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): | December<br> 31, 2021 |
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Moving iMageTechnologies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40511 | 85-1836381 |
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
17760 Newhope Street, Fountain Valley, CA 92708
(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) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
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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 February 9, 2022, Moving iMage Technologies, Inc. issued a press release announcing certain financial results for the period ended December 31, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and the information therein is incorporated herein by reference.
The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.
| 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 Items 2.02 and 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of 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 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 |
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Exhibit No.
| 99.1 | Exhibit |
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| Press Release dated February 9, 2022 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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: February 9, 2022 | ||
| By: | /s/ Michael Sherman | |
| Name: | Michael Sherman | |
| Title: | Chief Financial Officer |
Exhibit 99.1
Moving iMage Technologies Announces 113%Revenue Growth in Second Quarter Fiscal 2022
| · | Reports year-over-year revenue growth of 113% to $3.4 Million; |
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| · | Backlog increased 44% sequentially to $11.1 million at the end of thequarter |
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| · | Increases fiscal 2022 revenue guidance to $14 to $16 million (93% to 121%year-over-year growth) |
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**New York, NY – February 9, 2022:**Moving iMage Technologies, Inc. (NYSE AMERICAN: MITQ), (“MiT”), a leading digital cinema technology company, today announced results for its second fiscal quarter ended December 31, 2021.
“We delivered robust numbers in what is historically our seasonally slowest quarter,” said Phil Rafnson, chairman and chief executive officer. “We continued to benefit from a combination of our strong proprietary product portfolio and leading industry position, as cinema operators are just beginning to invest the Cares Act grants (SVOG) into technology and overall theater upgrades to remain competitive. Additionally, the domestic box office continued its strong recovery, with multiple blockbusters in late 2021 and analysts expecting a strong recovery in 2022.”
Fiscal Second Quarter Highlights (compared to fiscal 2021)
| · | Revenue increased 113% to $3.4 million versus $1.6 million; | |||||||||||||||||
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| · | GAAP operating loss of ($0.6) million, versus ($0.4) million; | |||||||||||||||||
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| · | Non-GAAP operating loss of ($0.4) million versus ($0.4) million; | |||||||||||||||||
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| · | GAAP Net loss and diluted loss per share of ($0.6) million and ($0.06) versus<br>a net loss and loss per share of ($0.4) million and ($0.07), respectively; | |||||||||||||||||
| --- | --- | |||||||||||||||||
| · | Non-GAAP net loss and diluted loss per share was ($0.4) million and<br> ($0.04) versus ($0.4) million and ($0.07), respectively; | |||||||||||||||||
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| · | Backlog increased to $11.1 million; | |||||||||||||||||
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| · | Cash and cash equivalents of $9.0 million. | |||||||||||||||||
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| Select Financial Metrics: Fiscal 2022 versus Fiscal 2021 as of 12/31/2021* | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (in millions, except for loss per share and percentages) | 2Q22 | 2Q21 | Change | YTD<br> 2022 | YTD<br> 2021 | Change | ||||||||||||
| Total Revenue | $ | 3.4 | $ | 1.6 | 112.5 | % | $ | 6.9 | $ | 3.4 | 102.9 | % | ||||||
| Gross Profit | $ | 0.9 | $ | 0.4 | 112.8 | % | $ | 1.6 | $ | 0.9 | 77.8 | % | ||||||
| Gross Margin | 26.4 | % | 26.3 | % | 23.2 | % | 26.5 | % | ||||||||||
| GAAP Operating Loss | $ | (0.6 | ) | $ | (0.4 | ) | -80.8 | % | $ | (1.2 | ) | $ | (0.7 | ) | -71.4 | % | ||
| Non-GAAP Operating Loss | $ | (0.4 | ) | $ | (0.4 | ) | 50.0 | % | $ | (0.8 | ) | $ | (0.7 | ) | -14.3 | % | ||
| GAAP Net Loss | $ | (0.6 | ) | $ | (0.4 | ) | -60.8 | % | $ | (1.2 | ) | $ | (0.8 | ) | -50.0 | % | ||
| Non-GAAP Net Loss | $ | (0.4 | ) | $ | (0.4 | ) | 0.0 | % | $ | (0.8 | ) | $ | (0.8 | ) | 0.0 | % | ||
| GAAP Diluted Loss Per Share | $ | (0.06 | ) | $ | (0.07 | ) | 14.3 | % | $ | (0.12 | ) | $ | (0.14 | ) | 14.3 | % | ||
| Non-GAAP Diluted Loss Per Share | $ | (0.04 | ) | $ | (0.07 | ) | 42.9 | % | $ | (0.08 | ) | $ | (0.14 | ) | 42.9 | % |
nm = not measurable/meaningful; *may not add up due to rounding
Fiscal 2022 Commentary
“The billions of dollars in government grants are still in the early days of being spent, and we expect this money to provide a higher jumping off point versus last cycle to the nascent upgrade cycles for both technology and facilities during the second half of our fiscal year and into fiscal 2023. As a result, we are both increasing our revenue guidance and narrowing the range, and we now expect at least $14 - 16 million, or 93 – 121% growth for the year.” concluded Rafnson.
Earnings Webcast and Replay Information
Management will host a webcast that can be accessed through the investor relations portion of the Company’s website at https://investors.movingimagetech.com/, and investors can submit questionsahead of time to brian@haydenir.com.
Replay
Toll Free: 1-844-512-2921
Toll/International: 1-412-317-6671
Replay Pin Number: 13727051
Replay Start: Wednesday February 9, 2022, 2:00 PM ET
Replay Expiry: Wednesday February 23, 2022, 11:59 PM ET
About Moving 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. 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-Looking Statements
All statements 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 statementswithin the meaning of the Private Securities Litigation Reform Act of 1995. While these forward-looking statements represent our currentjudgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statementsdue to numerous important factors. Our filings with the SEC provide detailed information on such statements and risks and should be consultedalong 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 Managing Director Hayden IR
(346) 396-8696
brian@haydenir.com
Investor.relations@movingimagetech.com
MOVING IMAGE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands except share and per shareamounts)
| June 30, | |||||
|---|---|---|---|---|---|
| 2021 | |||||
| (unaudited) | |||||
| Assets | |||||
| Current Assets: | |||||
| Cash and cash equivalents | 8,952 | $ | 1,269 | ||
| Accounts receivable, net | 658 | 454 | |||
| Inventories | 3,498 | 1,534 | |||
| Prepaid expenses and other | 751 | 86 | |||
| Total Current Assets | 13,859 | 3,343 | |||
| Long-Term Assets: | |||||
| Property, plant and equipment, net | 9 | 21 | |||
| Intangibles, net | 887 | 935 | |||
| Goodwill | 287 | 287 | |||
| Other assets | 16 | 1,133 | |||
| Total Long-Term Assets | 1,199 | 2,376 | |||
| Total Assets | 15,058 | $ | 5,719 | ||
| Liabilities and Stockholders’ and Members’ Equity (Deficit) | |||||
| Current Liabilities: | |||||
| Accounts payable | 1,208 | $ | 1,911 | ||
| Accrued expenses | 319 | 620 | |||
| Customer deposits | 3,364 | 1,339 | |||
| Line of credit | — | 590 | |||
| Notes payable – related party | — | 1,272 | |||
| Notes payable – current | 147 | 237 | |||
| Unearned warranty revenue | 32 | 34 | |||
| Total Current Liabilities | 5,070 | 6,003 | |||
| Long-Term Liabilities: | |||||
| Notes payable, net of current portion | 551 | 1,702 | |||
| Deferred rent | 25 | 25 | |||
| Total Long-Term Liabilities | 576 | 1,727 | |||
| Total Liabilities | 5,646 | 7,730 | |||
| Stockholders’ and Member’s Equity (Deficit) | |||||
| Common stock, 0.00001 par value, 100,000,000 shares authorized, 10,636,278 shares issued and outstanding at December 31, 2021 | — | — | |||
| Additional paid-in capital | 10,234 | — | |||
| Members’ deficit | — | (2,011 | ) | ||
| Accumulated deficit | (822 | ) | — | ||
| Total Stockholders’ and Members’ Equity (Deficit) | 9,412 | (2,011 | ) | ||
| Total Liabilities and Stockholders’ and Members’ Equity (Deficit) | 15,058 | $ | 5,719 |
All values are in US Dollars.
MOVING IMAGE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except share and per share amounts)
(unaudited)
| Three Months Ended | Three Months Ended | Six Months Ended | Six Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | December 31, | December 31, | |||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Net sales | $ | 3,419 | $ | 1,609 | $ | 6,893 | $ | 3,366 | ||||
| Cost of goods sold | 2,523 | 1,188 | 5,275 | 2,492 | ||||||||
| Gross profit | 896 | 421 | 1,618 | 874 | ||||||||
| Operating expenses: | ||||||||||||
| Research and development | 65 | 34 | 119 | 61 | ||||||||
| Selling and marketing | 571 | 374 | 1,115 | 657 | ||||||||
| General and administrative | 902 | 368 | 1,565 | 818 | ||||||||
| Total operating expenses | 1,538 | 776 | 2,799 | 1,536 | ||||||||
| Operating loss | (642 | ) | (355 | ) | (1,181 | ) | (662 | ) | ||||
| Other expenses | ||||||||||||
| Interest expense | 1 | 55 | 38 | 137 | ||||||||
| Total other expense | 1 | 55 | 38 | 137 | ||||||||
| Net loss | $ | (643 | ) | $ | (410 | ) | $ | (1,219 | ) | $ | (799 | ) |
| Weighted average shares outstanding: basic and diluted | 10,636,278 | 5,666,667 | * | 10,222,771 | 5,666,667 | * | ||||||
| Net loss per common share basic and diluted | $ | (0.06 | ) | $ | (0.07 | )* | $ | (0.12 | ) | $ | (0.14 | )* |
* The weighted average shares outstanding and net loss per share for the three and six months ended December 31, 2020 are proforma information to show the effect of the exchange of Class B membership interest in Moving iMage Technologies, LLC for shares of common stock of Moving iMage Technologies, Inc. prior to the initial public offering.
MOVING IMAGE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS
(in thousands)
(unaudited)
| Six Months Ended | Six Months Ended | |||||
|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||
| 2021 | 2020 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (1,219 | ) | $ | (799 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Provision for (reversal of) doubtful accounts | (40 | ) | 115 | |||
| Depreciation expense | 13 | 67 | ||||
| Amortization expense | 48 | 47 | ||||
| Deferred rent | — | 4 | ||||
| Stock option compensation expense | 118 | — | ||||
| Changes in operating assets and liabilities | ||||||
| Accounts receivable | (164 | ) | 145 | |||
| Inventories | (1,964 | ) | 197 | |||
| Prepaid expenses and other | (662 | ) | (89 | ) | ||
| Accounts payable | (703 | ) | (299 | ) | ||
| Accrued expenses | (302 | ) | (76 | ) | ||
| Unearned warranty revenue | (2 | ) | (17 | ) | ||
| Customer deposits | 2,025 | (673 | ) | |||
| Net cash used in operating activities | (2,852 | ) | (1,378 | ) | ||
| Cash flows from investing activities | ||||||
| Purchases of property, plant and equipment | (2 | ) | — | |||
| Net cash used in investing activities | (2 | ) | — | |||
| Cash flows from financing activities | ||||||
| Cash acquired through Exchange Agreement | 8 | — | ||||
| Proceeds from equity raises, net of offering costs | 12,360 | — | ||||
| Payments on notes payable | (1,241 | ) | (14 | ) | ||
| Payments on line of credit | (590 | ) | (60 | ) | ||
| Proceeds from notes payable | — | 784 | ||||
| Net cash provided by financing activities | 10,537 | 710 | ||||
| Net increase (decrease) in cash and cash equivalents | 7,683 | (668 | ) | |||
| Cash and cash equivalents, beginning of the period | 1,269 | 1,058 | ||||
| Cash and cash equivalents, end of the period | $ | 8,952 | $ | 390 | ||
| Non-cash investing and financing activities: | ||||||
| Deferred IPO costs | $ | — | $ | 139 | ||
| Reclassification of IPO related costs from other assets to equity | $ | 1,116 | $ | — | ||
| Reverse capitalization, net of cash received | $ | 1,272 | $ | — | ||
| Cash paid during the period: | ||||||
| Interest | $ | 38 | $ | 108 |
Use of Non-GAAP Measures
The Company uses non-GAAP operating income, net income and loss per share as a measure that we believe is customarily used by investors and analysts to evaluate the financial performance of companies in addition to the GAAP measures that we present. Our management also believes that that the elimination of one-time items is useful in evaluating our core operating results and when comparing results to prior periods. However, non-GAAP metrics are not a measure of financial performance under accounting principles generally accepted in the United States of America and should not be considered an alternative to net income or operating income as an indicator of our operating performance or to net cash provided by operating activities as a measure of our liquidity.
| Reconciliation of loss<br> from operations to adjusted net loss, (in thousands except<br> for Loss per Share and shares outstanding) | 2Q22 | 2Q21 | YTD<br> FY22 | YTD FY21 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Loss from Operations | $ | (642 | ) | $ | (355 | ) | $ | (1,181 | ) | $ | (662 | ) |
| Adjustments: | ||||||||||||
| Stock Option Compensation Expense | $ | (62 | ) | - | $ | (118 | ) | - | ||||
| Line of Credit Guarantee | - | - | $ | (50 | ) | - | ||||||
| S-8 Auditors Fees - Incentive Plan Shares (IPO) | - | - | $ | (8 | ) | - | ||||||
| Staff Retention Bonuses (COVID-19) | $ | (160 | ) | - | $ | (210 | ) | - | ||||
| Total Adjustments | $ | (222 | ) | - | $ | (386 | ) | - | ||||
| Non-GAAP Loss from Operations | $ | (420 | ) | $ | (355 | ) | $ | (795 | ) | $ | (662 | ) |
| Interest Expense | $ | 1 | $ | 55 | $ | 38 | $ | 137 | ||||
| Non-GAAP Net Loss | $ | (421 | ) | $ | (410 | ) | $ | (833 | ) | $ | (799 | ) |
| Non-GAAP Loss per Share | $ | (0.04 | ) | $ | (0.07 | ) | $ | (0.08 | ) | $ | (0.14 | ) |
| Weighted Average Shares Outstanding, Basic and Diluted | 10,636,278 | 5,666,667 | 10,222,771 | 5,666,667 |