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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2024

or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                    to                                   

Commission file number: 001-40511

Moving iMage Technologies, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

85-1836381

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

17760 Newhope Street,

Fountain Valley, California

92708

(Address of principal executive offices)

(Zip Code)

(714) 751-7998

(Registrant’s telephone number, including area code)

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 Stock, $0.00001 par value

MITQ

NYSE American

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No .

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No .

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer 

Accelerated filer 

Non-accelerated filer 

Smaller reporting company 

 

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. 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   No .

As of February 13, 2025, there were 9,896,850 shares of the registrant’s common stock, par value $0.00001 per share, outstanding.

MOVING iMAGE TECHNOLOGIES, INC.

TABLE OF CONTENTS

 

    

Page

PART I - FINANCIAL INFORMATION

ITEM 1.

Financial Statements

Condensed Consolidated Balance Sheets as of December 31 2024 (unaudited) and June 30, 2024

3

Condensed Consolidated Statements of Operations (unaudited) for the three and six months ended December 31, 2024 and 2023

4

Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the three and six months ended December 31, 2024 and 2023

5

Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended December 31, 2024 and 2023

6

Notes to Unaudited Condensed Consolidated Financial Statements

7

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

16

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

23

ITEM 4.

Controls and Procedures

23

 

PART II - OTHER INFORMATION

23

 

ITEM 1.

Legal Proceedings

23

ITEM 1A.

Risk Factors

23

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

24

ITEM 3.

Defaults Upon Senior Securities

24

ITEM 4.

Mine Safety Disclosures

24

ITEM 5.

Other Information

24

ITEM 6.

Exhibits

24

SIGNATURES

25

2

PART I – FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

MOVING IMAGE TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands except share and per share amounts)

    

December 31,

June 30, 

    

2024

    

2024

(unaudited)

Assets

 

  

 

  

 

Current Assets:

 

  

 

  

 

Cash

$

5,316

$

5,278

Accounts receivable, net

 

749

 

1,048

Inventories, net

 

2,121

 

3,117

Prepaid expenses and other 

 

202

 

470

Total Current Assets

 

8,388

 

9,913

Long-Term Assets:

 

  

 

  

Right-of-use asset

1,206

144

Property and equipment, net

 

21

 

28

Intangibles, net

 

393

 

422

Other assets

 

23

 

16

Total Long-Term Assets

 

1,643

 

610

Total Assets

$

10,031

$

10,523

 

 

  

Liabilities And Stockholders’ Equity

 

  

 

  

Current Liabilities:

 

  

 

  

Accounts payable

$

1,642

$

2,261

Accrued expenses

 

406

 

320

Customer refunds

423

399

Customer deposits

 

1,057

 

1,651

Lease liability–current

 

206

 

151

Unearned warranty revenue 

 

65

 

31

Total Current Liabilities

 

3,799

 

4,813

 

  

 

  

Long-Term Liabilities:

 

  

 

  

Lease liability–non-current

 

1,037

 

Total Long-Term Liabilities

 

1,037

 

Total Liabilities

 

4,836

 

4,813

Stockholders’ Equity

 

 

Common stock, $0.00001 par value, 100,000,000 shares authorized, 9,896,850 and 9,896,850 shares issued and outstanding at December 31, 2024 and June 30, 2024, respectively

Additional paid-in capital

12,003

11,965

Accumulated deficit

(6,808)

(6,255)

Total Stockholders’ Equity

5,195

5,710

Total Liabilities and Stockholders’ Equity

$

10,031

$

10,523

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

MOVING IMAGE TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except share and per share amounts)

(unaudited)

    

Three Months Ended

    

Six Months Ended

    

December 31,

December 31,

2024

2023

2024

2023

Net sales

$

3,441

$

3,265

$

8,693

$

9,900

Cost of goods sold

 

2,505

 

2,506

 

6,386

 

7,322

Gross profit

 

936

 

759

 

2,307

 

2,578

 

  

 

  

 

  

 

  

Operating expenses:

 

  

 

  

 

  

 

  

Research and development

 

47

 

72

 

109

 

139

Selling and marketing

 

462

 

628

 

991

 

1,170

General and administrative

 

988

 

889

 

1,836

 

1,716

Total operating expenses

 

1,497

 

1,589

 

2,936

 

3,025

Operating (loss)

 

(561)

 

(830)

 

(629)

 

(447)

Other income (expense)

 

  

 

  

 

  

 

  

Interest and other income, net

 

34

 

36

 

77

 

92

Total other income

 

34

 

36

 

77

 

92

Net (loss)

$

(527)

$

(794)

$

(552)

$

(355)

Weighted average shares outstanding: basic and diluted (Note 2)

9,896,850

10,655,686

9,896,850

10,670,732

Net (loss) income per common share basic and diluted

$

(0.05)

$

(0.07)

$

(0.06)

$

(0.03)

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

MOVING IMAGE TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands except for share amounts)

(unaudited)

Three and Six months ended December 30, 2024

Common Stock

    

Additional

    

Accumulated

    

Shares

    

Amount

Paid-In Capital

Deficit

Total

Balance as of June 30, 2024

9,896,850

$

$

11,965

$

(6,255)

$

5,710

Grant of options to officer

5

5

Net loss

(25)

(25)

Balance as of September 30, 2024

9,896,850

$

$

11,970

$

(6,281)

$

5,690

Grant of options to officer

32

32

Net loss

(527)

(527)

Balance as of December 31, 2024

9,896,850

$

$

12,003

$

(6,808)

$

5,195

Three and Six months ended December 31, 2023

Balance June 30, 2023

10,685,778

$

$

12,462

$

(4,883)

$

7,579

Grant of options to officer

5

5

Net profit

439

439

Balance as of September 30, 2023

10,685,778

$

$

12,467

$

(4,444)

$

8,023

Grant of options to officer

5

5

Share buyback and cancellation

(109,135)

(101)

(101)

Net loss

(794)

(794)

Balance as of December 31, 2023

10,576,643

$

$

12,371

$

(5,238)

$

7,133

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

MOVING IMAGE TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

    

Six Months Ended

December 31

2024

2023

Cash flows from operating activities:

Net (loss)

$

(552)

$

(355)

Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities:

Provision for credit losses

 

19

4

Inventory reserve

163

384

Depreciation expense

 

7

5

Amortization expense

 

29

29

Right-of-use amortization

 

133

133

Stock option compensation expense

37

10

Changes in operating assets and liabilities

Accounts receivable

 

280

(237)

Inventories

 

833

(424)

Prepaid expenses and other

 

260

(503)

Accounts payable

 

(619)

(315)

Accrued expenses and customer refunds

 

111

64

Unearned warranty revenue

 

34

14

Customer deposits

 

(594)

(38)

Lease liabilities

(103)

(135)

Net cash provided by (used in) operating activities

 

38

(1,364)

Cash flows from investing activities

Purchases of property and equipment

(12)

Net cash (used in) investing activities

 

(12)

Cash flows from financing activities

Stock Buyback

(101)

Net cash (used in) financing activities

 

(101)

Net increase (decrease) in cash

 

38

(1,477)

Cash, beginning of the period

 

5,278

6,616

Cash, end of the period

$

5,316

$

5,139

Non-cash investing and financing activities:

Right-of-use assets from new lease

$

(207)

$

Right-of-use assets from lease modification

$

(988)

$

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization: Moving iMage Technologies, Inc., a Delaware corporation, together with its wholly owned subsidiaries unless the context indicates otherwise, the (“Company”) was incorporated in June 2020. The Company, through its wholly owned subsidiary, Moving iMage Technologies, LLC (“MiT LLC”) and MiT LLC’s wholly-owned subsidiary, Moving iMage Acquisition Co., (DBA “Caddy Products”), designs, integrates, installs and distributes proprietary and custom designed equipment as well as off the shelf cinema products needed for contemporary cinema requirements. The Company also offers single source solutions for cinema design, procurement, installation and service to the creative and production communities for screening, digital intermediate and other critical viewing rooms. Additionally, the Company offers a wide range of technical, design and consulting services such as custom engineering, systems design, integration and installation, and digital technology, as well as software solutions for operations enhancement and theatre management. The Company also provides turnkey furniture, fixture and equipment services to commercial cinema exhibitors for new construction and remodels including design, consulting, installation and project management as well as procurement of seats, lighting, acoustical treatments, screens, projection and sound.

Moving iMage Acquisition Co. (DBA “Caddy Products”) designs, develops and manufactures innovative products for the entertainment, cinema, grocery, worship, restaurant, sports and restroom industries.

Impact of the COVID-19 Pandemic: The COVID-19 pandemic has had an unprecedented impact on the world and the movie exhibition industry. The social and economic effects have been widespread. At various points during the pandemic, authorities around the world-imposed measures intended to control the spread of COVID-19, including stay-at-home orders and restrictions on large public gatherings, which caused movie theaters in countries around the world to temporarily close. The repercussions of the COVID-19 global pandemic resulted in a significant impact to our customers, specifically those in the entertainment and cinema industries. As a result, the Company implemented various cash preservation strategies, including, but not limited to, temporary personnel and salary reductions, halting non-essential operating and capital expenditures, and negotiating modified timing and/or abatement of contractual payments with landlords and other major suppliers.

Throughout 2020 and through 2022 the theatres reopened as soon as local restrictions, and the status of the COVID-19 pandemic would allow. As of December 31, 2024, a large majority of domestic and international theatres were open. The industry’s recovery to historical levels of new film content, both in terms of the number of new films and box office performance, is still underway, as the industry also continues to adjust to evolving theatrical release windows, competition from streaming and other delivery platforms, supply chain delays, inflationary pressures, labor shortages, wage rate pressures and other economic factors.

Based on the management’s current estimates, it believes it will generate sufficient cash to sustain operations for a period of 12 months from the issuance of these financial statements.

Principles of Consolidation: The condensed consolidated financial statements include the accounts of MiT Inc., its wholly owned subsidiary, MiT LLC, and MiT LLC’s wholly owned subsidiary, Moving iMage Acquisition Co., (DBA “Caddy Products”). All significant intercompany transactions and balances have been eliminated in consolidation.

Basis of Presentation: The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Unaudited Interim Condensed Consolidated Financial Statements: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP. However, in the opinion of the management of the Company, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position and operating results have been included in these statements. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended June 30, 2024, and with the disclosures and risk factors presented therein. The June 30, 2024 condensed consolidated balance sheet has been derived from the audited consolidated financial statements. Operating results for the three and six months ended December 31, 2024 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending June 30, 2025.

7

NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Assets and Liabilities Measured on a Non-recurring Basis - In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis. Our non-financial assets, including goodwill, intangible assets and property and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized.

Use of Estimates: The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities (including sales returns, credit losses, inventory reserves, warranty reserves, purchase price allocation and asset impairments), disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

Concentration of Cash: The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Management believes the Company is not exposed to any significant credit risk on its cash balances.

Accounts Receivable: Accounts receivable are carried at original invoice amount less allowance for credit losses. Management determines the allowance for credit losses by identifying troubled accounts and by using historical experience applied to an aging of accounts. Accounts receivable are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. Accounts receivable are considered to be past due if any portion of the receivable balance is outstanding for more than 90 days past the customer’s granted terms. The Company does not charge interest on past-due balances or require collateral on its accounts receivable. As of December 31, 2024 and June 30, 2024 the allowance for credit losses is approximately $397,000 and $378,000, respectively.

Inventories: Inventories are stated at the lower of cost or net realizable value, with cost being determined on the first-in, first-out cost method of accounting. The Company purchases finished goods and materials to assemble kits in quantities that it anticipates will be fully used in the near term. Changes in operating strategy, customer demand, and fluctuations in market values can limit the Company’s ability to effectively utilize all products purchased and can result in finished goods with above-market carrying costs which may cause losses on sales to customers. The Company’s policy is to closely monitor inventory levels, obsolescence and lower market values compared to costs and, when necessary, reduce the carrying amount of its inventory to its net realizable value. As of December 31, 2024 and June 30, 2024, the inventory reserve was $1,269,000 and $1,106,000, respectively, and inventory on hand was comprised primarily of finished goods ready for sale.

Revenue Recognition: The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”).

Revenue is recognized when control of the promised goods is transferred at the point of shipment to a customer, and when performance conditions are satisfied at the customer location, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods as per the agreement with the customer. The Company generates all its revenue from agreements with customers based on equipment shipment dates and when customer location work is completed. In case agreements with multiple performance obligations, the Company identifies each performance obligation and evaluates whether the performance obligations are distinct within the context of the agreement at the agreement’s inception. Performance obligations that are not distinct at agreement inception are combined. The Company allocates the transaction price to each distinct performance obligation proportionately based on the estimated standalone selling price for each performance obligation and then evaluates how the services are transferred to the customer to determine the timing of revenue recognition.

The Company considers the U.S. GAAP criteria for determining whether to report revenue gross as a principal versus net as an agent. Factors considered include whether the Company is the primary obligor, has risks and rewards of ownership, and bears the risk that a customer may not pay for the products provided or services performed. If there are circumstances where the above criteria are not met, revenues recognized are presented net of cost of goods sold.

8

NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Contract assets consist of conditional or unconditional rights to consideration. Accounts receivable represent amounts billed to customers where the Company has an enforceable right to payment for performance completed to date (i.e., unconditional rights to consideration). The Company does not have contract assets that represent conditional rights to consideration.

Contract liabilities consist of customer refunds and warranty liabilities, as well as deposits received in advance on sales to certain customers. Such deposits are reflected as customer deposits and recognized in revenue when control of the products is transferred or when performance conditions are satisfied per the agreement. The change in contract liabilities (customer deposits and unearned warranty revenue) during the six months ended December 31, 2024 included $0.731 million for revenue recognized that was included in contract liability as of June 30 2024.

Contract Liabilities ($ in Thousands)

December 31,

June 30,

Contract Liabilities

2024

2024

Customer deposits

$

1,057

$

1,651

Unearned Revenue

65

31

Customer refunds

423

399

Total

$

1,545

$

2,081

Cost of goods sold includes cost of inventory sold during the period, net of vendor discounts and allowances, and shipping and handling costs, and sales taxes. Taxes collected from customers are included in accounts payable on a net basis (excluded from revenues) until remitted to the government.

Deferred contract acquisition costs consist of sales commissions paid to the sales force, and the related employer payroll taxes, and are considered incremental and recoverable costs of obtaining a contract with a customer. The Company has determined that sales commissions paid are an immaterial component of obtaining a customer’s contract and has elected to expense sales commissions when earned.

Three Months Ended

Six Months Ended

December 31,

December 31,

Disaggregation of Revenue ($ in Thousands)

    

2024

    

2023

    

2024

    

2023

Equipment upon delivery (point in time)

$

3,404

$

3,221

$

8,597

$

9,838

Installation (point in time)

 

23

 

27

 

67

 

27

Software and services (over time)

 

14

 

17

 

29

 

35

Total revenues

$

3,441

$

3,265

$

8,693

$

9,900

Revenue from the sale of equipment is recognized upon shipment of such equipment to customers and when performance conditions are satisfied at the custom location.

Revenue from installation labor is recognized upon completion of the installation project and when the performance obligation is complete.

Software subscription revenue for remote monitoring services is recognized on a straight-line basis over the term of the contract, usually one year. Services revenues are generally recognized over time as the contracts are performed.

Returns and Allowances: The Company records allowances for discounts and product returns at the time of sale as a reduction of revenue as such allowances can be reliably estimated based on historical experience and known trends.

Shipping and Handling Costs: Shipping and handling costs are included in cost of goods sold and are recognized as a period expense during the period in which they are incurred.

9

NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Advertising Costs: Advertising costs were approximately $8,200 and $6,200 for the three months ended December 31, 2024 and 2023, respectively and $12,200 and $9,600 for the six months ended December 31, 2024 and 2023, respectively. Advertising costs are expensed as incurred within selling and marketing expenses.

Intangible assets: Intangible assets arising from business combinations, such as customer relationships, trade names, and/or intellectual property, are initially recorded at fair value. The Company amortizes these intangible assets over the determined useful life which generally ranges from 11 to 20 years. Management reviews its intangible assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. There were no intangible asset impairments recognized for the three or six months ended December 31, 2024 or 2023.

Business Combinations: The Company includes the results of operations of the businesses that it acquires commencing on the respective dates of acquisition. The Company allocates the fair value of the purchase price of its acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill.

Income Taxes: The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The following table summarizes the components of deferred tax assets and deferred tax liabilities at December 31, 2024 and June 30, 2024 (in thousands):

$ in Thousands

    

Deferred Tax Assets (Liabilities)

December 31, 2024

 

June 30, 2024

Inventory reserve

$

355

$

309

Accumulated depreciation

 

(4)

 

(6)

Accumulated goodwill amortization

 

61

 

63

Accumulated intangible amortization

 

128

 

125

Deferred rent

 

10

 

2

Warranty reserve

 

18

 

9

Stock compensation

 

68

 

68

Net operating loss carryforward

 

1,635

 

1,481

Allowance for doubtful accounts

 

36

 

106

Net

 

2,307

 

2,157

Valuation allowance

 

(2,307)

 

(2,157)

Total

$

$

Leases: On July 1, 2022 the Company adopted ASU 2016-02, Leases (Topic 842) which requires lessees to recognize assets and liabilities for the rights and obligations created by most leases on their balance sheet. In accordance with ASC 842, on July 1, 2024 the Company recognized Right of Use Assets in the amount of $1,062,000 and a lease liability of $1,062,000 for the leases associated with its executive office and warehouse space, as described in Note 7.

Product Warranty: The Company’s digital equipment products are sold under various limited warranty arrangements ranging from one year to three years. Company policy is to establish reserves for estimated product warranty costs in the period when the related revenue is recognized. The Company has the right to return defective products for up to three years, depending on the manufacturers’ individual policies. As of December 31, 2024 and June 30, 2024, the Company has established a warranty reserve of $39,000 and $69,000, respectively, which is included in accrued expenses in the accompanying condensed consolidated balance sheets.

10

NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The changes in the Company’s aggregate warranty liabilities were as follows for the following periods (in thousands):

December 31,

June 30,

    

2024

2024

Product warranty liability, beginning of period

 

$

69

$

53

Accruals for warranties issued

 

259

250

Settlements made

 

(289)

(234)

Product warranty liability, end of period

 

$

39

$

69

Research and Development: The Company incurs costs to develop new products, as well as improve the appeal and functionality of its existing products. Research and development costs are charged to expense when incurred.

Recently Issued Accounting Pronouncements: 

In November 2023, FASB issued ASU 2023-07 on segment disclosures. The amendments will be effective for fiscal years beginning after December 15, 2024 (fiscal 2025 for the Company) and interim periods within fiscal years beginning after December 15, 2024 (fiscal 2026 for the Company).

NOTE 2 — LOSS PER SHARE

Basic loss per share data for each period presented is computed using the weighted average number of shares of common stock outstanding during each such period. Diluted loss per share data is computed using the weighted average number of common and potentially dilutive securities outstanding during each period. Potentially dilutive securities consist of shares that would be issued upon the exercise of stock options and warrants, computed using the treasury stock method. A reconciliation of basic and diluted loss per share is as follows:

Loss per Share

    

For the Three Months

    

For the Six Months

(In Thousands except for share

Ended December 31

Ended December 31

and per share price)

2024

2023

2024

2023

Numerator:

 

  

 

  

 

  

 

  

Net (loss)

$

(527)

$

(794)

$

(552)

$

(355)

Denominator:

 

  

 

  

 

  

 

  

Weighted average common shares outstanding, basic and diluted

 

9,896,850

 

10,655,686

9,896,850

 

10,670,732

Net (loss) per share

 

  

 

  

 

  

 

  

Basic and diluted

$

(0.05)

$

(0.07)

$

(0.06)

$

(0.03)

The following securities were excluded from the calculation of diluted loss per share in each period because their inclusion would have been anti-dilutive:

    

For the Six Months Ended

December 31

2024

2023

Options

 

450,000

 

250,000

Total potentially dilutive shares

 

450,000

 

250,000

For the three and six months ended December 31, 2024 the Company had a net loss. However, all potentially dilutive securities were also deemed to be anti-dilutive because their exercise price exceeded the weighted average trading price of the Company’s stock for the period.

11

NOTE 3— INTANGIBLE ASSETS

The following table summarizes the Company’s intangible assets as of December 31, 2024 (in thousands):

Amortization

Gross Asset

Accumulated

Net Book

    

Period

    

Cost

    

Amortization

    

Value

Customer relations

 

11 years

$

970

$

685

$

285

Patents

 

20 years

 

70

 

19

 

51

Trademark

 

20 years

 

78

 

21

 

57

 

  

$

1,118

$

725

$

393

The following table summarizes the Company’s intangible assets as of June 30, 2024 (in thousands):

Amortization

Gross Asset

Accumulated

Net Book

    

Period

    

Cost

    

Amortization

    

Value

Customer relations

 

11 years

$

970

$

660

$

310

Patents

 

20 years

 

70

 

17

 

53

Trademark

 

20 years

 

78

 

19

 

59

 

  

$

1,118

$

696

$

422

Amortization expense was $15,000 and $15,000 for the three months ended December 31, 2024 and 2023, respectively, and $29,000 and $29,000 for the six months ended December 31, 2024 and 2023, respectively, and is included in general and administrative expense.

Estimated amortization expense related to intangible assets subject to amortization at December 31, 2024 in each of the years subsequent to December 31, 2024, and thereafter is as follows (amounts in thousands);

2025

 

$

30

2026

 

59

2027

 

59

2028

59

2029

59

Thereafter

 

127

Total

$

393

NOTE 4— ACCRUED EXPENSES

Accrued expenses consist of the following (in thousands):

Accrued Expenses

December 31,

June 30,

($ in Thousands)

    

2024

    

2024

Employee compensation

$

304

$

178

Accrued warranty

39

69

Freight

9

32

Sales tax

9

14

Other

 

45

 

27

Total

$

406

$

320

12

NOTE 5 — STOCKHOLDERS’ EQUITY

In 2019, the Company adopted the 2019 Omnibus Incentive Plan (the “Plan”). The Plan, as amended, provides for the issuance of stock-based awards to employees. As of December 31, 2024, the Plan provides for the issuance of up to 1,500,000 stock-based awards. There are 1,020,000 stock-based awards available to grant under the Plan at December 31, 2024.

On March 6, 2023, the Board of Directors (the “Board”) of Moving iMage Technologies, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws that amends the quorum for a stockholders’ meeting or action to be at least 33 1/3% of all shares of stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy

On October 30, 2024, and as part of Francis Godfrey’s appointment as the Company’s President and Chief Operating Officer, the Board granted Francis Godfrey 200,000 options with an exercise price of $0.65 with 25% vesting immediately and the remainder vesting at 25per year thereafter. In December 2024, the Board of Directors granted Phil Rafnson, CEO, a $100,000 bonus in recognition of his prior salary concessions made and for his efforts in the revised Company budget and his leadership in securing Francois Godfrey as President.

The Company recognized compensation expense of approximately $32,000 and $5,000 for stock options during the three months ended December 31, 2024 and December 31, 2023, respectively, and $37,000 and $10,000 during the six months ended December 31, 2024 and December 31, 2023, respectively. None of these potentially dilutive securities were included in the computation of diluted earnings per share as their impact would be anti-dilutive.

The estimated fair value of each option award granted was determined on the date of grant using the Black-Scholes option valuation model. 200,000 were granted during the three and six months ended December 31, 2024. There were no option grants during the three and six months ended December 31, 2023:

December 31,

2024

Officer

Options

Risk-free interest rate

4.22

%  

Expected volatility

84

%  

Dividend yield

%  

Expected option term in years

5.5

 

A summary of the status of the Company’s stock options as of December 31, 2024 and changes during the six months ended December 31, 2024 are presented below.

    

    

Wtd. Avg.

Exercise

Options

Price

Balance, July 1, 2024

 

250,000

$

1.10

Granted during the period

 

200,000

 

0.65

Exercised during the period

 

 

Cancelled during the period

 

 

Balance, December 31, 2024

 

450,000

$

0.90

13

NOTE 5 — STOCKHOLDERS’ EQUITY (continued)

A summary of the status of the Company’s stock options as of December 31, 2023 and changes during the six months ended December 31, 2023 are presented below.

    

    

Wtd. Avg.

Exercise

Options

Price

Balance, July 1, 2023

 

250,000

$

1.10

Granted during the period

 

 

Exercised during the period

 

 

Terminated/Expired during the period

 

 

Balance, December 31, 2023

 

250,000

$

1.10

The following table summarizes information about outstanding and exercisable stock options at December 31, 2024:

Range of

    

Number

    

Number

    

    

Wtd. Avg.

Exercise Price

 Outstanding

 Exercisable

Wtd. Avg, Life

 Exercise Price

$0.65 - $1.10

 

450,000

 

275,000

 

9.33 years

$0.90

There was no warrant activity or warrants outstanding during the year ended June 30, 2024 or for the six months ended December 31, 2024 and 2023.

NOTE 6 — CUSTOMER AND VENDOR CONCENTRATIONS

Customers: Two customers accounted for 15% and 12%, respectively, of the Company’s sales for the three months ended December 31, 2024. Two customers accounted for 13% and 11%, respectively, of the Company’s sales for the six months ended December 31, 2024.

At December 31, 2024, the amount of outstanding receivables related to the two customers was approximately $287,000.

Two customers accounted for 15% and 10% of the Company’s sales for the three months ended December 31, 2023.

Vendors: Approximately 18% of the Company’s purchases were provided by one vendor for the three months ended December 31, 2024. Approximately 11% of the Company's purchases were provided by one vendor for the three months ended December 31, 2023. One vendor accounted for 17% of the Company’s sales for the six months ended December 31, 2024. Approximately 19% and 17% of the Company's purchases were provided by 2 vendors for the six months ended December 31, 2023

NOTE 7 — LEASE COMMITMENTS AND CONTINGENCIES

Operating Leases: The Company leases executive office and warehouse space in Fountain Valley, CA, pursuant to separate lease agreements. Under ASC 842, at contract inception the Company determined whether the contract is or contains a lease and whether the lease should be classified as an operating or a financing lease. Operating leases are included in ROU (right-of-use) assets and operating lease liabilities in our condensed consolidated balance sheets.

The Company’s executive office and warehouse lease agreements are classified as operating leases.

The lease agreements, as amended, expire on January 31, 2025 and do not include any renewal options. The agreements provide for initial monthly base amounts plus annual escalations through the term of the leases. On July 23, 2024, the Company renewed its Fountain Valley location effective February 1, 2025 by an additional five years with a January 31, 2030 lease expiration date. Both parties agreed that July 23, 2024 was the effective modification date. The monthly rent payable for the first year of the extended term will be $19,362 and increases by 4% on each anniversary date. On June 4, 2024, the Company notified its Grace facility location landlord of its intent to vacate at the end of the current January 31, 2025 lease term.

14

NOTE 7 — LEASE COMMITMENTS AND CONTINGENCIES (continued)

On October 30, 2024, the Company entered into a new 4,344 square foot facility lease with a three-year lease term and a February 1, 2028.lease expiration date. The monthly rent payable for the first year of the extended term will be $6,299 and increases by 4% on each anniversary date.

In addition to the monthly base amounts in the lease agreements, the Company is required to pay a portion of real estate taxes and common operating expenses during the lease terms.

The Company’s operating lease expense was $99,000 and $73,000 for the three months ended December 31, 2024 and 2023, respectively. The Company’s operating lease expense was $185000 and $147,000 for the six months ended December 31, 2024 and 2023, respectively.

Future minimum lease payments at December 31, 2024 under these arrangements are as follows:

    

(in thousands)

Total

Operating leases

Payments

2025

$

147

2026

313

2027

326

2028

303

2029

266

2030

159

Total undiscounted operating lease payments

$

1,514

Less imputed interest (at 8.5%)

 

(271)

Present value of operating lease payments

$

1,243

The following table sets forth the ROU assets and operating lease liabilities as of December 31, 2024:

Assets

    

(in thousands)

ROU assets-net

$

1,206

Liabilities

 

  

Current operating lease liabilities

$

206

Long-term operating lease liabilities

 

1,037

Total ROU liabilities

$

1,243

The Company’s weighted average remaining lease term for its operating leases is 4.9 years using a weighted average discount rate of 8.5%.

Legal Matters: From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. There are no pending significant legal proceedings to which the Company is a party for which management believes the ultimate outcome would have a material adverse effect on the Company’s financial position.

NOTE 8 — SUBSEQUENT EVENTS

Management has evaluated events from December 31, 2024 through February 13, 2025, the date these financial statements were available to be issued and determined that there have been no other events that occurred that would require adjustment to our disclosures in the condensed consolidated financial statements.

15

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Certain matters in this Quarterly Report on Form 10-Q (this “Report”), including (without limitation) statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, contain forward-looking statements. Although we believe that, in making any such statements, our expectations are based on reasonable assumptions, any such statement may be influenced by factors that could cause actual outcomes and results to be materially different from those projected.

Forward-looking statements include information concerning our possible or assumed future results of operations and expenses, business strategies and plans, competitive position, business environment, and potential growth opportunities. Forward-looking statements include all statements that are not historical facts. In some cases, forward-looking statements can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would,” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these expectations may not prove to be correct, or we may not achieve the financial results, savings or other benefits anticipated in the forward-looking statements. These forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties, some of which may be beyond our control. These risks and uncertainties, including those disclosed under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, filed with the Securities and Exchange Commission (the “SEC”) on September 27, 2024, and in our other filings with the SEC, could cause actual results to differ materially from those suggested by the forward-looking statements and include, without limitation:

The condition of the economy in general and of the cinema and/or cinema equipment industry in particular,
Our customers’ adjustments in their order levels,
Seasonality in our business, specifically our second fiscal quarter which is traditionally weaker,
Changes in our pricing policies or the pricing policies of our competitors or suppliers,
The addition or termination of key supplier relationships,
The rate of introduction and acceptance by our customers of new products and services,
Our ability to compete effectively with our current and future competitors,
Our ability to enter into and renew key relationships with our customers and vendors,
Changes in foreign currency exchange rates,
A major disruption of our information technology infrastructure,
Unforeseen catastrophic events such as the COVID-19 pandemic, armed conflict, terrorism, fires, typhoons and earthquakes,
A lack of entertainment content caused by entertainment content provider labor disputes, strikes and work shutdowns, and

16

Any other disruptions, such as labor shortages, unplanned maintenance or other manufacturing problems.

Given these uncertainties, you should not place undue reliance on any forward-looking statements in this Report. Also, forward-looking statements represent our beliefs and assumptions only as of the date of this Report. You should read this Report and the documents that we have filed as exhibits, completely and with the understanding that our actual future results may be materially different from what we expect.

Any forward-looking statement made by us in this Report speaks only as of the date on which it is made. Except as required by law, we disclaim any obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward- looking statements, even if new information becomes available in the future. All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements.

The following discussion and analysis should be read in conjunction with the accompanying condensed consolidated financial statements and related notes included elsewhere in this Report.

Overview

We are a leading provider of technology, products, and services to movie theater operators and sports and entertainment venues.

1)We provide a set of valuable services to movie theater operators and other critical screening and viewing rooms. These services include overall project management, which can encompass a wide range of design, integration, installation, and procurement services for new auditorium builds, refurbishments, or upgrades to existing facilities.
2)We design and manufacture a set of proprietary products that are sold either as part of our project management services or a la carte. Examples of these products include our ADA-compliant accessibility products and our Caddy brand, a leading provider of proprietary cup holders, trays, and other products sold into our strategic markets of motion picture exhibition, entertainment, and sports venues as well as other non-strategic markets. We also resell third-party technologies, including but not limited to items such as screens, projectors, and servers.
3)We resell third-party products as part of our project management services or a la carte. These include technology products such as screens, projectors, servers, and FF&E (furniture, fixtures, and equipment).
4)Finally, we have a set of recently introduced products that we believe have the potential to be disruptive to the movie theater, entertainment and sports venue industries. For example, our operations enhancement and theater management solution include a software-as-a-service (SaaS) platform combined with other technologies that allow theater operators to improve their quality control. We have also developed a translator product and service that will enable moviegoers to watch a movie in any language that the film is available in, all in the same auditorium through a set of augmented reality glasses. Another example is a proprietary mobile cart we’ve developed to enable eSports and gaming in movie-theater auditoriums.

Factors affecting our performance

Effect of COVID-19 global pandemic. The COVID-19 pandemic has had an unprecedented impact on the world and the movie exhibition industry. The social and economic effects have been widespread. At various points during the pandemic, authorities around the world-imposed measures intended to control the spread of COVID-19, including stay-at-home orders and restrictions on large public gatherings, which caused movie theaters in countries around the world to temporarily close. The repercussions of the COVID-19 global pandemic resulted in a significant impact on our customers, specifically those in the entertainment and cinema industries. As a result, the Company implemented various cash preservation strategies, including, but not limited to, temporary personnel and salary reductions, halting non-essential operating and capital expenditures, and negotiating modified timing and/or abatement of contractual payments with landlords and other major suppliers.

Throughout 2020 and 2021 the theatres reopened as soon as local restrictions and the status of the COVID-19 pandemic would allow. As of December 31, 2024, a large majority of domestic and international theatres were open. The industry’s recovery to historical levels of new film content, both in terms of the number of new films and box office performance, is still underway, as the

17

industry recovers from the 2023 SAG-AFTRA strike, evolving theatrical release windows, competition from streaming and other delivery platforms, supply chain delays, inflationary pressures, labor shortages, wage rate pressures and other economic factors.

Based on our current estimates of recovery, we believe we have, and will generate, sufficient cash to sustain operations.

Investment in growth.  Based on June 30, 2024 losses, we will selectively invest in expanding our operations. We expect our total operating expenses to decrease in the foreseeable future to meet our revenue and cost control objectives. We plan to invest in our sales and support operations to support our new product initiatives and budget goals.

Adding New Customers and Expanding Sales to Our Existing Customer Base.  We intend to target new customers by selectively investing in our field sales force. We also intend to continue to target large customers’ organizations who have yet to use our products and services. A typical initial order involves educating prospective customers about the technical merits and capabilities and potential cost savings of our products and services as compared to our competitors’ products. We believe that customer references

have been, and will continue to be, an important factor in winning new business. We expect that a substantial portion of our future sales will be sales to existing customers, including expansion of their product and service offerings, as we offer new products and services through the existing sales channel. Our business and results of operations will depend on our ability to continue to add new customers and sell additional products and services to our growing base of customers.

Promoting Our Brand and Offering Additional Products. Our future performance will depend on our continued ability to achieve brand recognition for our proprietary line of products. We plan to increase our marketing expenditures to continue to create and maintain prominent brand awareness. Also, our future performance will depend on our ability to continue to offer high quality, high performance and high functionality products and services. We intend to continue to devote efforts to introduce new products and services including new versions of our existing product lines. We expect that our results of operations will be impacted by the timing, size and level of success of these brand awareness and product and service offering efforts.

Ability to Maintain Gross Margins. Our gross margins have been and are expected to continue to be affected by a variety of factors, including competition, the timing of changes in pricing, shipment volumes, new product introductions, changes in product mixes, changes in our purchase price of components and assembly and test service costs and inventory write downs, if any. Our goal is to strive to maintain gross profits for products that may have a declining average selling price by continuing to focus on increased sales volume and looking to reduce operating costs. Decreases in average selling prices are primarily driven by competition and by reduced demand for products that face potential or actual technological obsolescence. We also focus on managing our inventory to reduce our overall exposure to price erosion. In addition, we seek to introduce new products and services with higher gross margins to offset the potential effect of price erosion on other lines of products. For example, we have recently productized and began marketing a new system which combines full compliance with the Americans with Disabilities Act with a multi-language capability we expect this system will have higher margins than a substantial number of existing products we offer. In addition, we expect our offerings of Direct View LED screens to also carry significantly higher margins.

Fluctuations in Revenues and Earnings. Both the sales cycle and the contract fulfillment cycle are dependent on a number of factors from our customers that are not in our control. Accordingly, backlog, the conversion of backlog into revenue and related earnings may fluctuate from quarter to quarter depending on our customers’ particular requirements, which can sometimes change between the initial signing of a contract and its ultimate fulfillment.

Cost of goods sold

Cost of goods sold includes the cost of products or components that we purchase from third party manufacturers plus assembly and packaging labor costs for these third parties or in-house designed products. Cost of goods sold is also affected by inventory obsolescence if our inventory management is not effective or efficient. We mitigate the risk of inventory obsolescence by stocking relatively small amounts of inventory at any given time, except for periodic strategic purchases, and rely instead on a strategy of manufacturing or acquiring products based on orders placed by our customers.

18

General and administrative expenses

General and administrative expenses relate primarily to compensation and associated expenses for personnel in general management, information technology, human resources, procurement, planning and finance, as well as outside legal, investor relations, accounting, consulting and other operating expenses.

Selling and marketing expenses

Selling and marketing expenses relate primarily to salary and other compensation and associated expenses for internal sales and customer relations personnel, advertising, outbound shipping and freight costs, tradeshows, royalties under a brand license, and selling commissions.

Research and development expenses

Research and development expenses consist of compensation and associated costs of employees engaged in research and development projects, as well as materials and equipment used for these projects, and third-party compensation for research and development services. We do not engage in any long-term research and development contracts, and all research and development costs are expensed as incurred.

Results of Operations

Three months ended December 31, 2024 compared to the three months ended December 31, 2023

Sales

Three Months Ended December 31,

(in 000’s)

2024

 

2023

$

3,441

$

3,265

Net sales increased 5.4% to $3.441 million for the three months ended December 31, 2024 from $3.265 million for the three months ended December 31, 2023 due to higher one-time sales in the three months ended December 31, 2024.

Gross Profit

Three Months Ended December 31,

(in 000’s)

2024

 

2023

$

936

$

759

Along with the 5.4% revenue increase, gross profit increased 23.3% to $0.936 million for the three months ended December 31, 2024 from $0.759 million for the three months ended December 31, 2023 or an increase of $0.177 million. As a percentage of total revenues, gross profit percentage increased to 27.2% from 23.2% due to higher margin revenues.

Research and Development

Three Months Ended December 31,

(in 000’s)

2024

 

2023

$

47

$

72

Research and development expenses decreased by $(0.025) million or 35% for the three months ended December 31, 2024 compared to the three months ended December 31, 2023 due to headcount reduction.

19

Selling, General and Administrative Expense

Three Months Ended December 31,

(in 000’s)

2024

 

2023

$

1,450

$

1,517

The decrease in selling, general and administrative expense of $0.067 million or 4.4% was due to headcount reduction and lower compensation expense in the three months ended December 31, 2024 compared to the three months ended December 31, 2023.

Other Income (Expense)

Three Months Ended December 31,

(in 000’s)

2024

 

2023

$

34

$

36

Other Income(Expense) was $0.034 million for the three months ended December 31, 2024 compared to Other Income(Expense) of $0.036 million for the three months ended December 31, 2023 or a decline of $(0.002) million. The decline was due to a lower interest income on cash savings accounts in the three months ended December 31, 2023 compared to the three months ended December 31, 2024.

Net (Loss)

Three Months Ended December 31,

(in 000’s)

2024

 

2023

$

(527)

$

(794)

Net loss was $(0.527) million for the three months ended December 31, 2024 compared to a net loss of $(0.794) million for the three months ended December 31, 2023 or a loss reduction of $0.267 million. The loss reduction was due to the higher gross margin of $0.177 million and lower operating expenses of $0.092 million offset by lower other income of $(0.002) million.

Six months ended December 31, 2024 compared to the six months ended December 31, 2023

Sales

Six Months Ended December 31,

(in 000’s)

2024

 

2023

$

8,693

$

9,900

Net sales decreased 12.2% to $8.693 million for the six months ended December 31, 2024 from $9.900 million for the six months ended December 31, 2023 due to higher one-time sales in the six months ended December 31, 2023.

20

Gross Profit

Six Months Ended December 31,

(in 000’s),

2024

 

2023

$

2,307

$

2,578

Along with the 12.2% revenue decrease, gross profit decreased 10.5% to $2.307 million for the six months ended December 31, 2024 from $2.578 million for the six months ended December 31, 2023 or a decrease of $(0.271) million. As a percentage of total revenues, gross profit percentage increased to 26.5% from 26.0% due to higher margin revenues.

Research and Development

Six Months Ended December 31,

(in 000’s)

2024

 

2023

$

109

$

139

Research and development expenses decreased by $(0.030) million or 21.6% for the six months ended December 31, 2024 compared to the six months ended December 31, 2023 due to headcount reduction.

Selling, General and Administrative Expense

Six Months Ended December 31,

(in 000’s)

2024

 

2023

$

2,827

$

2,886

The decrease in selling, general and administrative expense of $0.059 million or 2.0% due to headcount reduction and lower compensation expense in the six months ended December 31, 2024 compared to the six months ended December 31, 2023.

Other Income (Expense)

Six Months Ended December 31,

(in 000’s)

2024

 

2023

$

77

$

92

Other Income(Expense) was $0.077 million for the six months ended December 31, 2024 compared to Other Income(Expense) of $0.092 million for the six months ended December 31, 2023 or a decline of $(0.015) million. The decline was due to a lower interest income on cash savings accounts in the six months ended December 31, 2023 compared to the six months ended December 31, 2024.

21

Net (Loss)

Six Months Ended December 31,

(in 000’s)

2024

 

2023

$

(552)

$

(355)

Net loss was $(0.552) million for the six months ended December 31, 2024 compared to a net loss of $(0.355) million for the six months ended December 31, 2023 or a loss increase of $(0.197) million. The loss reduction was due to a lower gross margin of $(0.271) million and lower operating expenses of $0.089 million offset by lower other income of $(0.015) million.

Liquidity and Capital Resources

During the past several years, we have primarily met our working capital and capital resource needs from our operating cash flows and financing activities. We believe that our existing sources of liquidity, including cash and operating cash flow, will be sufficient to fund our operations and to meet our projected capital needs for a period of at least 12 months from the date the condensed consolidated financial statements are available to be issued. The cash balance at December 31, 2024 was approximately $5.316 million, as compared to $5.278 million at June 30, 2024.

Cash Flows from Operating Activities

Compared to December 31, 2023, net cash provided by operating activities increased by $1.402 million in December 31, 2024 due to cost reductions and lower inventory levels. Net cash provided by operating activities was $0.038 million for the six months ended December 31, 2024, primarily due to 0.202 million in working capital increases along with $(0.552) million in net losses and 0.388 million in other non-cash expenses. Within the working capital change, net cash provided included $1.518M in accounts receivable, inventory, prepaids, accrued expense, unearned warranty revenue offset by $(1.316) million in payables, customer deposit declines and lease liabilities. Net cash used in operating activities was $(1.364) million for the six months ended December 31, 2023, primarily due to $(1.190) million in working capital decreases along with $(0.355) million in net losses and offset by $0.181 million in other non-cash expenses. Within working capital change, the uses of cash of $(1.268) million included changes in receivables, inventory, prepaids, payables and customer deposits. Cash provided by working capital of $0.078 million was due to the changes in accrued expenses and lease liabilities.

Cash Flows from Investing Activities

Net cash used in investing activities was zero for the six months ended December 31, 2024. Net cash used in investing activities was $(0.012) million for the six months ended December 31, 2023, for equipment purchases.

Cash Flows from Financing Activities

Net cash used in financing activities was zero for the six months ended December 31, 2024 and the six months ended December 31, 2023.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our unaudited consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”).

For a discussion of the critical accounting policies and estimates, refer to the “Critical Accounting Policies and Estimates” section in Part II, Item 7 of our 2024 Form 10-K. There have been no material changes during the six months ended December 31, 2024 to the judgments, assumptions and estimates upon which our critical accounting estimates are based.

22

Additionally, refer to Note 1 of our notes to our unaudited consolidated financial statements included in this Form 10-Q for additional discussion of our summary of significant accounting policies and use of estimates.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. As required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer (our principal executive) and Chief Financial Officer (our principal financial officer and principal accounting officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in paragraph (e) of Rules 13a-15 and 15d-15 under the Exchange Act) were not effective at December 31, 2024 due to material weaknesses in our internal controls over financial reporting as described below.

Prior to the completion of our IPO in July 2021, we had been a private company with limited accounting personnel and other resources to address our internal control over financial reporting. During the course of preparing our consolidated financial statements for the years ended June 30, 2024, 2023 and 2022, we determined that we had material weaknesses in our internal control over financial reporting relating to our financial reporting processes relating to (i) the design and operation of our closing and financial reporting process, (ii) the fact that we had no formal or documented accounting policies or procedures, (iii) the fact that certain segregation of duties issues existed and (iv) the fact that there was no formal review process around journal entries recorded. To improve internal controls, and starting with the three months ended March 31, 2023 and continuing since, Management updates month end close checklists, has implemented more segregation of duties among its limited accounting staff and the CFO formally approves month end journal entries.

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2024, there have been no changes in our internal controls over financial reporting, as such term is defined in Rules 13a-15(f) and 15(d)-15(f) promulgated under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

We are not party to any material pending legal proceedings. From time to time, we may be subject to legal proceedings and claims arising in the ordinary course of business.

ITEM 1A.RISK FACTORS

There have been no material changes to the risk factors reported in Item 1A in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024.

23

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

None.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.OTHER INFORMATION

Not applicable.

ITEM 6.EXHIBITS

Exhibit
No.

    

Exhibit Description

3.1

Amended and Restated Bylaws of Moving iMage Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 9, 2024).

31.1*

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.

31.2*

Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.

32.1†

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*

The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2021, formatted in Inline XBRL: (i) Condensed Consolidated Statements of Cash Flows, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Balance Sheets, and (iv) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

104*

Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101).

*

Filed herewith.

ª

Indicates a management contract or compensatory plan or arrangement.

Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

24

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 thereunto duly authorized.

MOVING IMAGE TECHNOLOGIES, INC.

 

 

 

 

 

 

Date: February 13, 2025

 

 

 

 

 

 

By:

/s/ William F. Greene

 

Name:

William F. Greene

 

Title:

Chief Financial Officer

 

(Principal Financial and Accounting Officer)

25

Exhibit 31.1

CEO Certification

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Phil Rafnson, certify that:

1.

I have reviewed this report on Form 10-Q of Moving iMage Technologies, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 13, 2025

By:

/s/ Phil Rafnson

Phil Rafnson

Chief Executive Officer


Exhibit 31.2

CFO Certification

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, William F. Greene, certify that:

1.

I have reviewed this report on Form 10-Q of Moving iMage Technologies, Inc.;

2.

Based on your knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on your knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying office and I have been responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(t) and 15d-15(t)) for the registrant and have:

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on their most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 13, 2025

By:

/s/ William F. Greene

William F. Greene

Chief Financial Officer


Exhibit 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the period ended September 30, 2024 of Moving iMage Technologies, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to your knowledge:

1.

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods presented in the Report.

Ovember 14

By:

/s/ Phil Rafnson

Phil Rafnson

Chief Executive Officer

February 13, 2025

By:

/s/ William F. Greene

William F. Greene

Chief Financial Officer

February 13, 2025


v3.25.0.1
Document and Entity Information - shares
6 Months Ended
Dec. 31, 2024
Feb. 13, 2025
Document and Entity Information [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Dec. 31, 2024  
Securities Act File Number 001-40511  
Entity Registrant Name Moving iMage Technologies, Inc.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 85-1836381  
Entity Address, Address Line One 17760 Newhope Street  
Entity Address, City or Town Fountain Valley  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 92708  
City Area Code 714  
Local Phone Number 751-7998  
Title of 12(b) Security Common Stock, $0.00001 par value  
Trading Symbol MITQ  
Security Exchange Name NYSEAMER  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   9,896,850
Entity Central Index Key 0001770236  
Current Fiscal Year End Date --06-30  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.25.0.1
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Current Assets:    
Cash $ 5,316 $ 5,278
Accounts receivable, net 749 1,048
Inventories, net 2,121 3,117
Prepaid expenses and other 202 470
Total Current Assets 8,388 9,913
Long-Term Assets:    
Right-of-use asset 1,206 144
Property and equipment, net 21 28
Intangibles, net 393 422
Other assets 23 16
Total Long-Term Assets 1,643 610
Total Assets 10,031 10,523
Current Liabilities:    
Accounts payable 1,642 2,261
Accrued expenses 406 320
Customer refunds 423 399
Customer deposits 1,057 1,651
Lease liability-current 206 151
Unearned Revenue 65 31
Total Current Liabilities 3,799 4,813
Long-Term Liabilities:    
Lease liability-non-current 1,037  
Total Long-Term Liabilities 1,037  
Total Liabilities 4,836 4,813
Stockholders' Equity    
Common stock, $0.00001 par value, 100,000,000 shares authorized, 9,896,850 and 9,896,850 shares issued and outstanding at December 31, 2024 and June 30, 2024, respectively
Additional paid-in capital 12,003 11,965
Accumulated deficit (6,808) (6,255)
Total Stockholders' Equity 5,195 5,710
Total Liabilities and Stockholders' Equity $ 10,031 $ 10,523
v3.25.0.1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Dec. 31, 2024
Jun. 30, 2024
CONDENSED CONSOLIDATED BALANCE SHEETS    
Common stock, par value $ 0.00001 $ 0.00001
Common stock, authorized 100,000,000 100,000,000
Common stock, issued 9,896,850 9,896,850
Common stock, outstanding 9,896,850 9,896,850
v3.25.0.1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS        
Net sales $ 3,441 $ 3,265 $ 8,693 $ 9,900
Cost of goods sold 2,505 2,506 6,386 7,322
Gross profit 936 759 2,307 2,578
Operating Expenses [Abstract]        
Research and development 47 72 109 139
Selling and marketing 462 628 991 1,170
General and administrative 988 889 1,836 1,716
Total operating expenses 1,497 1,589 2,936 3,025
Operating (loss) (561) (830) (629) (447)
Other income (expense)        
Interest and other income, net 34 36 77 92
Total other income 34 36 77 92
Net (loss) $ (527) $ (794) $ (552) $ (355)
Weighted average shares outstanding: basic 9,896,850 10,655,686 9,896,850 10,670,732
Weighted average shares outstanding: diluted 9,896,850 10,655,686 9,896,850 10,670,732
Net (loss) income per common share basic $ (0.05) $ (0.07) $ (0.06) $ (0.03)
Net (loss) income per common share diluted $ (0.05) $ (0.07) $ (0.06) $ (0.03)
v3.25.0.1
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)
$ in Thousands
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Total
Balance at the beginning at Jun. 30, 2023   $ 12,462 $ (4,883) $ 7,579
Balance at the beginning (in shares) at Jun. 30, 2023 10,685,778      
Grant of options to officer   5   5
Net profit (loss)     439 439
Balance at the end at Sep. 30, 2023   12,467 (4,444) 8,023
Balance at the end (in shares) at Sep. 30, 2023 10,685,778      
Grant of options to officer   5   5
Share buyback and cancellation   (101)   (101)
Share buyback and cancellation (in shares) (109,135)      
Net profit (loss)     (794) (794)
Balance at the end at Dec. 31, 2023   12,371 (5,238) 7,133
Balance at the end (in shares) at Dec. 31, 2023 10,576,643      
Balance at the beginning at Jun. 30, 2024   11,965 (6,255) 5,710
Balance at the beginning (in shares) at Jun. 30, 2024 9,896,850      
Grant of options to officer   5   5
Net profit (loss)     (25) (25)
Balance at the end at Sep. 30, 2024   11,970 (6,281) 5,690
Balance at the end (in shares) at Sep. 30, 2024 9,896,850      
Grant of options to officer   32   32
Net profit (loss)     (527) (527)
Balance at the end at Dec. 31, 2024   $ 12,003 $ (6,808) $ 5,195
Balance at the end (in shares) at Dec. 31, 2024 9,896,850      
v3.25.0.1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Cash flows from operating activities:    
Net (loss) $ (552) $ (355)
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities:    
Provision for credit losses 19 4
Inventory reserve 163 384
Depreciation expense 7 5
Amortization expense 29 29
Right-of-use amortization 133 133
Stock option compensation expense 37 10
Changes in operating assets and liabilities    
Accounts receivable 280 (237)
Inventories 833 (424)
Prepaid expenses and other 260 (503)
Accounts payable (619) (315)
Accrued expenses and customer refunds 111 64
Unearned warranty revenue 34 14
Customer deposits (594) (38)
Lease liabilities (103) (135)
Net cash provided by (used in) operating activities 38 (1,364)
Cash flows from investing activities    
Purchases of property and equipment   (12)
Net cash (used in) investing activities   (12)
Cash flows from financing activities    
Stock Buyback   (101)
Net cash (used in) financing activities   (101)
Net increase (decrease) in cash 38 (1,477)
Cash, beginning of the period 5,278 6,616
Cash, end of the period 5,316 $ 5,139
Non-cash investing and financing activities:    
Right-of-use assets from new lease (207)  
Right-of-use assets from lease modification $ (988)  
v3.25.0.1
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Dec. 31, 2024
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization: Moving iMage Technologies, Inc., a Delaware corporation, together with its wholly owned subsidiaries unless the context indicates otherwise, the (“Company”) was incorporated in June 2020. The Company, through its wholly owned subsidiary, Moving iMage Technologies, LLC (“MiT LLC”) and MiT LLC’s wholly-owned subsidiary, Moving iMage Acquisition Co., (DBA “Caddy Products”), designs, integrates, installs and distributes proprietary and custom designed equipment as well as off the shelf cinema products needed for contemporary cinema requirements. The Company also offers single source solutions for cinema design, procurement, installation and service to the creative and production communities for screening, digital intermediate and other critical viewing rooms. Additionally, the Company offers a wide range of technical, design and consulting services such as custom engineering, systems design, integration and installation, and digital technology, as well as software solutions for operations enhancement and theatre management. The Company also provides turnkey furniture, fixture and equipment services to commercial cinema exhibitors for new construction and remodels including design, consulting, installation and project management as well as procurement of seats, lighting, acoustical treatments, screens, projection and sound.

Moving iMage Acquisition Co. (DBA “Caddy Products”) designs, develops and manufactures innovative products for the entertainment, cinema, grocery, worship, restaurant, sports and restroom industries.

Impact of the COVID-19 Pandemic: The COVID-19 pandemic has had an unprecedented impact on the world and the movie exhibition industry. The social and economic effects have been widespread. At various points during the pandemic, authorities around the world-imposed measures intended to control the spread of COVID-19, including stay-at-home orders and restrictions on large public gatherings, which caused movie theaters in countries around the world to temporarily close. The repercussions of the COVID-19 global pandemic resulted in a significant impact to our customers, specifically those in the entertainment and cinema industries. As a result, the Company implemented various cash preservation strategies, including, but not limited to, temporary personnel and salary reductions, halting non-essential operating and capital expenditures, and negotiating modified timing and/or abatement of contractual payments with landlords and other major suppliers.

Throughout 2020 and through 2022 the theatres reopened as soon as local restrictions, and the status of the COVID-19 pandemic would allow. As of December 31, 2024, a large majority of domestic and international theatres were open. The industry’s recovery to historical levels of new film content, both in terms of the number of new films and box office performance, is still underway, as the industry also continues to adjust to evolving theatrical release windows, competition from streaming and other delivery platforms, supply chain delays, inflationary pressures, labor shortages, wage rate pressures and other economic factors.

Based on the management’s current estimates, it believes it will generate sufficient cash to sustain operations for a period of 12 months from the issuance of these financial statements.

Principles of Consolidation: The condensed consolidated financial statements include the accounts of MiT Inc., its wholly owned subsidiary, MiT LLC, and MiT LLC’s wholly owned subsidiary, Moving iMage Acquisition Co., (DBA “Caddy Products”). All significant intercompany transactions and balances have been eliminated in consolidation.

Basis of Presentation: The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Unaudited Interim Condensed Consolidated Financial Statements: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP. However, in the opinion of the management of the Company, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position and operating results have been included in these statements. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended June 30, 2024, and with the disclosures and risk factors presented therein. The June 30, 2024 condensed consolidated balance sheet has been derived from the audited consolidated financial statements. Operating results for the three and six months ended December 31, 2024 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending June 30, 2025.

NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Assets and Liabilities Measured on a Non-recurring Basis - In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis. Our non-financial assets, including goodwill, intangible assets and property and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized.

Use of Estimates: The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities (including sales returns, credit losses, inventory reserves, warranty reserves, purchase price allocation and asset impairments), disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

Concentration of Cash: The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Management believes the Company is not exposed to any significant credit risk on its cash balances.

Accounts Receivable: Accounts receivable are carried at original invoice amount less allowance for credit losses. Management determines the allowance for credit losses by identifying troubled accounts and by using historical experience applied to an aging of accounts. Accounts receivable are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. Accounts receivable are considered to be past due if any portion of the receivable balance is outstanding for more than 90 days past the customer’s granted terms. The Company does not charge interest on past-due balances or require collateral on its accounts receivable. As of December 31, 2024 and June 30, 2024 the allowance for credit losses is approximately $397,000 and $378,000, respectively.

Inventories: Inventories are stated at the lower of cost or net realizable value, with cost being determined on the first-in, first-out cost method of accounting. The Company purchases finished goods and materials to assemble kits in quantities that it anticipates will be fully used in the near term. Changes in operating strategy, customer demand, and fluctuations in market values can limit the Company’s ability to effectively utilize all products purchased and can result in finished goods with above-market carrying costs which may cause losses on sales to customers. The Company’s policy is to closely monitor inventory levels, obsolescence and lower market values compared to costs and, when necessary, reduce the carrying amount of its inventory to its net realizable value. As of December 31, 2024 and June 30, 2024, the inventory reserve was $1,269,000 and $1,106,000, respectively, and inventory on hand was comprised primarily of finished goods ready for sale.

Revenue Recognition: The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”).

Revenue is recognized when control of the promised goods is transferred at the point of shipment to a customer, and when performance conditions are satisfied at the customer location, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods as per the agreement with the customer. The Company generates all its revenue from agreements with customers based on equipment shipment dates and when customer location work is completed. In case agreements with multiple performance obligations, the Company identifies each performance obligation and evaluates whether the performance obligations are distinct within the context of the agreement at the agreement’s inception. Performance obligations that are not distinct at agreement inception are combined. The Company allocates the transaction price to each distinct performance obligation proportionately based on the estimated standalone selling price for each performance obligation and then evaluates how the services are transferred to the customer to determine the timing of revenue recognition.

The Company considers the U.S. GAAP criteria for determining whether to report revenue gross as a principal versus net as an agent. Factors considered include whether the Company is the primary obligor, has risks and rewards of ownership, and bears the risk that a customer may not pay for the products provided or services performed. If there are circumstances where the above criteria are not met, revenues recognized are presented net of cost of goods sold.

NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Contract assets consist of conditional or unconditional rights to consideration. Accounts receivable represent amounts billed to customers where the Company has an enforceable right to payment for performance completed to date (i.e., unconditional rights to consideration). The Company does not have contract assets that represent conditional rights to consideration.

Contract liabilities consist of customer refunds and warranty liabilities, as well as deposits received in advance on sales to certain customers. Such deposits are reflected as customer deposits and recognized in revenue when control of the products is transferred or when performance conditions are satisfied per the agreement. The change in contract liabilities (customer deposits and unearned warranty revenue) during the six months ended December 31, 2024 included $0.731 million for revenue recognized that was included in contract liability as of June 30 2024.

Contract Liabilities ($ in Thousands)

December 31,

June 30,

Contract Liabilities

2024

2024

Customer deposits

$

1,057

$

1,651

Unearned Revenue

65

31

Customer refunds

423

399

Total

$

1,545

$

2,081

Cost of goods sold includes cost of inventory sold during the period, net of vendor discounts and allowances, and shipping and handling costs, and sales taxes. Taxes collected from customers are included in accounts payable on a net basis (excluded from revenues) until remitted to the government.

Deferred contract acquisition costs consist of sales commissions paid to the sales force, and the related employer payroll taxes, and are considered incremental and recoverable costs of obtaining a contract with a customer. The Company has determined that sales commissions paid are an immaterial component of obtaining a customer’s contract and has elected to expense sales commissions when earned.

Three Months Ended

Six Months Ended

December 31,

December 31,

Disaggregation of Revenue ($ in Thousands)

    

2024

    

2023

    

2024

    

2023

Equipment upon delivery (point in time)

$

3,404

$

3,221

$

8,597

$

9,838

Installation (point in time)

 

23

 

27

 

67

 

27

Software and services (over time)

 

14

 

17

 

29

 

35

Total revenues

$

3,441

$

3,265

$

8,693

$

9,900

Revenue from the sale of equipment is recognized upon shipment of such equipment to customers and when performance conditions are satisfied at the custom location.

Revenue from installation labor is recognized upon completion of the installation project and when the performance obligation is complete.

Software subscription revenue for remote monitoring services is recognized on a straight-line basis over the term of the contract, usually one year. Services revenues are generally recognized over time as the contracts are performed.

Returns and Allowances: The Company records allowances for discounts and product returns at the time of sale as a reduction of revenue as such allowances can be reliably estimated based on historical experience and known trends.

Shipping and Handling Costs: Shipping and handling costs are included in cost of goods sold and are recognized as a period expense during the period in which they are incurred.

NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Advertising Costs: Advertising costs were approximately $8,200 and $6,200 for the three months ended December 31, 2024 and 2023, respectively and $12,200 and $9,600 for the six months ended December 31, 2024 and 2023, respectively. Advertising costs are expensed as incurred within selling and marketing expenses.

Intangible assets: Intangible assets arising from business combinations, such as customer relationships, trade names, and/or intellectual property, are initially recorded at fair value. The Company amortizes these intangible assets over the determined useful life which generally ranges from 11 to 20 years. Management reviews its intangible assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. There were no intangible asset impairments recognized for the three or six months ended December 31, 2024 or 2023.

Business Combinations: The Company includes the results of operations of the businesses that it acquires commencing on the respective dates of acquisition. The Company allocates the fair value of the purchase price of its acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill.

Income Taxes: The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The following table summarizes the components of deferred tax assets and deferred tax liabilities at December 31, 2024 and June 30, 2024 (in thousands):

$ in Thousands

    

Deferred Tax Assets (Liabilities)

December 31, 2024

 

June 30, 2024

Inventory reserve

$

355

$

309

Accumulated depreciation

 

(4)

 

(6)

Accumulated goodwill amortization

 

61

 

63

Accumulated intangible amortization

 

128

 

125

Deferred rent

 

10

 

2

Warranty reserve

 

18

 

9

Stock compensation

 

68

 

68

Net operating loss carryforward

 

1,635

 

1,481

Allowance for doubtful accounts

 

36

 

106

Net

 

2,307

 

2,157

Valuation allowance

 

(2,307)

 

(2,157)

Total

$

$

Leases: On July 1, 2022 the Company adopted ASU 2016-02, Leases (Topic 842) which requires lessees to recognize assets and liabilities for the rights and obligations created by most leases on their balance sheet. In accordance with ASC 842, on July 1, 2024 the Company recognized Right of Use Assets in the amount of $1,062,000 and a lease liability of $1,062,000 for the leases associated with its executive office and warehouse space, as described in Note 7.

Product Warranty: The Company’s digital equipment products are sold under various limited warranty arrangements ranging from one year to three years. Company policy is to establish reserves for estimated product warranty costs in the period when the related revenue is recognized. The Company has the right to return defective products for up to three years, depending on the manufacturers’ individual policies. As of December 31, 2024 and June 30, 2024, the Company has established a warranty reserve of $39,000 and $69,000, respectively, which is included in accrued expenses in the accompanying condensed consolidated balance sheets.

NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The changes in the Company’s aggregate warranty liabilities were as follows for the following periods (in thousands):

December 31,

June 30,

    

2024

2024

Product warranty liability, beginning of period

 

$

69

$

53

Accruals for warranties issued

 

259

250

Settlements made

 

(289)

(234)

Product warranty liability, end of period

 

$

39

$

69

Research and Development: The Company incurs costs to develop new products, as well as improve the appeal and functionality of its existing products. Research and development costs are charged to expense when incurred.

Recently Issued Accounting Pronouncements: 

In November 2023, FASB issued ASU 2023-07 on segment disclosures. The amendments will be effective for fiscal years beginning after December 15, 2024 (fiscal 2025 for the Company) and interim periods within fiscal years beginning after December 15, 2024 (fiscal 2026 for the Company).

v3.25.0.1
LOSS PER SHARE
6 Months Ended
Dec. 31, 2024
LOSS PER SHARE  
LOSS PER SHARE

NOTE 2 — LOSS PER SHARE

Basic loss per share data for each period presented is computed using the weighted average number of shares of common stock outstanding during each such period. Diluted loss per share data is computed using the weighted average number of common and potentially dilutive securities outstanding during each period. Potentially dilutive securities consist of shares that would be issued upon the exercise of stock options and warrants, computed using the treasury stock method. A reconciliation of basic and diluted loss per share is as follows:

Loss per Share

    

For the Three Months

    

For the Six Months

(In Thousands except for share

Ended December 31

Ended December 31

and per share price)

2024

2023

2024

2023

Numerator:

 

  

 

  

 

  

 

  

Net (loss)

$

(527)

$

(794)

$

(552)

$

(355)

Denominator:

 

  

 

  

 

  

 

  

Weighted average common shares outstanding, basic and diluted

 

9,896,850

 

10,655,686

9,896,850

 

10,670,732

Net (loss) per share

 

  

 

  

 

  

 

  

Basic and diluted

$

(0.05)

$

(0.07)

$

(0.06)

$

(0.03)

The following securities were excluded from the calculation of diluted loss per share in each period because their inclusion would have been anti-dilutive:

    

For the Six Months Ended

December 31

2024

2023

Options

 

450,000

 

250,000

Total potentially dilutive shares

 

450,000

 

250,000

For the three and six months ended December 31, 2024 the Company had a net loss. However, all potentially dilutive securities were also deemed to be anti-dilutive because their exercise price exceeded the weighted average trading price of the Company’s stock for the period.

v3.25.0.1
INTANGIBLE ASSETS
6 Months Ended
Dec. 31, 2024
INTANGIBLE ASSETS  
INTANGIBLE ASSETS

NOTE 3— INTANGIBLE ASSETS

The following table summarizes the Company’s intangible assets as of December 31, 2024 (in thousands):

Amortization

Gross Asset

Accumulated

Net Book

    

Period

    

Cost

    

Amortization

    

Value

Customer relations

 

11 years

$

970

$

685

$

285

Patents

 

20 years

 

70

 

19

 

51

Trademark

 

20 years

 

78

 

21

 

57

 

  

$

1,118

$

725

$

393

The following table summarizes the Company’s intangible assets as of June 30, 2024 (in thousands):

Amortization

Gross Asset

Accumulated

Net Book

    

Period

    

Cost

    

Amortization

    

Value

Customer relations

 

11 years

$

970

$

660

$

310

Patents

 

20 years

 

70

 

17

 

53

Trademark

 

20 years

 

78

 

19

 

59

 

  

$

1,118

$

696

$

422

Amortization expense was $15,000 and $15,000 for the three months ended December 31, 2024 and 2023, respectively, and $29,000 and $29,000 for the six months ended December 31, 2024 and 2023, respectively, and is included in general and administrative expense.

Estimated amortization expense related to intangible assets subject to amortization at December 31, 2024 in each of the years subsequent to December 31, 2024, and thereafter is as follows (amounts in thousands);

2025

 

$

30

2026

 

59

2027

 

59

2028

59

2029

59

Thereafter

 

127

Total

$

393

v3.25.0.1
ACCRUED EXPENSES
6 Months Ended
Dec. 31, 2024
ACCRUED EXPENSES  
ACCRUED EXPENSES

NOTE 4— ACCRUED EXPENSES

Accrued expenses consist of the following (in thousands):

Accrued Expenses

December 31,

June 30,

($ in Thousands)

    

2024

    

2024

Employee compensation

$

304

$

178

Accrued warranty

39

69

Freight

9

32

Sales tax

9

14

Other

 

45

 

27

Total

$

406

$

320

v3.25.0.1
STOCKHOLDERS' EQUITY
6 Months Ended
Dec. 31, 2024
STOCKHOLDERS' EQUITY  
STOCKHOLDERS' EQUITY

NOTE 5 — STOCKHOLDERS’ EQUITY

In 2019, the Company adopted the 2019 Omnibus Incentive Plan (the “Plan”). The Plan, as amended, provides for the issuance of stock-based awards to employees. As of December 31, 2024, the Plan provides for the issuance of up to 1,500,000 stock-based awards. There are 1,020,000 stock-based awards available to grant under the Plan at December 31, 2024.

On March 6, 2023, the Board of Directors (the “Board”) of Moving iMage Technologies, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws that amends the quorum for a stockholders’ meeting or action to be at least 33 1/3% of all shares of stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy

On October 30, 2024, and as part of Francis Godfrey’s appointment as the Company’s President and Chief Operating Officer, the Board granted Francis Godfrey 200,000 options with an exercise price of $0.65 with 25% vesting immediately and the remainder vesting at 25% per year thereafter. In December 2024, the Board of Directors granted Phil Rafnson, CEO, a $100,000 bonus in recognition of his prior salary concessions made and for his efforts in the revised Company budget and his leadership in securing Francois Godfrey as President.

The Company recognized compensation expense of approximately $32,000 and $5,000 for stock options during the three months ended December 31, 2024 and December 31, 2023, respectively, and $37,000 and $10,000 during the six months ended December 31, 2024 and December 31, 2023, respectively. None of these potentially dilutive securities were included in the computation of diluted earnings per share as their impact would be anti-dilutive.

The estimated fair value of each option award granted was determined on the date of grant using the Black-Scholes option valuation model. 200,000 were granted during the three and six months ended December 31, 2024. There were no option grants during the three and six months ended December 31, 2023:

December 31,

2024

Officer

Options

Risk-free interest rate

4.22

%  

Expected volatility

84

%  

Dividend yield

%  

Expected option term in years

5.5

 

A summary of the status of the Company’s stock options as of December 31, 2024 and changes during the six months ended December 31, 2024 are presented below.

    

    

Wtd. Avg.

Exercise

Options

Price

Balance, July 1, 2024

 

250,000

$

1.10

Granted during the period

 

200,000

 

0.65

Exercised during the period

 

 

Cancelled during the period

 

 

Balance, December 31, 2024

 

450,000

$

0.90

NOTE 5 — STOCKHOLDERS’ EQUITY (continued)

A summary of the status of the Company’s stock options as of December 31, 2023 and changes during the six months ended December 31, 2023 are presented below.

    

    

Wtd. Avg.

Exercise

Options

Price

Balance, July 1, 2023

 

250,000

$

1.10

Granted during the period

 

 

Exercised during the period

 

 

Terminated/Expired during the period

 

 

Balance, December 31, 2023

 

250,000

$

1.10

The following table summarizes information about outstanding and exercisable stock options at December 31, 2024:

Range of

    

Number

    

Number

    

    

Wtd. Avg.

Exercise Price

 Outstanding

 Exercisable

Wtd. Avg, Life

 Exercise Price

$0.65 - $1.10

 

450,000

 

275,000

 

9.33 years

$0.90

There was no warrant activity or warrants outstanding during the year ended June 30, 2024 or for the six months ended December 31, 2024 and 2023.

v3.25.0.1
CUSTOMER AND VENDOR CONCENTRATIONS
6 Months Ended
Dec. 31, 2024
CUSTOMER AND VENDOR CONCENTRATIONS  
CUSTOMER AND VENDOR CONCENTRATIONS

NOTE 6 — CUSTOMER AND VENDOR CONCENTRATIONS

Customers: Two customers accounted for 15% and 12%, respectively, of the Company’s sales for the three months ended December 31, 2024. Two customers accounted for 13% and 11%, respectively, of the Company’s sales for the six months ended December 31, 2024.

At December 31, 2024, the amount of outstanding receivables related to the two customers was approximately $287,000.

Two customers accounted for 15% and 10% of the Company’s sales for the three months ended December 31, 2023.

Vendors: Approximately 18% of the Company’s purchases were provided by one vendor for the three months ended December 31, 2024. Approximately 11% of the Company's purchases were provided by one vendor for the three months ended December 31, 2023. One vendor accounted for 17% of the Company’s sales for the six months ended December 31, 2024. Approximately 19% and 17% of the Company's purchases were provided by 2 vendors for the six months ended December 31, 2023

v3.25.0.1
LEASE COMMITMENTS AND CONTINGENCIES
6 Months Ended
Dec. 31, 2024
LEASE COMMITMENTS AND CONTINGENCIES  
LEASE COMMITMENTS AND CONTINGENCIES

NOTE 7 — LEASE COMMITMENTS AND CONTINGENCIES

Operating Leases: The Company leases executive office and warehouse space in Fountain Valley, CA, pursuant to separate lease agreements. Under ASC 842, at contract inception the Company determined whether the contract is or contains a lease and whether the lease should be classified as an operating or a financing lease. Operating leases are included in ROU (right-of-use) assets and operating lease liabilities in our condensed consolidated balance sheets.

The Company’s executive office and warehouse lease agreements are classified as operating leases.

The lease agreements, as amended, expire on January 31, 2025 and do not include any renewal options. The agreements provide for initial monthly base amounts plus annual escalations through the term of the leases. On July 23, 2024, the Company renewed its Fountain Valley location effective February 1, 2025 by an additional five years with a January 31, 2030 lease expiration date. Both parties agreed that July 23, 2024 was the effective modification date. The monthly rent payable for the first year of the extended term will be $19,362 and increases by 4% on each anniversary date. On June 4, 2024, the Company notified its Grace facility location landlord of its intent to vacate at the end of the current January 31, 2025 lease term.

NOTE 7 — LEASE COMMITMENTS AND CONTINGENCIES (continued)

On October 30, 2024, the Company entered into a new 4,344 square foot facility lease with a three-year lease term and a February 1, 2028.lease expiration date. The monthly rent payable for the first year of the extended term will be $6,299 and increases by 4% on each anniversary date.

In addition to the monthly base amounts in the lease agreements, the Company is required to pay a portion of real estate taxes and common operating expenses during the lease terms.

The Company’s operating lease expense was $99,000 and $73,000 for the three months ended December 31, 2024 and 2023, respectively. The Company’s operating lease expense was $185000 and $147,000 for the six months ended December 31, 2024 and 2023, respectively.

Future minimum lease payments at December 31, 2024 under these arrangements are as follows:

    

(in thousands)

Total

Operating leases

Payments

2025

$

147

2026

313

2027

326

2028

303

2029

266

2030

159

Total undiscounted operating lease payments

$

1,514

Less imputed interest (at 8.5%)

 

(271)

Present value of operating lease payments

$

1,243

The following table sets forth the ROU assets and operating lease liabilities as of December 31, 2024:

Assets

    

(in thousands)

ROU assets-net

$

1,206

Liabilities

 

  

Current operating lease liabilities

$

206

Long-term operating lease liabilities

 

1,037

Total ROU liabilities

$

1,243

The Company’s weighted average remaining lease term for its operating leases is 4.9 years using a weighted average discount rate of 8.5%.

Legal Matters: From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. There are no pending significant legal proceedings to which the Company is a party for which management believes the ultimate outcome would have a material adverse effect on the Company’s financial position.

v3.25.0.1
SUBSEQUENT EVENTS
6 Months Ended
Dec. 31, 2024
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 8 — SUBSEQUENT EVENTS

Management has evaluated events from December 31, 2024 through February 13, 2025, the date these financial statements were available to be issued and determined that there have been no other events that occurred that would require adjustment to our disclosures in the condensed consolidated financial statements.

v3.25.0.1
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Dec. 31, 2024
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Organization

Organization: Moving iMage Technologies, Inc., a Delaware corporation, together with its wholly owned subsidiaries unless the context indicates otherwise, the (“Company”) was incorporated in June 2020. The Company, through its wholly owned subsidiary, Moving iMage Technologies, LLC (“MiT LLC”) and MiT LLC’s wholly-owned subsidiary, Moving iMage Acquisition Co., (DBA “Caddy Products”), designs, integrates, installs and distributes proprietary and custom designed equipment as well as off the shelf cinema products needed for contemporary cinema requirements. The Company also offers single source solutions for cinema design, procurement, installation and service to the creative and production communities for screening, digital intermediate and other critical viewing rooms. Additionally, the Company offers a wide range of technical, design and consulting services such as custom engineering, systems design, integration and installation, and digital technology, as well as software solutions for operations enhancement and theatre management. The Company also provides turnkey furniture, fixture and equipment services to commercial cinema exhibitors for new construction and remodels including design, consulting, installation and project management as well as procurement of seats, lighting, acoustical treatments, screens, projection and sound.

Moving iMage Acquisition Co. (DBA “Caddy Products”) designs, develops and manufactures innovative products for the entertainment, cinema, grocery, worship, restaurant, sports and restroom industries.

Impact of the COVID-19 Pandemic

Impact of the COVID-19 Pandemic: The COVID-19 pandemic has had an unprecedented impact on the world and the movie exhibition industry. The social and economic effects have been widespread. At various points during the pandemic, authorities around the world-imposed measures intended to control the spread of COVID-19, including stay-at-home orders and restrictions on large public gatherings, which caused movie theaters in countries around the world to temporarily close. The repercussions of the COVID-19 global pandemic resulted in a significant impact to our customers, specifically those in the entertainment and cinema industries. As a result, the Company implemented various cash preservation strategies, including, but not limited to, temporary personnel and salary reductions, halting non-essential operating and capital expenditures, and negotiating modified timing and/or abatement of contractual payments with landlords and other major suppliers.

Throughout 2020 and through 2022 the theatres reopened as soon as local restrictions, and the status of the COVID-19 pandemic would allow. As of December 31, 2024, a large majority of domestic and international theatres were open. The industry’s recovery to historical levels of new film content, both in terms of the number of new films and box office performance, is still underway, as the industry also continues to adjust to evolving theatrical release windows, competition from streaming and other delivery platforms, supply chain delays, inflationary pressures, labor shortages, wage rate pressures and other economic factors.

Based on the management’s current estimates, it believes it will generate sufficient cash to sustain operations for a period of 12 months from the issuance of these financial statements.

Principles of Consolidation Principles of Consolidation: The condensed consolidated financial statements include the accounts of MiT Inc., its wholly owned subsidiary, MiT LLC, and MiT LLC’s wholly owned subsidiary, Moving iMage Acquisition Co., (DBA “Caddy Products”). All significant intercompany transactions and balances have been eliminated in consolidation.
Basis of Presentation Basis of Presentation: The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Unaudited Interim Condensed Consolidated Financial Statements

Unaudited Interim Condensed Consolidated Financial Statements: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP. However, in the opinion of the management of the Company, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position and operating results have been included in these statements. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended June 30, 2024, and with the disclosures and risk factors presented therein. The June 30, 2024 condensed consolidated balance sheet has been derived from the audited consolidated financial statements. Operating results for the three and six months ended December 31, 2024 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending June 30, 2025.

Assets and Liabilities Measured on a Non-recurring Basis Assets and Liabilities Measured on a Non-recurring Basis - In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis. Our non-financial assets, including goodwill, intangible assets and property and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized.
Use of Estimates

Use of Estimates: The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities (including sales returns, credit losses, inventory reserves, warranty reserves, purchase price allocation and asset impairments), disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

Concentration of Cash

Concentration of Cash: The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Management believes the Company is not exposed to any significant credit risk on its cash balances.

Accounts Receivable

Accounts Receivable: Accounts receivable are carried at original invoice amount less allowance for credit losses. Management determines the allowance for credit losses by identifying troubled accounts and by using historical experience applied to an aging of accounts. Accounts receivable are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. Accounts receivable are considered to be past due if any portion of the receivable balance is outstanding for more than 90 days past the customer’s granted terms. The Company does not charge interest on past-due balances or require collateral on its accounts receivable. As of December 31, 2024 and June 30, 2024 the allowance for credit losses is approximately $397,000 and $378,000, respectively.

Inventories

Inventories: Inventories are stated at the lower of cost or net realizable value, with cost being determined on the first-in, first-out cost method of accounting. The Company purchases finished goods and materials to assemble kits in quantities that it anticipates will be fully used in the near term. Changes in operating strategy, customer demand, and fluctuations in market values can limit the Company’s ability to effectively utilize all products purchased and can result in finished goods with above-market carrying costs which may cause losses on sales to customers. The Company’s policy is to closely monitor inventory levels, obsolescence and lower market values compared to costs and, when necessary, reduce the carrying amount of its inventory to its net realizable value. As of December 31, 2024 and June 30, 2024, the inventory reserve was $1,269,000 and $1,106,000, respectively, and inventory on hand was comprised primarily of finished goods ready for sale.

Revenue Recognition

Revenue Recognition: The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”).

Revenue is recognized when control of the promised goods is transferred at the point of shipment to a customer, and when performance conditions are satisfied at the customer location, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods as per the agreement with the customer. The Company generates all its revenue from agreements with customers based on equipment shipment dates and when customer location work is completed. In case agreements with multiple performance obligations, the Company identifies each performance obligation and evaluates whether the performance obligations are distinct within the context of the agreement at the agreement’s inception. Performance obligations that are not distinct at agreement inception are combined. The Company allocates the transaction price to each distinct performance obligation proportionately based on the estimated standalone selling price for each performance obligation and then evaluates how the services are transferred to the customer to determine the timing of revenue recognition.

The Company considers the U.S. GAAP criteria for determining whether to report revenue gross as a principal versus net as an agent. Factors considered include whether the Company is the primary obligor, has risks and rewards of ownership, and bears the risk that a customer may not pay for the products provided or services performed. If there are circumstances where the above criteria are not met, revenues recognized are presented net of cost of goods sold.

Contract assets consist of conditional or unconditional rights to consideration. Accounts receivable represent amounts billed to customers where the Company has an enforceable right to payment for performance completed to date (i.e., unconditional rights to consideration). The Company does not have contract assets that represent conditional rights to consideration.

Contract liabilities consist of customer refunds and warranty liabilities, as well as deposits received in advance on sales to certain customers. Such deposits are reflected as customer deposits and recognized in revenue when control of the products is transferred or when performance conditions are satisfied per the agreement. The change in contract liabilities (customer deposits and unearned warranty revenue) during the six months ended December 31, 2024 included $0.731 million for revenue recognized that was included in contract liability as of June 30 2024.

Contract Liabilities ($ in Thousands)

December 31,

June 30,

Contract Liabilities

2024

2024

Customer deposits

$

1,057

$

1,651

Unearned Revenue

65

31

Customer refunds

423

399

Total

$

1,545

$

2,081

Cost of goods sold includes cost of inventory sold during the period, net of vendor discounts and allowances, and shipping and handling costs, and sales taxes. Taxes collected from customers are included in accounts payable on a net basis (excluded from revenues) until remitted to the government.

Deferred contract acquisition costs consist of sales commissions paid to the sales force, and the related employer payroll taxes, and are considered incremental and recoverable costs of obtaining a contract with a customer. The Company has determined that sales commissions paid are an immaterial component of obtaining a customer’s contract and has elected to expense sales commissions when earned.

Three Months Ended

Six Months Ended

December 31,

December 31,

Disaggregation of Revenue ($ in Thousands)

    

2024

    

2023

    

2024

    

2023

Equipment upon delivery (point in time)

$

3,404

$

3,221

$

8,597

$

9,838

Installation (point in time)

 

23

 

27

 

67

 

27

Software and services (over time)

 

14

 

17

 

29

 

35

Total revenues

$

3,441

$

3,265

$

8,693

$

9,900

Revenue from the sale of equipment is recognized upon shipment of such equipment to customers and when performance conditions are satisfied at the custom location.

Revenue from installation labor is recognized upon completion of the installation project and when the performance obligation is complete.

Software subscription revenue for remote monitoring services is recognized on a straight-line basis over the term of the contract, usually one year. Services revenues are generally recognized over time as the contracts are performed.

Returns and Allowances

Returns and Allowances: The Company records allowances for discounts and product returns at the time of sale as a reduction of revenue as such allowances can be reliably estimated based on historical experience and known trends.

Shipping and Handling Costs

Shipping and Handling Costs: Shipping and handling costs are included in cost of goods sold and are recognized as a period expense during the period in which they are incurred.

Advertising Costs

NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Advertising Costs: Advertising costs were approximately $8,200 and $6,200 for the three months ended December 31, 2024 and 2023, respectively and $12,200 and $9,600 for the six months ended December 31, 2024 and 2023, respectively. Advertising costs are expensed as incurred within selling and marketing expenses.

Intangible assets

Intangible assets: Intangible assets arising from business combinations, such as customer relationships, trade names, and/or intellectual property, are initially recorded at fair value. The Company amortizes these intangible assets over the determined useful life which generally ranges from 11 to 20 years. Management reviews its intangible assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. There were no intangible asset impairments recognized for the three or six months ended December 31, 2024 or 2023.

Business Combinations

Business Combinations: The Company includes the results of operations of the businesses that it acquires commencing on the respective dates of acquisition. The Company allocates the fair value of the purchase price of its acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill.

Income Taxes

Income Taxes: The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The following table summarizes the components of deferred tax assets and deferred tax liabilities at December 31, 2024 and June 30, 2024 (in thousands):

$ in Thousands

    

Deferred Tax Assets (Liabilities)

December 31, 2024

 

June 30, 2024

Inventory reserve

$

355

$

309

Accumulated depreciation

 

(4)

 

(6)

Accumulated goodwill amortization

 

61

 

63

Accumulated intangible amortization

 

128

 

125

Deferred rent

 

10

 

2

Warranty reserve

 

18

 

9

Stock compensation

 

68

 

68

Net operating loss carryforward

 

1,635

 

1,481

Allowance for doubtful accounts

 

36

 

106

Net

 

2,307

 

2,157

Valuation allowance

 

(2,307)

 

(2,157)

Total

$

$

Leases

Leases: On July 1, 2022 the Company adopted ASU 2016-02, Leases (Topic 842) which requires lessees to recognize assets and liabilities for the rights and obligations created by most leases on their balance sheet. In accordance with ASC 842, on July 1, 2024 the Company recognized Right of Use Assets in the amount of $1,062,000 and a lease liability of $1,062,000 for the leases associated with its executive office and warehouse space, as described in Note 7.

Product Warranty

Product Warranty: The Company’s digital equipment products are sold under various limited warranty arrangements ranging from one year to three years. Company policy is to establish reserves for estimated product warranty costs in the period when the related revenue is recognized. The Company has the right to return defective products for up to three years, depending on the manufacturers’ individual policies. As of December 31, 2024 and June 30, 2024, the Company has established a warranty reserve of $39,000 and $69,000, respectively, which is included in accrued expenses in the accompanying condensed consolidated balance sheets.

The changes in the Company’s aggregate warranty liabilities were as follows for the following periods (in thousands):

December 31,

June 30,

    

2024

2024

Product warranty liability, beginning of period

 

$

69

$

53

Accruals for warranties issued

 

259

250

Settlements made

 

(289)

(234)

Product warranty liability, end of period

 

$

39

$

69

Research and Development

Research and Development: The Company incurs costs to develop new products, as well as improve the appeal and functionality of its existing products. Research and development costs are charged to expense when incurred.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements: 

In November 2023, FASB issued ASU 2023-07 on segment disclosures. The amendments will be effective for fiscal years beginning after December 15, 2024 (fiscal 2025 for the Company) and interim periods within fiscal years beginning after December 15, 2024 (fiscal 2026 for the Company).

v3.25.0.1
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
6 Months Ended
Dec. 31, 2024
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Schedule of revenue recognized included in contract liability

Contract Liabilities ($ in Thousands)

December 31,

June 30,

Contract Liabilities

2024

2024

Customer deposits

$

1,057

$

1,651

Unearned Revenue

65

31

Customer refunds

423

399

Total

$

1,545

$

2,081

Summary of disaggregation of revenue

Three Months Ended

Six Months Ended

December 31,

December 31,

Disaggregation of Revenue ($ in Thousands)

    

2024

    

2023

    

2024

    

2023

Equipment upon delivery (point in time)

$

3,404

$

3,221

$

8,597

$

9,838

Installation (point in time)

 

23

 

27

 

67

 

27

Software and services (over time)

 

14

 

17

 

29

 

35

Total revenues

$

3,441

$

3,265

$

8,693

$

9,900

Summary of deferred tax assets and liabilities

$ in Thousands

    

Deferred Tax Assets (Liabilities)

December 31, 2024

 

June 30, 2024

Inventory reserve

$

355

$

309

Accumulated depreciation

 

(4)

 

(6)

Accumulated goodwill amortization

 

61

 

63

Accumulated intangible amortization

 

128

 

125

Deferred rent

 

10

 

2

Warranty reserve

 

18

 

9

Stock compensation

 

68

 

68

Net operating loss carryforward

 

1,635

 

1,481

Allowance for doubtful accounts

 

36

 

106

Net

 

2,307

 

2,157

Valuation allowance

 

(2,307)

 

(2,157)

Total

$

$

Summary of warranty liabilities

December 31,

June 30,

    

2024

2024

Product warranty liability, beginning of period

 

$

69

$

53

Accruals for warranties issued

 

259

250

Settlements made

 

(289)

(234)

Product warranty liability, end of period

 

$

39

$

69

v3.25.0.1
LOSS PER SHARE (Tables)
6 Months Ended
Dec. 31, 2024
LOSS PER SHARE  
Schedule of basic and diluted earnings (loss) per share

Loss per Share

    

For the Three Months

    

For the Six Months

(In Thousands except for share

Ended December 31

Ended December 31

and per share price)

2024

2023

2024

2023

Numerator:

 

  

 

  

 

  

 

  

Net (loss)

$

(527)

$

(794)

$

(552)

$

(355)

Denominator:

 

  

 

  

 

  

 

  

Weighted average common shares outstanding, basic and diluted

 

9,896,850

 

10,655,686

9,896,850

 

10,670,732

Net (loss) per share

 

  

 

  

 

  

 

  

Basic and diluted

$

(0.05)

$

(0.07)

$

(0.06)

$

(0.03)

Schedule of antidilutive securities excluded

    

For the Six Months Ended

December 31

2024

2023

Options

 

450,000

 

250,000

Total potentially dilutive shares

 

450,000

 

250,000

v3.25.0.1
INTANGIBLE ASSETS (Tables)
6 Months Ended
Dec. 31, 2024
INTANGIBLE ASSETS  
Summary of intangible assets

The following table summarizes the Company’s intangible assets as of December 31, 2024 (in thousands):

Amortization

Gross Asset

Accumulated

Net Book

    

Period

    

Cost

    

Amortization

    

Value

Customer relations

 

11 years

$

970

$

685

$

285

Patents

 

20 years

 

70

 

19

 

51

Trademark

 

20 years

 

78

 

21

 

57

 

  

$

1,118

$

725

$

393

The following table summarizes the Company’s intangible assets as of June 30, 2024 (in thousands):

Amortization

Gross Asset

Accumulated

Net Book

    

Period

    

Cost

    

Amortization

    

Value

Customer relations

 

11 years

$

970

$

660

$

310

Patents

 

20 years

 

70

 

17

 

53

Trademark

 

20 years

 

78

 

19

 

59

 

  

$

1,118

$

696

$

422

Summary of estimated amortization expense related to intangible assets

Estimated amortization expense related to intangible assets subject to amortization at December 31, 2024 in each of the years subsequent to December 31, 2024, and thereafter is as follows (amounts in thousands);

2025

 

$

30

2026

 

59

2027

 

59

2028

59

2029

59

Thereafter

 

127

Total

$

393

v3.25.0.1
ACCRUED EXPENSES (Tables)
6 Months Ended
Dec. 31, 2024
ACCRUED EXPENSES  
Schedule of accrued expenses

Accrued expenses consist of the following (in thousands):

Accrued Expenses

December 31,

June 30,

($ in Thousands)

    

2024

    

2024

Employee compensation

$

304

$

178

Accrued warranty

39

69

Freight

9

32

Sales tax

9

14

Other

 

45

 

27

Total

$

406

$

320

v3.25.0.1
STOCKHOLDERS' EQUITY (Tables)
6 Months Ended
Dec. 31, 2024
STOCKHOLDERS' EQUITY  
Summary of weighted average assumptions were used for option grants

December 31,

2024

Officer

Options

Risk-free interest rate

4.22

%  

Expected volatility

84

%  

Dividend yield

%  

Expected option term in years

5.5

 

Summary of outstanding stock options

Range of

    

Number

    

Number

    

    

Wtd. Avg.

Exercise Price

 Outstanding

 Exercisable

Wtd. Avg, Life

 Exercise Price

$0.65 - $1.10

 

450,000

 

275,000

 

9.33 years

$0.90

Stock options  
STOCKHOLDERS' EQUITY  
Summary of stock options

    

    

Wtd. Avg.

Exercise

Options

Price

Balance, July 1, 2024

 

250,000

$

1.10

Granted during the period

 

200,000

 

0.65

Exercised during the period

 

 

Cancelled during the period

 

 

Balance, December 31, 2024

 

450,000

$

0.90

    

    

Wtd. Avg.

Exercise

Options

Price

Balance, July 1, 2023

 

250,000

$

1.10

Granted during the period

 

 

Exercised during the period

 

 

Terminated/Expired during the period

 

 

Balance, December 31, 2023

 

250,000

$

1.10

v3.25.0.1
LEASE COMMITMENTS AND CONTINGENCIES (Tables)
6 Months Ended
Dec. 31, 2024
LEASE COMMITMENTS AND CONTINGENCIES  
Summary of future minimum lease payments

    

(in thousands)

Total

Operating leases

Payments

2025

$

147

2026

313

2027

326

2028

303

2029

266

2030

159

Total undiscounted operating lease payments

$

1,514

Less imputed interest (at 8.5%)

 

(271)

Present value of operating lease payments

$

1,243

Schedule of ROU assets and operating lease liabilities

Assets

    

(in thousands)

ROU assets-net

$

1,206

Liabilities

 

  

Current operating lease liabilities

$

206

Long-term operating lease liabilities

 

1,037

Total ROU liabilities

$

1,243

v3.25.0.1
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Jul. 01, 2024
Jun. 30, 2024
Allowance for bad debts $ 397,000   $ 397,000     $ 378,000
Inventory reserve 1,269,000   1,269,000     1,106,000
Advertising costs 8,200 $ 6,200 12,200 $ 9,600    
Impairment on intangible assets 0 $ 0 0 $ 0    
Right-of-use asset 1,206,000   1,206,000     144,000
Lease liabilities 1,243,000   1,243,000      
Current operating lease liabilities $ 206,000   $ 206,000     $ 151,000
Adjustment | ASU 842            
Right-of-use asset         $ 1,062,000  
Lease liabilities         $ 1,062,000  
Maximum            
Amortization period 20 years   20 years      
Minimum            
Amortization period 11 years   11 years      
v3.25.0.1
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Contract liabilities (Details) - USD ($)
$ in Thousands
6 Months Ended
Dec. 31, 2024
Jun. 30, 2024
Contract with Customer, Liability [Abstract]    
Revenue recognized included in opening balance $ 731  
Customer deposits 1,057 $ 1,651
Unearned Revenue 65 31
Customer refunds 423 399
Total $ 1,545 $ 2,081
v3.25.0.1
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total revenues $ 3,441 $ 3,265 $ 8,693 $ 9,900
Equipment upon delivery | Point in time        
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total revenues 3,404 3,221 8,597 9,838
Installation | Point in time        
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total revenues 23 27 $ 67 27
Software and services        
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Term of contract     1 year  
Software and services | Over time        
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total revenues $ 14 $ 17 $ 29 $ 35
v3.25.0.1
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Deferred assets and liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    
Inventory reserve $ 355 $ 309
Accumulated depreciation (4) (6)
Accumulated goodwill amortization 61 63
Accumulated intangible amortization 128 125
Deferred rent 10 2
Warranty reserve 18 9
Stock compensation 68 68
Net operating loss carryforward 1,635 1,481
Allowance for doubtful accounts 36 106
Net 2,307 2,157
Valuation allowance $ (2,307) $ (2,157)
v3.25.0.1
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Warranty liabilities (Details) - USD ($)
6 Months Ended 12 Months Ended
Dec. 31, 2024
Jun. 30, 2024
Product Warranty Liability [Line Items]    
Product warranty liability, beginning of period $ 69,000 $ 53,000
Accruals for warranties issued 259,000 250,000
Settlements made (289,000) (234,000)
Product warranty liability, end of period $ 39,000 $ 69,000
Maximum    
Product Warranty Liability [Line Items]    
Warranty period 3 years  
Period of right to return defective products 3 years  
Minimum    
Product Warranty Liability [Line Items]    
Warranty period 1 year  
v3.25.0.1
LOSS PER SHARE (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Numerator:        
Net (loss) $ (527) $ (794) $ (552) $ (355)
Denominator:        
Weighted average common shares outstanding, basic 9,896,850 10,655,686 9,896,850 10,670,732
Weighted average common shares outstanding, diluted 9,896,850 10,655,686 9,896,850 10,670,732
Net (loss) per share, basic $ (0.05) $ (0.07) $ (0.06) $ (0.03)
Net (loss) per share, diluted $ (0.05) $ (0.07) $ (0.06) $ (0.03)
v3.25.0.1
LOSS PER SHARE - Antidilutive shares (Details) - shares
6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
LOSS PER SHARE    
Total potentially dilutive shares 450,000 250,000
Options    
LOSS PER SHARE    
Total potentially dilutive shares 450,000 250,000
v3.25.0.1
INTANGIBLE ASSETS (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Intangible assets    
Gross Asset Cost $ 1,118 $ 1,118
Accumulated Amortization 725 696
Total $ 393 $ 422
Customer relations    
INTANGIBLE ASSETS    
Estimated useful life 11 years 11 years
Intangible assets    
Gross Asset Cost $ 970 $ 970
Accumulated Amortization 685 660
Total $ 285 $ 310
Patents    
INTANGIBLE ASSETS    
Estimated useful life 20 years 20 years
Intangible assets    
Gross Asset Cost $ 70 $ 70
Accumulated Amortization 19 17
Total $ 51 $ 53
Trademark    
INTANGIBLE ASSETS    
Estimated useful life 20 years 20 years
Intangible assets    
Gross Asset Cost $ 78 $ 78
Accumulated Amortization 21 19
Total $ 57 $ 59
v3.25.0.1
INTANGIBLE ASSETS - Amortization expense (Details) - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
INTANGIBLE ASSETS        
Amortization expense     $ 29,000 $ 29,000
Impairment on intangible assets $ 0 $ 0 0 0
General and administrative expense        
INTANGIBLE ASSETS        
Amortization expense $ 15,000 $ 15,000 $ 29,000 $ 29,000
v3.25.0.1
INTANGIBLE ASSETS - Estimated amortization expense related to intangible assets subject to amortization (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]    
2025 $ 30  
2026 59  
2027 59  
2028 59  
2029 59  
Thereafter 127  
Total $ 393 $ 422
v3.25.0.1
ACCRUED EXPENSES (Details) - USD ($)
Dec. 31, 2024
Jun. 30, 2024
Jun. 30, 2023
ACCRUED EXPENSES      
Employee compensation $ 304,000 $ 178,000  
Accrued warranty 39,000 69,000 $ 53,000
Freight 9,000 32,000  
Sales tax 9,000 14,000  
Other 45,000 27,000  
Total $ 406,000 $ 320,000  
v3.25.0.1
STOCKHOLDERS' EQUITY (Details) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
Oct. 30, 2024
Dec. 31, 2024
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Jun. 30, 2024
STOCKHOLDERS' EQUITY              
Maximum stock based awards available for issuance   1,500,000 1,500,000   1,500,000    
Share based payment award option outstanding   1,020,000 1,020,000   1,020,000    
Options granted     200,000 0 200,000 0  
Compensation expense     $ 32,000 $ 5,000 $ 37,000 $ 10,000  
Warrants exercised for number of shares   0 0 0 0 0 0
Phil Rafnson              
STOCKHOLDERS' EQUITY              
Officer compensation   $ 100,000          
Francis Godfrey              
STOCKHOLDERS' EQUITY              
Options granted 200,000            
Exercise price, granted $ 0.65            
Vesting period 3 years            
Francis Godfrey | First vesting period              
STOCKHOLDERS' EQUITY              
Vesting right percentage 25.00%            
Francis Godfrey | Second vesting period              
STOCKHOLDERS' EQUITY              
Vesting right percentage 25.00%            
Francis Godfrey | Third vesting period              
STOCKHOLDERS' EQUITY              
Vesting right percentage 25.00%            
Francis Godfrey | Fourth vesting period              
STOCKHOLDERS' EQUITY              
Vesting right percentage 25.00%            
v3.25.0.1
STOCKHOLDERS' EQUITY - Weighted average assumptions (Details) - Officer Options
3 Months Ended 6 Months Ended
Dec. 31, 2023
Dec. 31, 2024
STOCKHOLDERS' EQUITY    
Risk-free interest rate   4.22%
Expected volatility   84.00%
Expected option term in years   5 years 6 months
Minimum    
STOCKHOLDERS' EQUITY    
Risk-free interest rate 4.22%  
Expected volatility 84.00%  
v3.25.0.1
STOCKHOLDERS' EQUITY - Share repurchase program (Details)
$ in Thousands
3 Months Ended
Dec. 31, 2023
USD ($)
STOCKHOLDERS' EQUITY  
Total $ 101
v3.25.0.1
STOCKHOLDERS' EQUITY - Stock options and stock warrants (Details) - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
STOCKHOLDERS' EQUITY        
Granted during the period 200,000 0 200,000 0
Future option vesting expense $ 32,000 $ 5,000 $ 37,000 $ 10,000
Stock options        
STOCKHOLDERS' EQUITY        
Beginning balance     250,000 250,000
Granted during the period     200,000  
Ending balance 450,000 250,000 450,000 250,000
Weighted Average Exercise Price, Beginning balance     $ 1.1 $ 1.1
Weighted Average Exercise Price, Granted during the period     0.65  
Weighted Average Exercise Price, Ending balance $ 0.9 $ 1.1 $ 0.9 $ 1.1
v3.25.0.1
STOCKHOLDERS' EQUITY - Outstanding and exercisable stock (Details)
6 Months Ended
Dec. 31, 2024
$ / shares
shares
STOCKHOLDERS' EQUITY  
Number Outstanding | shares 450,000
Number Exercisable | shares 275,000
Wtd. Avg, Life 9 years 3 months 29 days
Wtd. Avg. Exercise Price $ 0.9
Minimum  
STOCKHOLDERS' EQUITY  
Wtd. Avg. Exercise Price 0.65
Maximum  
STOCKHOLDERS' EQUITY  
Wtd. Avg. Exercise Price $ 1.1
v3.25.0.1
CUSTOMER AND VENDOR CONCENTRATIONS - Customer Concentrations (Details) - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Jun. 30, 2024
CUSTOMER AND VENDOR CONCENTRATIONS        
Accounts receivable, net $ 749,000   $ 749,000 $ 1,048,000
Revenue | Customer concentration | Customer one        
CUSTOMER AND VENDOR CONCENTRATIONS        
Concentration risk percentage 15.00% 15.00% 13.00%  
Revenue | Customer concentration | Customer two        
CUSTOMER AND VENDOR CONCENTRATIONS        
Concentration risk percentage 12.00% 10.00% 11.00%  
Accounts receivable | Customer concentration        
CUSTOMER AND VENDOR CONCENTRATIONS        
Accounts receivable, net $ 287,000   $ 287,000  
v3.25.0.1
CUSTOMER AND VENDOR CONCENTRATIONS - Vendor Concentrations (Details) - Purchases - Supplier concentration
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Vendor one        
CUSTOMER AND VENDOR CONCENTRATIONS        
Concentration risk percentage 18.00% 11.00% 17.00% 19.00%
Vendor two        
CUSTOMER AND VENDOR CONCENTRATIONS        
Concentration risk percentage       17.00%
v3.25.0.1
LEASE COMMITMENTS AND CONTINGENCIES (Details)
3 Months Ended 6 Months Ended
Feb. 01, 2025
USD ($)
Oct. 30, 2024
USD ($)
ft²
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
LEASE COMMITMENTS AND CONTINGENCIES            
Aggregate rent expense     $ 99,000 $ 73,000 $ 185,000 $ 147,000
Monthly rent payable   $ 6,299        
Increase in monthly rent payable   4.00%        
Area | ft²   4,344        
Lease term   3 years        
Weighted average remaining lease term for operating leases (in years)     4 years 10 months 24 days   4 years 10 months 24 days  
Weighted average discount rate     8.50%   8.50%  
Subsequent event            
LEASE COMMITMENTS AND CONTINGENCIES            
Renewal term of lease 5 years          
Monthly rent payable $ 19,362          
Increase in monthly rent payable 4.00%          
v3.25.0.1
LEASE COMMITMENTS AND CONTINGENCIES - Future minimum lease payments (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Operating leases  
2025 $ 147
2026 313
2027 326
2028 303
2029 266
2030 159
Total undiscounted operating lease payments 1,514
Less imputed interest (at 8.5%) (271)
Present value of operating lease payments $ 1,243
Imputed interest rate percentage 8.50%
v3.25.0.1
LEASE COMMITMENTS AND CONTINGENCIES - ROU assets and operating lease liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Assets    
ROU assets-net $ 1,206 $ 144
Liabilities    
Current operating lease liabilities 206 $ 151
Long-term operating lease liabilities 1,037  
Total ROU liabilities $ 1,243  

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