MITQ Moving iMage Technologies Inc

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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): February 14, 2024

MOVING iMAGE TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

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(714) 751-7998

(Registrant’s Telephone Number, Including Area Code)

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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 following provisions (see General Instruction A.2. below):

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Securities registered pursuant to Section 12(b) of the Act:

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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

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On February 14, 2024, Moving iMage Technologies, Inc. (the “Company”) issued a press release and conducted a conference call, both of which reported certain financial results for the fiscal quarter ended December 31, 2023. Copies of the press release and the transcript of the conference call are attached hereto as Exhibits 99.1 and 99.2, respectively, and the information therein is incorporated herein by reference.

The press release attached as Exhibit 99.1 to this Current Report on Form 8-K includes certain non-GAAP financial measures as defined by the U.S. Securities and Exchange Commission (the “SEC”). Management believes that these non-GAAP financial measures are useful to investors because it excludes a one-time event. These non-GAAP financial measures exclude the three months ended December 31, 2022 $269,000 unrealized gain and the $(110,000) realized losses as well as the six months ended December 31, 2022 $129,000 unrealized gain and the $(135,000) realized losses which the Company believes are not reflective of its ongoing operations and performance. These December 31, 2022 non-GAAP items represent a one-time event and did not reoccur in December 30, 2023. Management believes that these non-GAAP financial measures enhance investors’ understanding of the Company’s financial and operating performance from period to period and enable investors to evaluate the Company’s operating results and future prospects in the same manner as management. Reconciliations of these non-GAAP financial measures to the most directly comparable financial measure calculated and presented in accordance with GAAP are set forth below. This information should be considered as supplemental in nature and not as a substitute for, or superior to, any measure of performance prepared in accordance with GAAP.

The following presentation contains Non-GAAP Net Income and Income per Share, to supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles (GAAP). We adjusted Other Income (Expense) to remove the one-time 2023 unrealized and realized losses from marketable securities from our GAAP prepared statement.

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The information under Item 2.02 above is incorporated herein by reference.

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The information reported under this Item 7.01 in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached herein, 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 of the Exchange Act, regardless of any general incorporation language in such filing

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Item 9.01Financial Statements and Exhibits.

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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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Exhibit 99.1

Moving iMage Technologies Announces Second Quarter Fiscal 2024 Results

Fountain Valley, CA – February 14, 2024: 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 second quarter ended December 31, 2023.

“As expected, our second quarter results were down versus last year, reflecting the end to the Shuttered Venue Operators Grant, or SVOG, spending and the impact of the writers’ and actors’ strikes, which negatively impacted the box office and our customers’ ability to build budgets for 2024,” said Phil Rafnson, chairman and chief executive officer, MiT. “As a result of these delays, we saw no major projects move forward during the quarter, however, we did see continued benefits from the ongoing technology upgrade cycle.”

Second Quarter Highlights (Fiscal 2024 versus Fiscal 2023)

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Fiscal 2024 Commentary

“With the strikes behind us, the film industry is returning to normalized movie-making and marketing operations, but the impact from the strikes will be felt in the box office growth rates this year, which analysts expect to be flat to down. Additionally, our customers have just recently set or are establishing their budgets for 2024, which we hope will reflect more robust spending on new projects during the year's second half (our first half of fiscal 2025).

“While the overall industry recovers from the strikes, our customers continue to upgrade technology for projectors and servers, and we are also having early success getting LEA Professional smart power amplifiers scoped into future projects. Additionally, several large potential customers are evaluating this product line for replacing current power amplifiers as they fail and need replacing at existing cinemas. We believe the latter, the attrition market for LEA smart power amplifiers, represents a $30-60 million annual TAM in North America for us to penetrate over time.

“We also continued to move forward with our emerging product lines in recent months. Our

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E-caddy concept was well received by the handful of Major League Baseball stadium executives we met. We are now preparing for in-factory field validation and testing of the hardware and firmware, a precursor to real-world field testing. At the same time, we are scoping out the service opportunity for this offering, which we believe can potentially transform the Company over the next several years.” concluded Rafnson.

Dial-in and Webcast Information

Date/Time: Wednesday, February 14, 2024, 11:00 a.m. ET

Toll-Free: 1-877-407-4018
Toll/International: 1-201-689-8471

Call me™: 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=1655735&tp_key=73206c05af

Telephone Replay
Replay Dial-In: 1-844-512-2921 or 1-412-317-6671
Replay Expiration: Wednesday, February 28, 2024 at 11:59 p.m. ET
Access ID: 13744353
Telephone Replays will be made available after conference end time.

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, 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-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

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similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. While these forward-looking statements represent our current judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statements due to numerous important factors. Our filings with the SEC provide detailed information 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

Vice President, Investor Relations and Strategic Communications for MiT

Senior Managing Director, Hayden IR

(346) 396-8696

Brian@haydenir.com

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MOVING IMAGE TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

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Use of Non-GAAP Measures

The Company uses non-GAAP net income/loss and earnings/loss per share as a measure 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 eliminating one-time items and non-cash stock compensation expense is useful in evaluating our core operating results and comparing results to prior periods. However, non-GAAP metrics are not a measure of financial performance under GAAP in the United States of America and should not be considered an alternative to Net Income as an indicator of our operating performance.

RECONCILIATION OF NON-GAAP ITEMS

(in $millions except for per share numbers)

Exhibit 99.2

Brian Siegel

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Thank you, Operator.

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Good morning and welcome to Moving iMage Technologies' earnings conference call and webcast.

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With me today is Chairman and CEO, Phil Rafnson, who will provide an industry overview; Co-Founder and Executive VP of Sales and Marketing, Joe Delgado, who will provide a strategy and business overview; and our CFO, Bill Greene. For those of you that have not seen today's release, it is available in the Investors section of our website.

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Before beginning, I would like to remind everyone that, except for historical information, the matters discussed in this presentation are forward-looking statements that involve several risks and uncertainties. Words like believe, expect, anticipates, mean that these are our best estimates as of this writing, but that there can be no assurances that expected or anticipated results or events will actually take place. Actual future results could differ materially from those statements. Further information on the Company's risk factors is contained in the Company's quarterly and annual reports filed with the SEC.

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Now, I'd like to turn the call over to Phil. Phil, take it away.

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Phil Rafnson

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Thank you, Brian, and thank you all for joining us today. I'm Phil Rafnson, CEO of Moving iMage Technologies, or MiT. As you look at MiT as an investment, industry and company-specific factors will contribute to our future performance. First, I'll address the cinema industry as it stands today, and then Joe will discuss why we’re so excited about the future, where we are introducing potentially disruptive technologies into cinema, Esports, stadiums, arenas and other live entertainment venues.

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Historically, our business has been cyclical, driven by new technology and technology upgrade cycles. We are currently in the early days of one right now, where newer technologies such as laser projectors with upgraded servers, new screens and smart sound systems are being purchased to replace older technologies. Additionally, we are seeing cinema owners build new theaters, and upgrade or refurbish older ones. These new theaters often include new amenities such as dine-in, bars and more, all with the idea of making going to the movies a destination experience.

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From an industry growth standpoint, as I’ve discussed previously on these calls, COVID took its toll on the industry. Over the past few years, we have returned to a more normalized environment, with the box office originally expected to approach pre-pandemic levels in 2023. Unfortunately, the now-settled Hollywood strikes impacted the latter part of 2023 and are expected to be a headwind for box office growth in 2024 due to delays in filming and

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releasing new content. This will have a trickle down effect on our business for the remainder of fiscal 2024, which Joe and Brian will discuss in more detail.

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Before turning the call over to Joe, I'd like to thank our dedicated employees. Without them, we would not be in what I believe is the strongest position we've ever been in as a Company from an operational, financial product, and competitive perspective.

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Thank you. Joe?

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Joe Delgado

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Thank you, Phil, and good morning, everyone.

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I'll start by briefly reviewing our business and providing updates on each area. Today, cinema is our core legacy business, which consists of FF&E projects and selling our proprietary US-manufactured goods and third-party technologies. As Phil mentioned, this part of our business has historically been more cyclical and lumpy, with project start dates often being pushed out. Additionally, FF&E projects tend to be at the low end of our gross margin profile, although there is strong operating leverage in this part of the business.

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In general, FF&E is the largest part of our business. However, given the lower margin profile, lumpiness, and timing factors I just mentioned, a major part of our strategy going forward is to shift our mix towards higher margin products, as well as smooth out the lumpiness and cyclicality.

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For Cinema, this includes expanding our existing lineup of over 50 proprietary manufactured products, including our ADA compliance products and Caddy lines, the former of which was a contributor to our strong first quarter results. By manufacturing these products, we can significantly increase our margins on FF&E projects and our overall company gross margin when sold à la carte.

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Additionally, our partnership with LEA Professional for smart power amps is another potential source of growth and margin expansion for both FF&E projects and a la carte sales. There are two parts to this opportunity. The first is power amplifier attrition. On average, each movie screen needs 5 or 6 power amps, and these tend to have annual attrition rates of 5-10%. We estimate the total installed market for power amps in North America to be about $630 million dollars, so the annual TAM is around $30-60 million. Given LEA is so confident in its product quality, it’s warranty is two times the industry standard, combined with supply chain and quality challenges at their competitors, which are also de-emphasizing the cinema market, I feel optimistic about sales continuing to ramp in FY24 as we are currently in testing with several large cinema chains. The second part of this opportunity is the new builds and the refurb/upgrades of cinemas. For example, we have scoped LEA smart power amps into upcoming projects with two cinema chains, and we expect to continue to expand this opportunity throughout 2024 and beyond.

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Now I’ll provide an update on the MiTranslator, our multi-language technology solution with a recurring revenue stream that forms the high end of our accessibility strategy. The market in North America alone is tremendous, with over 70 million non-English proficient speakers who may not have previously attended the movies. With this product and service, those who did attend previously can now have a significantly enhanced moviegoing experience. This is a new product class for the industry, and adoption has yet to occur.

We are working with multiple industry groups to build awareness for this product and standardize this technology, and we believe that this industry effort bodes well for a successful ramp in MiTranslator, but likely in fiscal 2025. We will keep you apprised as things develop.

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CineQC, our SaaS-based quality control platform, is another example. CineQC is actually a third-party developed platform, and we own the global cinema distribution rights. We have been working with National Amusements, a large international movie circuit, on upgrading and improving this product for the past year. While we’ve made significant progress, we believe there is still work to do, and we plan to more directly control the software development going forward. However, once complete, we will have a much more robust, tested and scaleable offering to bring to other clients.

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The next opportunity for us is to move beyond Cinema. Here, we are targeting two areas – other live entertainment venues and Esports.

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I believe eSports has the potential to be a significant incremental growth driver for us in the years to come. There is an opportunity to create the Little League of Esports, hosted locally in cinema auditoriums, creating a safe, inclusive environment for kids to interact with each other in-person through gaming. We believe this is a very attractive value proposition for parents, cinema owners, us and our partner SNDBX. Here, our product, MovEsports, integrates 6 gaming stations with a master cart that enables live play on the big screen. Right now, SNDBX is out doing a funding round, which unfortunately is taking longer than we would hope. As such, we are working on contingencies to get this business off the ground more quickly, but it would be premature to discuss the details at this point.

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Finally, the growth opportunity I’m most excited about is what we currently call eCaddy. We have infused our Caddy product line of cupholders with technology and will develop applications and services for use in stadiums and arenas. We introduced the eCaddy concept to executives at a handful of  major league baseball stadiums over the past few months. We got great feedback on the type of applications that would excite them and identified other potential partners as well. At this point, we are preparing to do validation and testing work of the hardware and firmware in our factory, which is a precursor to field trials at stadiums. Concurrently, now that we’ve had discussions with potential customers, we are identifying the initial set of services that will be part of this offering.

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The TAM here is huge, with millions of existing seats becoming retrofit candidates in addition to new stadium and arena builds. The potential here on its own is tremendous, but in combination with eSports, MiTranslator, and CineQC, it can reshape our business and financial models in the future. We'll keep you appraised as we hit milestones.

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As I mentioned on our previous call, we have accelerated our strategy to expand outside North America. The opportunities here encompass many products that we believe can smoothly transition to international markets, including our new and development product lines. Additionally, the cinema market in Europe is just starting to recover from the pandemic, roughly two years after we did, so the timing for us to explore these opportunities couldn’t be better. Initially, we see the opportunity for LEA smart power amps and have already received requests for quotes from cinemas in the UK and Germany. We also see the opportunity for MiTranslator, and CineQC to move to international markets in the years to come, and SNDBX already has a pipeline established outside North America.

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Finally, we have an active corporate development program that includes the business development deals we made with SNDBX and LEA, acquisitions such as the ADA product line, and other ongoing activities.

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In conclusion, we are still in the early innings of our growth opportunity for our emerging technologies while our legacy business continues to improve.

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With that, I thank you, and I'll turn it over to Brian.

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Brian Siegel

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Thanks Joe, and thank you, everyone, for attending our earnings call. I'm going to spend a little time reviewing our model, and then I'll take you through the quarter, followed by a Q&A.

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To date, our legacy FF&E projects have been the key driver for our business, making up roughly 60% to 65% of revenue. As Joe and Phil mentioned, FF&E projects are more cyclical and can often see start dates pushed out, as we saw in FY23.

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We serve as a project manager, procuring and reselling FF&E and services for refurbishing, upgrading, and building new theaters. Since a large part of these projects involve pass-through costs with a small margin added in, project margins are in the mid-teens. We have several routes to improve these margins including upselling installation services, scoping our proprietary manufactured products into the project, through the resale of higher margin technology products, including projectors and servers, and more recently, sound system products through our relationship with LEA Professional.

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Next, we sell our higher margin proprietary manufactured offerings à la carte, which have margins ranging from 35% to 55% and include our fabrication, Caddy and ADA compliance products. Additionally, since we are in the early days of a multi-year technology upgrade cycle, we receive discreet orders for servers, projectors and LEA power amps, all of which have gross margins above the Company average.

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In the near future, as our emerging products like MiTranslator, CineQC, and eCaddy hit the market and start to scale, we expect our mix to shift even more significantly away from FF&E, as these products will likely have 50%+ gross margins.

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Now, moving to our second quarter results. We reported revenue of $3.3 million, down 33% versus last year. While on our last call we said that we expected revenue to be down materially in the quarter as last year saw a benefit from the tail end of the SVOG spending, we actually came in ahead of our internal forecasts. Of note, projects represented about 1/3 of the quarter’s revenue mix.

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Gross profit decreased 42% to $0.8 million. Gross margin was down 390 basis points to 23.2% in the quarter, resulting from an unfavorable product mix as we sold a number of large projectors that had lower resale margins.

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GAAP Operating expenses were $1.6 million, up 10% versus last year, mainly due to higher compensation expense.

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GAAP Operating loss was $0.8 million versus a loss of $0.1 million last year, demonstrating the downside of our high operating leverage.

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Both GAAP and non-GAAP net loss was $0.8 million or $0.07 per share, versus GAAP and non-GAAP net income of nil last year.

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Moving to the balance sheet, our cash and cash equivalents were $5.1 million at the end of the second quarter, down $1.3 million end of the first quarter, reflecting a decrease in payables, an increase in prepaids related to a systems upgrade, and increased receivables.  Finally, even with lower liquidity, we bought back about 109,000 shares during the quarter.

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Now I’ll provide an update on our FY24 outlook. The writers and actors strikes have impacted our customers by driving uncertainty into their 2024 budgeting process. For example, many of our customers have only recently finished this process, while others are still working through the process. As a result, we have less visibility than normal into the second half of the year beyond the projects we have received deposits on and existing orders.  With that said, we do expect the top line for our third quarter to return to year over year growth, however, gross margins will likely be down from last year due to a large order for seats, which have very low pass through gross margins, but no incremental operating expense impact.

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Next, I provided upside opportunities that were excluded from our forecast. I will now update these items.

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In summary, while the strikes are expected to disrupt the industry for most of this year, we continue to move forward with our initiatives that will drive growth for the Company in the years to come, but we prudently want to ensure that we have the right offerings and that they are ready for prime time before we start marketing more aggressively.

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Regarding catalysts, we plan to announce whatever orders we can through press releases and earnings calls this year, and of course we will provide any milestone updates related to our key emerging growth initiatives as appropriate.

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I want to thank everyone for attending today's call and look forward to speaking with you again on our next call in mid May.