09 per share, in non-recurring, non-cash year-end accounting write-downs in the quarter that negatively impacted our GAAP operating and net losses.”
FourthQuarter Fiscal 2023 Highlights (versus Fiscal 2Q22)
| · | Revenue<br> of $5.8 million compared to $5.6 million; |
|---|---|
| · | Gross<br> Profit of $1.4 million compared to $1.5 million, and Gross Margin of 24.2%; |
| --- | --- |
| · | GAAP<br> Operating Loss of ($1.4) million compared to ($0.5) million; |
| --- | --- |
| o | GAAP<br> Operating loss in fiscal 2023 included ($1.0 million) in non-cash accounting write-downs; |
| --- | --- |
| · | GAAP<br> Net Loss and Loss per Share of ($1.3) million and ($0.12) compared to ($0.7) million and<br> ($0.07), respectively; |
| --- | --- |
| · | Non-GAAP<br> Net Loss and Loss per Share of ($0.2) million and ($0.02) compared to ($0.7) million and<br> ($0.06), respectively. |
| --- | --- |
FiscalYear 2023 Highlights (versus Fiscal 2Q22)
| · | Revenue<br> of $20.2 million compared to $18.4 million; |
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| · | Gross<br> Profit of $5.3 million compared to $4.5 million, Gross Margin expanded by 200 basis points<br> to 26.3%; |
| --- | --- |
| · | GAAP<br> Operating Loss of ($2.0) million compared to ($1.8) million; |
| --- | --- |
| o | GAAP<br> Operating loss in fiscal 2023 included ($1.0 million) in non-cash accounting write-downs; |
| --- | --- |
| · | GAAP<br> Net Loss and Loss per Share of ($1.8) million and ($0.17) compared to ($1.3) million and<br> ($0.13), respectively; |
| --- | --- |
| · | Non-GAAP<br> Net Loss and Loss per Share of ($0.7) million and ($0.07) compared to Non-GAAP Net Loss and<br> Loss per Share of ($1.5) million and ($0.14), respectively. |
| --- | --- |
SelectFinancial Metrics: FY23 versus FY22 as of 6/30/2023*
| (in<br> millions, except for Loss per Share and percentages) | 4Q23 | 4Q22 | Change | FY23 | FY22 | Change | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total<br> Revenue | $ | 5.8 | $ | 5.6 | 2.6 | % | $ | 20.2 | $ | 18.4 | 10.1 | % | ||||
| Gross<br> Profit | $ | 1.4 | $ | 1.5 | -5.4 | % | $ | 5.3 | $ | 4.5 | 19.0 | % | ||||
| Gross<br> Margin | 24.2 | % | 26.2 | % | 26.3 | % | 24.3 | % | ||||||||
| Operating<br> Loss | $ | (1.4 | ) | $ | (0.5 | ) | 200.7 | % | $ | (2.0 | ) | $ | (1.8 | ) | -12.1 | % |
| Operating<br> Margin | -23.5 | % | -8.0 | % | -9.8 | % | -9.6 | % | ||||||||
| GAAP<br> Net Loss | $ | (1.3 | ) | $ | (0.7 | ) | nm | $ | (1.8 | ) | $ | (1.3 | ) | -33.7 | % | |
| GAAP Loss Per Share | $ | (0.12 | ) | $ | (0.07 | ) | nm | $ | (0.17 | ) | $ | (0.13 | ) | -30.4 | % | |
| Non-GAAP<br> Net Loss | $ | (0.2 | ) | $ | (0.7 | ) | 65.4 | % | $ | (0.7 | ) | $ | (1.5 | ) | 53.6 | % |
| Non-GAAP Loss Per Share | $ | (0.02 | ) | $ | (0.06 | ) | 65.9 | % | $ | (0.07 | ) | $ | (0.14 | ) | 54.2 | % |
nm = not measurable/meaningful; *may not add up due to rounding
Fiscal2024 Commentary
“Given the lumpy nature of our legacy business, we are approaching fiscal 2024 guidance cautiously by targeting low double-digit revenue growth from our legacy businesses while continuing to move towards break-even on a non-GAAP basis. That said, we do see multiple upside opportunities from our newer initiatives, which aren’t included in our current guidance. These include an ADA compliance product refresh at a large national circuit, recording any sales of LEA Professional products, order growth in Esports above the modest fiscal 2023 levels, National Amusements rolling out CineQC to its international locations, initial sales of MiTranslator and other international sales. As you can see, we have significant opportunities to accelerate growth, and we plan to provide updates as initiatives start moving forward,” concluded Rafnson.
EarningsConference Call and Webcast Information
Management will host a conference call and audio webcast to review the Company’s results and forward expectations at 10:00 a.m Eastern Time.
Dial-inand Webcast Information
**Date/Time:**Tuesday, September 26, 2023, 10:00 a.m. ET
Toll-Free: 1-877-407-4018
Toll/International: 1-201-689-8471
Callme™: Participants can use Guest dial-in #s above and be answered by an operator OR click the Call me™ Link for instant telephone access to the event. Call me™ link will be made active 15 minutes prior to scheduled start time.
**Webcast:**https://viavid.webcasts.com/starthere.jsp?ei=1635216&tp_key=7431f4e981
TelephoneReplay
Replay Dial-In: 1-844-512-2921 or 1-412-317-6671Replay Expiration: Thursday, November 9, 2023 at 11:59 p.m. ETAccess ID: 13741344
Telephone Replays will be made available approximately 3 hours after conference end time.
AboutMoving iMage Technologies
Moving iMage Technologies is a leading manufacturer and integrator of purpose-built technology solutions and equipment to support a wide variety of entertainment applications, with a focus on motion picture exhibitions, sports venues and eSports. MiT offers a wide range of products and services, including custom engineering, systems design, integration and installation, enterprise software solution, digital cinema, A/V integration, as well as customized solutions for emerging entertainment technology. MiT’s Caddy Products division designs and sells proprietary cup-holder and other seating-based products and lighting systems for theaters and stadiums. For more information, visit www.movingimagetech.com.
Forward-LookingStatements
Allstatements above that are not purely about historical facts, including, but not limited to, those in which we use the words “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate,” “target”and similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Whilethese forward-looking statements represent our current judgment of what may happen in the future, actual results may differ materiallyfrom the results expressed or implied by these statements due to numerous important factors. Our filings with the SEC provide detailedinformation on such statements and risks and should be consulted along with this release. To the extent permitted under applicable law,we assume no obligation to update any forward-looking statements.
Contact:
Brian Siegel, IRC, MBA
Senior Managing Director, Hayden IR
(346) 396-8696
Brian@haydenir.com
MOVING IMAGE TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
| 2022 | |||||
| Assets | |||||
| Current Assets: | |||||
| Cash | 6,616 | $ | 2,340 | ||
| Marketable securities - current | — | 4,363 | |||
| Accounts receivable, net | 905 | 1,762 | |||
| Inventories, net | 4,419 | 4,033 | |||
| Prepaid expenses and other | 451 | 864 | |||
| Total Current Assets | 12,391 | 13,362 | |||
| Long-Term Assets: | |||||
| Marketable securities – long-term | — | 325 | |||
| Right-of-use asset | 415 | — | |||
| Property and equipment, net | 28 | 22 | |||
| Intangibles, net | 480 | 839 | |||
| Goodwill | — | 287 | |||
| Other assets | 16 | 16 | |||
| Total Long-Term Assets | 939 | 1,489 | |||
| Total Assets | 13,330 | $ | 14,851 | ||
| Liabilities And Stockholders’ Equity | |||||
| Current Liabilities: | |||||
| Accounts payable | 1,507 | $ | 1,583 | ||
| Accrued expenses | 618 | 655 | |||
| Customer deposits | 3,169 | 3,158 | |||
| Lease liability–current | 280 | — | |||
| Unearned warranty revenue | 26 | 18 | |||
| Total Current Liabilities | 5,600 | 5,414 | |||
| Long-Term Liabilities: | |||||
| Lease liability–non-current | 151 | — | |||
| Deferred rent | — | 22 | |||
| Total Long-Term Liabilities | 151 | 22 | |||
| Total Liabilities | 5,751 | 5,436 | |||
| Stockholders’ Equity | |||||
| Common stock, 0.00001 par value, 100,000,000 shares authorized, 10,685,778 and 10,828,398 shares issued and outstanding at June 30, 2023 and 2022, respectively | — | — | |||
| Additional paid-in capital | 12,462 | 12,500 | |||
| Accumulated deficit | (4,883 | ) | (3,085 | ) | |
| Total Stockholders’ Equity | 7,579 | 9,415 | |||
| Total Liabilities and Stockholders’ Equity | 13,330 | $ | 14,851 |
All values are in US Dollars.
MOVING IMAGE TECHNOLOGIES, INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS
(in thousands except share and per share amounts)
| Year Ended | Year Ended | |||||
|---|---|---|---|---|---|---|
| June 30, | June 30, | |||||
| 2023 | 2022 | |||||
| Net sales | $ | 20,207 | $ | 18,351 | ||
| Cost of goods sold | 14,897 | 13,890 | ||||
| Gross profit | 5,310 | 4,461 | ||||
| Operating expenses: | ||||||
| Research and development | 261 | 238 | ||||
| Selling and marketing | 2,630 | 2,389 | ||||
| General and administrative | 3,440 | 3,596 | ||||
| Impairment of long-term assets | 954 | — | ||||
| Total operating expenses | 7,285 | 6,223 | ||||
| Operating loss | (1,975 | ) | (1,762 | ) | ||
| Other expenses (income) | ||||||
| Unrealized loss on marketable securities | — | 242 | ||||
| Realized (gain)/loss on marketable securities | (38 | ) | 6 | |||
| PPP loan forgiveness | — | (705 | ) | |||
| Interest expense and other income, net | (139 | ) | 40 | |||
| Total other expense (income) | (177 | ) | (417 | ) | ||
| Net loss | $ | (1,798 | ) | $ | (1,345 | ) |
| Weighted average shares outstanding: basic and diluted (Note 5) | 10,922,710 | 10,577,994 | ||||
| Net loss per common share basic and diluted | $ | (0.16 | ) | $ | (0.13 | ) |
MOVING IMAGE TECHNOLOGIES, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(in thousands)
| Year Ended | Year Ended | |||||
|---|---|---|---|---|---|---|
| June 30, | June 30, | |||||
| 2023 | 2022 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (1,798 | ) | $ | (1,345 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| PPP loan forgiveness | — | (705 | ) | |||
| Provision for doubtful accounts | 389 | (218 | ) | |||
| Depreciation expense | 9 | 19 | ||||
| Amortization expense | 96 | 96 | ||||
| Impairment expense | 550 | — | ||||
| ROU amortization | 244 | (3 | ) | |||
| Stock option compensation expense | 146 | 245 | ||||
| Unrealized loss on investments | — | 242 | ||||
| Realized (gain) loss on investments | (38 | ) | 6 | |||
| Changes in operating assets and liabilities | ||||||
| Accounts receivable | 868 | (1,090 | ) | |||
| Inventories, net | (386 | ) | (2,499 | ) | ||
| Prepaid expenses and other | 413 | 348 | ||||
| Accounts payable | (76 | ) | (328 | ) | ||
| Accrued expenses | 83 | 42 | ||||
| Unearned warranty revenue | 8 | (16 | ) | |||
| Customer deposits | 11 | 1,819 | ||||
| Advances on notes receivable | (250 | ) | — | |||
| Net cash used in operating activities | 269 | (3,387 | ) | |||
| Cash flows from investing activities | ||||||
| Sales of marketable securities | 12,395 | 641 | ||||
| Purchases of marketable securities | (7,669 | ) | (5,577 | ) | ||
| Purchases of property and equipment | (15 | ) | (20 | ) | ||
| (400 | ) | — | ||||
| Net cash provided by (used in) investing activities | 4,311 | (4,956 | ) | |||
| Cash flows from financing activities | ||||||
| Net proceeds from initial public offering | — | 11,244 | ||||
| Payments on notes payable | — | (1,241 | ) | |||
| Payments on line of credit | — | (590 | ) | |||
| Stock Buyback | (304 | ) | — | |||
| Net cash provided by (used in) financing activities | (304 | ) | 9,413 | |||
| Net increase in cash | 4,276 | 1,070 | ||||
| Cash, beginning of the year | 2,340 | 1,270 | ||||
| Cash, end of the year | $ | 6,616 | $ | 2,340 |
RECONCILIATION OF NON-GAAP ITEMS
(in millions except for per share numbers)
| 4Q23 | 4Q22 | FY23 | FY22 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| GAAP Net Loss | $ | (1.3 | ) | $ | (0.7 | ) | $ | (1.8 | ) | $ | (1.3 | ) |
| Add back: | ||||||||||||
| Impairments of Goodwill and Intangibles | $ | 0.6 | $ | - | $ | 0.6 | $ | - | ||||
| SNDBX Note Write-off | $ | 0.4 | $ | - | $ | 0.4 | $ | - | ||||
| Other Income/Expense | $ | - | $ | (0.2 | ) | $ | - | $ | 0.1 | |||
| PPP Loan Forgiveness Gain | $ | - | $ | - | $ | - | $ | (0.7 | ) | |||
| Stock Compensation Expense | $ | 0.1 | $ | 0.2 | $ | 0.1 | $ | 0.4 | ||||
| Non-GAAP Net Loss | $ | (0.2 | ) | $ | (0.7 | ) | $ | (0.7 | ) | $ | (1.5 | ) |
| Non-GAAP Loss Per Share | $ | (0.02 | ) | $ | (0.06 | ) | $ | (0.07 | ) | $ | (0.14 | ) |
| Shares Outstanding | 10.9 | 10.8 | 10.6 | 10.9 |