SGE Strong Global Entertainment Inc

 

 

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

 

May 14, 2024

Date of Report (Date of earliest event reported)

 

STRONG GLOBAL ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

 

British Columbia, Canada		001-41688		N/A
(State or other jurisdiction of		(Commission		(IRS Employer
incorporation or organization)		File No.)		Identification Number)

 

108 Gateway Blvd, Suite 204 Mooresville, NC		28117
(Address of principal executive offices)		(Zip Code)

 

(704) 994-8279

(Registrant’s telephone number including area code)

 

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 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:

 

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Class A Common Voting Shares, without par value		SGE		NYSE American

 

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

 

Strong Global Entertainment, Inc. (the “Company”) issued a press release on May 14, 2024, with earnings information for the Company’s fiscal quarter ended March 31, 2024. The press release is furnished with this Current Report on Form 8-K (this “Current Report”) as Exhibit 99.1.

 

Item 7.01 Regulation FD Disclosure

 

The information set forth under Item 2.02 of this Current Report is incorporated herein by reference.

 

The information contained in Items 2.02 and 7.01 to this Current Report, including in Exhibit 99.1, is being “furnished” and, as such, 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 the liabilities of that section, nor shall it be incorporated by reference into 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.

 

Forward Looking Statements

 

In addition to the historical information in this Current Report and in the exhibits furnished with this Current Report, it includes forward-looking statements which involve a number of risks and uncertainties, including but not limited to those discussed in the “Risk Factors” section contained in Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on May 14, 2024, and the following risks and uncertainties: the Company’s ability to maintain and expand its revenue streams to compensate for the lower demand for the Company’s digital cinema products and installation services; potential interruptions of supplier relationships or higher prices charged by suppliers; the Company’s ability to successfully compete and introduce enhancements and new features that achieve market acceptance and that keep pace with technological developments; the Company’s ability to successfully execute its capital allocation strategy or achieve the returns it expects from these holdings; the Company’s ability to maintain its brand and reputation and retain or replace its significant customers; challenges associated with the Company’s long sales cycles; the impact of a challenging global economic environment or a downturn in the markets; the effects of economic, public health, and political conditions that impact business and consumer confidence and spending, including rising interest rates, periods of heightened inflation and market instability, the outbreak of any highly infectious or contagious diseases, such as COVID-19 and its variants or other health epidemics or pandemics, and armed conflicts, such as the ongoing military conflict in Ukraine and related sanctions; economic and political risks of selling products in foreign countries (including tariffs); risks of non-compliance with U.S. and foreign laws and regulations, potential sales tax collections and claims for uncollected amounts; cybersecurity risks and risks of damage and interruptions of information technology systems; the Company’s ability to retain key members of management and successfully integrate new executives; the Company’s ability to complete acquisitions, strategic investments, entry into new lines of business, divestitures, mergers or other transactions on acceptable terms, or at all; the impact of economic, public health and political conditions on the companies in which the Company holds equity stakes; the Company’s ability to utilize or assert its intellectual property rights, the impact of natural disasters and other catastrophic events, whether natural, man-made, or otherwise (such as the outbreak of any highly infectious or contagious diseases, or armed conflict); the adequacy of the Company’s insurance; the impact of having a controlling stockholder and vulnerability to fluctuation in the Company’s stock price. Given the risks and uncertainties, readers should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results which may not occur as anticipated. Many of the risks listed above have been, and may further be, exacerbated by the impact of economic, public health (such as a resurgence of the COVID-19 pandemic) and political conditions (such as the military conflict in Ukraine) that impact consumer confidence and spending, particularly in the cinema, entertainment, and other industries in which the Company and its subsidiaries operate, and the worsening economic environment. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described herein, as well as others not now anticipated. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except where required by law, the Company assumes no obligation to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release, dated May 14, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	STRONG GLOBAL ENTERTAINMENT, INC.
Date: May 14, 2024	By:	/s/ Todd R. Major
		Todd R. Major
		Chief Financial Officer

 

 

 

Exhibit 99-1

 

 

Strong Global Entertainment Reports First Quarter 2024 Operating Results

 

Mooresville, N.C., – May 14, 2024 – Strong Global Entertainment, Inc. (NYSE American: SGE) (the “Company” or “Strong Global Entertainment”) today announced operating results for the first quarter ended March 31, 2024.

 

First Quarter 2024 Highlights

 

	●	Revenue increased 11.2% to $11.1 million for the quarter - The acquisition of Innovative Cinema Solutions (“ICS”) and increased product sales contributed favorably to revenue growth.
	●	Gross profit improved to 24.0% of revenue for the quarter from 23.3% in the prior year with favorable product mix.
	●	In April 2024, announced a transaction to merge Strong/MDI Screen Systems, Inc. “(Strong/MDI”) with FG Acquisition Corp., a Canadian special purpose acquisition company, which will be renamed Saltire, Inc.

 

○

Transaction values Strong/MDI at $30 million. Strong Global Entertainment will retain a significant economic stake, participating in the future growth and success of Strong/MDI and Saltire.

 

●

Marketplace momentum for laser upgrades and our international expansion continue to position the Company for growth.

 

Mark Roberson, Chief Executive Officer, commented, “The first quarter of 2024 continued the positive trends from 2023 as demand for laser projection and customer upgrade initiatives favorably impact revenue and margins. The ICS acquisition continues to perform, and we believe there are other opportunities in the market to accelerate scale in the services business. The Strong/MDI transaction represents a compelling valuation, and we are very excited to participate in the future growth of Saltire.”

 

Select Financial Highlights

 

	●	Revenue increased 11.2% to $11.1 million in the first quarter of 2024 from $10.0 million in the first quarter of 2023 due to increased sales of projection screens and equipment, as well as increased demand for installation and maintenance services. The increase in demand from cinema customers was due to a combination of increased sales efforts, expanded market share and a rebound in the rate of investment by exhibitors for the upgrade of their auditoriums, particularly related to the pace of laser projection upgrades. Strong Global Entertainment expects the upgrade activity to be a multi-year catalyst in the industry.
	●	Gross profit increased to $2.7 million or 24.0% of revenues in 2024 compared to $2.3 million or 23.3% in 2023. The increase resulted primarily from increased demand for large format projection cinema screens and maintenance services, and this was the first full quarter of contribution from the ICS acquisition.
	●	Income from operations was $0.2 million for the first quarter of 2024 compared to $0.5 million during 2023. We incurred higher general and administrative expenses in connection with operating as an independent public company following the separation in May 2023, which was partially offset by the increase in gross profit.
	●	Net income from continuing operations was $0.1 million as compared to $0.6 million in 2023.
	●	Adjusted EBITDA decreased to $0.4 million as compared to $0.8 million in the prior year, as increased profitability from products and services from continuing operations was offset by the increased general and administrative costs primarily related to expenses associated with operating as a stand-alone public company.

 

 

About Strong Global Entertainment, Inc.

 

Strong Global Entertainment, Inc., a majority owned subsidiary of Fundamental Global Inc., is a leader in the entertainment industry, providing mission critical products and services to cinema exhibitors and entertainment venues for over 90 years. The Company manufactures and distributes premium large format projection screens, provides comprehensive managed services, technical support and related products and services primarily to cinema exhibitors, theme parks, educational institutions, and similar venues. In addition to traditional projection screens, the Company manufactures and distributes its Eclipse curvilinear screens, which are specially designed for theme parks, immersive exhibitions, as well as simulation applications. It also provides maintenance, repair, installation, network support services and other services to cinema operators, primarily in the United States.

 

About Fundamental Global Inc.

 

Fundamental Global Inc. (Nasdaq: FGF, FGFPP) and its subsidiaries engage in diverse business activities including reinsurance, asset management, merchant banking, manufacturing and managed services.

 

The FG^® logo and Fundamental Global^® are registered trademarks of Fundamental Global LLC.

 

Use of Non-GAAP Measures

 

Strong Global Entertainment, Inc. prepares its consolidated financial statements in accordance with United States generally accepted accounting principles (“GAAP”). In addition to disclosing financial results prepared in accordance with GAAP, the Company discloses information regarding Adjusted EBITDA (“Adjusted EBITDA”), which differs from the commonly used EBITDA (“EBITDA”). Adjusted EBITDA both adjusts net income (loss) to exclude income taxes, interest, and depreciation and amortization, and excludes share-based compensation, impairment charges, severance, foreign currency transaction gains (losses), transactional gains and expenses, gains on insurance recoveries, and other cash and non-cash charges and gains.

 

EBITDA and Adjusted EBITDA are not measures of performance defined in accordance with GAAP. However, Adjusted EBITDA is used internally in planning and evaluating the Company’s operating performance. Accordingly, management believes that disclosure of these metrics offers investors, bankers and other stakeholders an additional view of the Company’s operations that, when coupled with the GAAP results, provides a more complete understanding of the Company’s financial results.

 

EBITDA and Adjusted EBITDA should not be considered as an alternative to net income (loss) or to net cash from operating activities as measures of operating results or liquidity. The Company’s calculation of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures used by other companies, and the measures exclude financial information that some may consider important in evaluating the Company’s performance.

 

EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation, or as substitutes for analysis of the Company’s results as reported under GAAP. Some of these limitations are: (i) they do not reflect the Company’s cash expenditures, or future requirements for capital expenditures or contractual commitments, (ii) they do not reflect changes in, or cash requirements for, the Company’s working capital needs, (iii) EBITDA and Adjusted EBITDA do not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on the Company’s debt, (iv) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements, (v) they do not adjust for all non-cash income or expense items that are reflected in the Company’s statements of cash flows, (vi) they do not reflect the impact of earnings or charges resulting from matters management considers not to be indicative of the Company’s ongoing operations, and (vii) other companies in the Company’s industry may calculate these measures differently than the Company does, limiting their usefulness as comparative measures.

 

 

Management believes EBITDA and Adjusted EBITDA facilitate operating performance comparisons from period to period by isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. These potential differences may be caused by variations in capital structures (affecting interest expense), tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses) and the age and book depreciation of facilities and equipment (affecting relative depreciation expense). The Company also presents EBITDA and Adjusted EBITDA because (i) management believes these measures are frequently used by securities analysts, investors and other interested parties to evaluate companies in the Company’s industry, (ii) management believes investors will find these measures useful in assessing the Company’s ability to service or incur indebtedness, and (iii) management uses EBITDA and Adjusted EBITDA internally as benchmarks to evaluate the Company’s operating performance or compare the Company’s performance to that of its competitors.

 

Forward-Looking Statements

 

In addition to the historical information included herein, this press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the public offering filed with the SEC. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

 

Investor Relations Contacts:

 

IR@strong-entertainment.com

 

 

Strong Global Entertainment, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands)

(Unaudited)

 

		March 31, 2024				December 31, 2023
		(Unaudited)
Assets
Current assets:
Cash and cash equivalents		$	5,111			$	5,470
Accounts receivable, net			6,299				6,476
Inventories, net			4,446				4,079
Assets of discontinued operations			-				940
Other current assets			1,264				1,062
Total current assets			17,120				18,027
Property, plant and equipment, net			1,488				1,592
Operating lease right-of-use assets			4,697				4,793
Finance lease right-of-use asset			1,136				1,201
Goodwill			881				903
Other long-term assets			26				10
Total assets		$	25,348			$	26,526
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	3,642			$	3,544
Accrued expenses			2,975				3,112
Payable to FG Group Holdings Inc.			119				129
Short-term debt			2,453				2,456
Current portion of long-term debt			271				270
Current portion of operating lease obligations			403				397
Current portion of finance lease obligations			258				253
Deferred revenue and customer deposits			1,867				1,318
Liabilities of discontinued operations			161				1,392
Total current liabilities			12,149				12,871
Operating lease obligations, net of current portion			4,361				4,460
Finance lease obligations, net of current portion			904				971
Long-term debt, net of current portion			234				301
Deferred income tax liabilities, net			135				125
Other long-term liabilities			4				4
Total liabilities			17,787				18,732
Commitments, contingencies and concentrations
Stockholders’ Equity:
Preferred stock			-				-
Paid-in-capital related to Class A and Class B common stock			15,814				15,740
Accumulated deficit			(2,785	)			(2,712	)
Accumulated other comprehensive loss			(5,468	)			(5,234	)
Total stockholders’ equity			7,561				7,794
Total liabilities and stockholders’ equity		$	25,348			$	26,526

 

  

Strong Global Entertainment, Inc. and Subsidiaries

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited) 

 

		Three Months Ended March 31,
		2024				2023
Net product sales		$	8,022			$	7,204
Net service revenues			3,048				2,747
Total net revenues			11,070				9,951
Cost of products			5,938				5,465
Cost of services			2,475				2,166
Total cost of revenues			8,413				7,631
Gross profit			2,657				2,320
Selling and administrative expenses:
Selling			518				534
Administrative			1,959				1,240
Total selling and administrative expenses			2,477				1,774
Income from operations			180				546
Other income (expense):
Interest expense, net			(115	)			(56	)
Foreign currency transaction gain			162				117
Other income, net			25				12
Total other income			72				73
Income from continuing operations before income taxes			252				619
Income tax expense			(133	)			(55	)
Net income from continuing operations			119				564
Net loss from discontinued operations			(192	)			(191	)
Net (loss) income		$	(73	)		$	373
Basic net (loss) income per share:
Continuing operations		$	0.01			$	0.09
Discontinued operations			(0.02	)			(0.03	)
Basic net (loss) income per share		$	(0.01	)		$	0.06
Diluted net (loss) income per share:
Continuing operations		$	0.01			$	0.09
Discontinued operations			(0.02	)			(0.03	)
Diluted net (loss) income per share		$	(0.01	)		$	0.06
Weighted-average shares used in computing net (loss) income per share:
Basic			7,877				6,000
Diluted			7,883				6,000

 

 

Strong Global Entertainment, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

		Three Months Ended March 31,
		2024				2023
Cash flows from operating activities:
Net income from continuing operations		$	119			$	564
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Provision for (recovery of) doubtful accounts			18				(18	)
Provision for obsolete inventory			14				14
Provision for warranty			10				44
Depreciation and amortization			153				179
Gain on acquisition of ICS assets			(23	)			-
Amortization and accretion of operating leases			158				16
Deferred income taxes			10				(19	)
Stock-based compensation expense			74				18
Changes in operating assets and liabilities:
Accounts receivable			527				593
Inventories			(419	)			(284	)
Current income taxes			102				130
Other assets			(216	)			(418	)
Accounts payable and accrued expenses			(693	)			(135	)
Deferred revenue and customer deposits			555				618
Operating lease obligations			(154	)			(19	)
Net cash provided by operating activities from continuing operations			235				1,283
Net cash used in operating activities from discontinued operations			(492	)			(513	)
Net cash (used in) provided by operating activities			(257	)			770
Cash flows from investing activities:
Capital expenditures			(22	)			(75	)
Net cash used in investing activities from continuing operations			(22	)			(75	)
Net cash used in investing activities from discontinued operations			-				(83	)
Net cash used in investing activities			(22	)			(158	)
Cash flows from financing activities:
Principal payments on short-term debt			(21	)			(250	)
Principal payments on long-term debt			(67	)			(9	)
Borrowings under credit facility			2,839				1,596
Repayments under credit facility			(2,765	)			(225	)
Payments on finance lease obligations			(61	)			(25	)
Net cash transferred to parent			-				(1,217	)
Net cash used in financing activities from continuing operations			(75	)			(130	)
Net cash provided by financing activities from discontinued operations			-				-
Net cash used in financing activities			(75	)			(130	)
Effect of exchange rate changes on cash and cash equivalents			(5	)			(20	)
Net increase in cash and cash equivalents from continuing operations			133				1,058
Net decrease in cash and cash equivalents from discontinued operations			(492	)			(596	)
Net (decrease) increase in cash and cash equivalents			(359	)			462
Cash and cash equivalents at beginning of period			5,470				3,615
Cash and cash equivalents at end of period		$	5,111			$	4,077

 

 

Strong Global Entertainment, Inc. and Subsidiaries

Reconciliation of Net Income (Loss) to Adjusted EBITDA

(In thousands)

(Unaudited)

 

		Three Months Ended March 31,
		2024				2023
Net (loss) income		$	(73	)		$	373
Net loss from discontinued operations			192				191
Net income from continuing operations			119				564
Interest expense, net			115				56
Income tax expense			133				55
Depreciation and amortization			153				179
EBITDA			520				854
Stock-based compensation expense			74				18
Adjust gain on purchase of ICS			(23	)			-
Foreign currency transaction loss (gain)			(162	)			(117	)
Adjusted EBITDA		$	409			$	755

 

 

v3.24.1.1.u2

Cover	May 14, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 14, 2024
Entity File Number	001-41688
Entity Registrant Name	STRONG GLOBAL ENTERTAINMENT, INC.
Entity Central Index Key	0001893448
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	108 Gateway Blvd
Entity Address, Address Line Two	Suite 204
Entity Address, City or Town	Mooresville
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28117
City Area Code	(704)
Local Phone Number	994-8279
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Voting Shares, without par value
Trading Symbol	SGE
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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