8-K
Algorhythm Holdings, Inc. (RIME)
View as plain text
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): November 21, 2023
THE
SINGING MACHINE COMPANY, INC.
(Exact name of registrant as specified in charter)
| Delaware | 001-41405 | 95-3795478 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
6301NW 5th Way, Suite 2900
FortLauderdale, FL 33309
(Address of principal executive offices) (Zip Code)
(954)596-1000
(Registrant’s telephone number, including area code)
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br>stock, par value $0.01 per share | MICS | The<br> Nasdaq Stock Market LLC (The Nasdaq Capital Market) |
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 ☐
If an emerging growth company, indicate by check mart 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. ☐
Item2.02 Results of Operations and Financial Condition
On November 21, 2023, The Singing Machine Company, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended September 30, 2023. The full text of the press release is furnished herewith as Exhibit 99.1.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth in such filing.
Item9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated November 21, 2023 |
| 101 | Pursuant<br> to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
SIGNATURE
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.
Date: November 21, 2023
| THE SINGING MACHINE COMPANY, INC. | |
|---|---|
| By: | /s/ Gary Atkinson |
| Gary<br> Atkinson | |
| Chief<br> Executive Officer |
Exhibit99.1
SingingMachine Announces Results of Operations For Second Quarter Fiscal 2024
FortLauderdale, FL, November 21, 2023 — The Singing Machine Company, Inc. (“Singing Machine” or the “Company”)(NASDAQ: MICS) — the North American leader in consumer karaoke products — today released its results of operations for the three months ended September 30, 2023. Financial highlights are as follows:
| ● | Revenues<br> for the 3 months ended September 30, 2023 were $15.9 million, as compared to $17.1 million<br> for the same period in the prior year. The $1.2 million (7.0%) decrease was largely due to<br> a backlog of orders late in the quarter that moved into early third quarter and a $0.9 million<br> co-op incentive accrual for planned holiday promotions. |
|---|---|
| ● | Gross<br> margins were 23.2% for the three-months ended September 30, 2023, as compared to 22.5% for<br> the same period in the prior year. The slight improvement was largely the result of changes<br> to newer, higher-margin yielding product mix and a significant reduction in ocean container<br> prices that lowered the Company’s cost of inbound freight. |
| ● | Operating<br> expenses were $3.6 million for the three-months ended September 30, 2023, as compared to<br> $3.3 million for the same period in the prior year. The $0.3 million (9.0%) increase was<br> in part due to approximately a $0.2 million increase in selling expenses, and approximately<br> a $0.1 million increase in general and administrative expenses. |
| ● | The<br> Company generated a net income of $0.1 million for the three months ended September 30, 2023,<br> as compared to $0.6 million. The decrease in profitability was in part due to lower sales,<br> and in part to the modest increase in operating expenses for the quarter. |
| ● | The<br> Company continued to maintain a conservatively capitalized balance sheet with $3.2 million<br> cash on hand, a positive working capital position of approximately $8.7 million and no material<br> debt as of September 30, 2023. |
Gary Atkinson, Singing Machine’s Chief Executive Officer, commented, “We are pleased to share our results of operations for this quarter with shareholders. We experienced several unique challenges this past quarter, most notably with our transition from an in-house logistics and shipping model to a fully outsourced 3PL model. After ten plus years of perfecting this process in-house, it was a significant accomplishment for the team to transition to this new model during our busiest time of year. This transition to an outsourced logistics model is expected to help mitigate the costs of rising warehousing and staffing expenses for the Company for many years to come.”
“Overall, I feel the Company is weathering the general headwinds facing the US retail environment very well. We have maintained all of our shelf space with our big box retailers, anticipated changes in retail demand, managed inventory down by $3.0 million compared to the same period last year, and we have successfully expanded our presence into Canada with more retail distribution supported by a local 3PL Canada warehouse.”
“This quarter we were also very active delivering new products to the market, which have been well-received as we gear up our marketing efforts for the upcoming buying season with our global retail partners in early 2024. We are looking to finish the current holiday season with strength and focus, and I personally look forward to providing further updates to all shareholders soon,” concluded Mr. Atkinson.
EarningsCall Information:
The Company will host a conference call today, Tuesday, November 21, 2023, beginning at 10:00 AM Eastern time to discuss these results. If you would like to participate on the call, please dial 800-225-9448 and use conference ID: MICS.
An audio rebroadcast of the call will be available later in the day after the earnings call and can be heard at: www.singingmachine.com/investors.
AboutThe Singing Machine
The Singing Machine Company, Inc. is the worldwide leader in consumer karaoke products. Based in Fort Lauderdale, Florida, and founded over forty years ago, the Company designs and distributes the industry’s widest assortment of at-home and in-car karaoke entertainment products. Their portfolio is marketed under both proprietary brands and popular licenses, including Carpool Karaoke and Sesame Street. Singing Machine products incorporate the latest technology and provide access to over 100,000 songs for streaming through its mobile app and select WiFi-capable products and is also developing the world’s first globally available, fully integrated in-car karaoke system. The Company also has a new philanthropic initiative, CARE-eoke by Singing Machine, to focus on the social impact of karaoke for children and adults of all ages who would benefit from singing. Their products are sold in over 25,000 locations worldwide, including Amazon, Costco, Sam’s Club, Target, and Walmart. To learn more, go to www.singingmachine.com.
InvestorRelations Contact:
investors@singingmachine.com
www.singingmachine.com
www.singingmachine.com/investors
Forward-LookingStatements
Thispress release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “may”,“could”, “expects”, “projects,” “intends”, “plans”, “believes”,“predicts”, “anticipates”, “hopes”, “estimates” and variations of such words and similarexpressions are intended to identify forward-looking statements. These statements involve known and unknown risks and are based uponseveral assumptions and estimates, which are inherently subject to significant uncertainties and contingencies, many of which are beyondthe Company’s control. Actual results may differ materially from those expressed or implied by such forward-looking statements.Factors that could cause actual results to differ materially include, but are not limited to, the risk factors described in the Company’sfilings with the Securities and Exchange Commission. The forward-looking statements are applicable only as of the date on which theyare made, and the Company does not assume any obligation to update any forward-looking statements.
TheSinging Machine Company, Inc.
CONDENSEDCONSOLIDATED BALANCE SHEETS
| March 31, <br> 2023 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current Assets | |||||
| Cash | 3,212,564 | $ | 2,894,574 | ||
| Accounts receivable, net of allowances of 243,412 and 165,986, respectively | 10,901,701 | 2,075,086 | |||
| Due from banks | 152,148 | - | |||
| Accounts receivable related parties | 164,923 | 239,078 | |||
| Inventories | 13,042,627 | 9,639,992 | |||
| Prepaid expenses and other current assets | 303,342 | 350,735 | |||
| Total Current Assets | 27,777,305 | 15,199,465 | |||
| Property and equipment, net | 457,173 | 633,207 | |||
| Operating leases - right of use assets | 4,002,595 | 561,185 | |||
| Other non-current assets | 346,239 | 254,740 | |||
| Total Assets | 32,583,312 | $ | 16,648,597 | ||
| Liabilities and Shareholders’ Equity | |||||
| Current Liabilities | |||||
| Accounts payable | 12,526,485 | $ | 1,769,348 | ||
| Accrued expenses | 2,747,502 | 2,265,424 | |||
| Prepaids from customers | 1,305,271 | 583,323 | |||
| Reserve for sales returns | 2,289,251 | 900,000 | |||
| Other current liabilities | 84,253 | 98,957 | |||
| Current portion of operating lease liabilities | 112,647 | 508,515 | |||
| Total Current Liabilities | 19,065,409 | 6,125,567 | |||
| Other liabilities, net of current portion | 14,844 | 103,997 | |||
| Operating lease liabilities, net of current portion | 3,825,115 | 87,988 | |||
| Total Liabilities | 22,905,368 | 6,317,552 | |||
| Commitments and Contingencies | |||||
| Shareholders’ Equity | |||||
| Preferred stock, 1.00 par value; 1,000,000 shares authorized; no shares issued and outstanding | - | - | |||
| Common stock 0.01 par value; 100,000,000 shares authorized; 4,220,259 and 3,184,439 shares issued and 4,220,259 and 3,167,489 outstanding, respectively | 42,203 | 31,675 | |||
| Additional paid-in capital | 31,514,831 | 29,822,205 | |||
| Subscriptions receivable | - | (5,891 | ) | ||
| Accumulated deficit | (21,879,090 | ) | (19,516,944 | ) | |
| Total Shareholders’ Equity | 9,677,944 | 10,331,045 | |||
| Total Liabilities and Shareholders’ Equity | 32,583,312 | $ | 16,648,597 |
All values are in US Dollars.
TheSinging Machine Company, Inc.
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended | For the Six Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30,<br> 2023 | September 30, <br> 2022 | September 30, <br> 2023 | September 30, <br> 2022 | |||||||||
| Net Sales | $ | 15,930,563 | $ | 17,113,636 | $ | 18,555,566 | $ | 28,805,690 | ||||
| Cost of Goods Sold | 12,196,677 | 13,260,617 | 13,972,830 | 21,863,138 | ||||||||
| Gross Profit | 3,733,886 | 3,853,019 | 4,582,736 | 6,942,552 | ||||||||
| Operating Expenses | ||||||||||||
| Selling expenses | 1,169,088 | 899,590 | 1,614,362 | 1,504,787 | ||||||||
| General and administrative expenses | 2,458,848 | 2,368,778 | 5,293,160 | 4,706,272 | ||||||||
| Total Operating Expenses | 3,627,936 | 3,268,368 | 6,907,522 | 6,211,059 | ||||||||
| Income (Loss) from Operations | 105,950 | 584,651 | (2,324,786 | ) | 731,493 | |||||||
| Other (Expenses) Income | ||||||||||||
| Gain on disposal of fixed assets | 44,296 | - | 44,296 | - | ||||||||
| Interest expense | (52,711 | ) | (185,827 | ) | (81,656 | ) | (353,753 | ) | ||||
| Total (Expenses) income, net | (8,415 | ) | (185,827 | ) | (37,360 | ) | (353,753 | ) | ||||
| Income (Loss) Before Income Tax Benefit | 97,535 | 398,824 | (2,362,146 | ) | 377,740 | |||||||
| Income Tax Benefit | - | (102,357 | ) | - | (97,276 | ) | ||||||
| Net Income (Loss) | $ | 97,535 | $ | 296,467 | $ | (2,362,146 | ) | $ | 280,464 | |||
| Net Income (Loss) per Common Share | ||||||||||||
| Basic | $ | 0.02 | $ | 0.10 | $ | (0.58 | ) | $ | 0.11 | |||
| Diluted | $ | 0.02 | $ | 0.08 | $ | (0.58 | ) | $ | 0.09 | |||
| Weighted Average Common and Common Equivalent Shares: | ||||||||||||
| Basic | 4,220,259 | 3,071,131 | 4,063,697 | 2,484,660 | ||||||||
| Diluted | 4,220,259 | 3,610,188 | 4,063,697 | 2,961,631 |
TheSinging Machine Company, Inc.
CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Six Months Ended | ||||||
|---|---|---|---|---|---|---|
| September 30, <br> 2023 | September 30, <br> 2022 | |||||
| Cash flows from operating activities | ||||||
| Net (loss) income | $ | (2,362,146 | ) | $ | 280,464 | |
| Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||||
| Depreciation | 234,448 | 120,390 | ||||
| Change in inventory reserve | 132,386 | 466,000 | ||||
| Change in allowance for bad debts | 77,426 | 155,403 | ||||
| Gain from disposal of property and equipment | (44,296 | ) | - | |||
| Stock based compensation | 99,259 | 231,213 | ||||
| Amortization of right of use assets | 433,086 | 417,068 | ||||
| Deferred taxes | - | 80,081 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (8,904,041 | ) | (8,011,050 | ) | ||
| Due from banks | (152,148 | ) | (976,166 | ) | ||
| Accounts receivable - related parties | 74,155 | 70,547 | ||||
| Inventories | (3,535,021 | ) | (2,326,800 | ) | ||
| Prepaid expenses and other current assets | 47,393 | 193,984 | ||||
| Other non-current assets | (91,499 | ) | (107,400 | ) | ||
| Accounts payable | 10,757,137 | 4,742,478 | ||||
| Accrued expenses | 482,078 | 811,932 | ||||
| Refunds due to customers | 721,948 | (4,043 | ) | |||
| Reserve for sales returns | 1,389,251 | 700,606 | ||||
| Operating lease liabilities | (533,237 | ) | (424,912 | ) | ||
| Net cash used in operating activities | (1,173,821 | ) | (3,580,205 | ) | ||
| Cash flows from investing activities | ||||||
| Purchase of property and equipment | (67,978 | ) | (87,801 | ) | ||
| Disposal of property and equipment | 53,860 | - | ||||
| Net cash used in investing activities | (14,118 | ) | (87,801 | ) | ||
| Cash flows from financing activities | ||||||
| Proceeds from issuance of stock, net of offering costs | 1,603,895 | 3,362,750 | ||||
| Collection of subscriptions receivable | 5,891 | - | ||||
| Payments on installment notes | (103,857 | ) | (36,372 | ) | ||
| Proceeds from exercise of common stock warrants | - | 865,203 | ||||
| Proceeds from exercise of pre-funded warrants | - | 168,334 | ||||
| Payments on finance leases | - | (3,709 | ) | |||
| Net cash provided by financing activities | 1,505,929 | 4,356,206 | ||||
| Net change in cash | 317,990 | 688,200 | ||||
| Cash at beginning of year | 2,894,574 | 2,290,483 | ||||
| Cash at end of period | $ | 3,212,564 | $ | 2,978,683 | ||
| Supplemental disclosures of cash flow information: | ||||||
| Cash paid for interest | $ | 6,280 | $ | 331,225 | ||
| Right of use assets exchanged for lease liabilities | $ | 3,874,496 | $ | - |