10-Q

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 September 30, 2023

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 November 14, 2023, there were 10,685,778 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	F-3
	Condensed Consolidated Balance Sheets as of September 30, 2023 (unaudited) and June 30, 2023	F-3
	Condensed Consolidated Statements of Operations (unaudited) for the three months ended September 30, 2023	F-4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the three months ended September 30, 2023 and 2022	F-5
	Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended September 30, 2023 and 2022	F-6
	Notes to Unaudited Condensed Consolidated Financial Statements	F-7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	27
ITEM 4.	Controls and Procedures	27
PART II - OTHER INFORMATION		28
ITEM 1.	Legal Proceedings	28
ITEM 1A.	Risk Factors	28
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
ITEM 3.	Defaults Upon Senior Securities	28
ITEM 4.	Mine Safety Disclosures	28
ITEM 5.	Other Information	28
ITEM 6.	Exhibits	29
SIGNATURES		30

F-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)

	September 30,		June 30,
	2023		2023
	(unaudited)
Assets
Current Assets:
Cash	$	6,408	$	6,616
Accounts receivable, net		2,042		905
Inventories, net		4,752		4,419
Prepaid expenses and other		248		451
Total Current Assets		13,450		12,391
Long-Term Assets:
Right-of-use asset		349		415
Property and equipment, net		26		28
Intangibles, net		466		480
Other assets		16		16
Total Long-Term Assets		857		939
Total Assets	$	14,307	$	13,330
Liabilities And Stockholders’ Equity
Current Liabilities:
Accounts payable	$	2,912	$	1,507
Accrued expenses		843		618
Customer deposits		2,153		3,169
Lease liability–current		288		280
Unearned warranty revenue		12		26
Total Current Liabilities		6,208		5,600
Long-Term Liabilities:
Lease liability–non-current		76		151
Total Long-Term Liabilities		76		151
Total Liabilities		6,284		5,751
Stockholders’ Equity
Common stock, $0.00001 par value, 100,000,000 shares authorized, 10,685,778 and 10,685,778 shares issued and outstanding at September 30, 2023 and June 30, 2023, respectively		—		—
Additional paid-in capital		12,467		12,462
Accumulated deficit		(4,444)		(4,883)
Total Stockholders’ Equity		8,023		7,579
Total Liabilities and Stockholders’ Equity	$	14,307	$	13,330

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

F-3

MOVING IMAGE TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except share and per share amounts)

(unaudited)

	Three Months Ended		Three Months Ended
	September 30,		September 30,
	2023		2022
		(unaudited)
Net sales	$	6,635	$	5,852
Cost of goods sold		4,816		4,293
Gross profit		1,819		1,559
Operating expenses:
Research and development		67		66
Selling and marketing		542		610
General and administrative		826		835
Total operating expenses		1,435		1,511
Operating profit		384		48
Other income (expense)
Unrealized loss on marketable securities		—		(140)
Realized loss on marketable securities		—		(23)
Interest and other income, net		55		20
Total other income (expense)		55		(143)
Net profit/(loss)	$	439	$	(95)
Weighted average shares outstanding: basic and diluted (Note 3)		10,685,778		10,928,724
Net profit/(loss) per common share basic and diluted	$	0.04	$	(0.01)

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

F-4

MOVING IMAGE TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(unaudited)

(in thousands except for share amounts)

Three months ended September 30, 2023

						Retained Earnings
	Common Stock			Additional Paid-in		(Accumulated
	Shares	Amount		Capital		Deficit)		Total
Balance as of June 30, 2023	10,685,778	$	—	$	12,462	$	(4,883)	$	7,579
Grant of options to officer	—		—		5		—		5
Net income	—		—		—		439		439
Balance as of September 30, 2023	10,685,778	$	—	$	12,467	$	(4,444)	$	8,023

Three months ended September 30, 2022

						Retained Earnings
	Common Stock			Additional Paid-in		(Accumulated
	Shares	Amount		Capital		Deficit)		Total
Balance as of June 30, 2022	10,828,398	$	—	$	12,500	$	(3,085)	$	9,415
Issuance of stock to employees	130,000		—		153		—		153
Net loss	—		—		—		(95)		(95)
Balance as of September 30, 2022	10,958,398	$	—	$	12,653	$	(3,180)	$	9,473

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

F-5

MOVING IMAGE TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Three Months Ended		Three Months Ended
	September 30,		September 30,
	2023		2022
Cash flows from operating activities:
Net profit/(loss)	$	439	$	(95)
Adjustments to reconcile net profit/(loss) to net cash provided by (used in) operating activities:
Provision for doubtful accounts		1		3
Depreciation expense		3		2
Amortization expense		14		24
ROU amortization		66		(5)
Stock option compensation expense		5		—
Unrealized loss on investments		—		140
Realized loss on investments		—		23
Changes in operating assets and liabilities
Accounts receivable		(1,138)		9
Inventories, net		(333)		(887)
Prepaid expenses and other		203		425
Accounts payable		1,405		1,597
Accrued expenses		225		28
Unearned warranty revenue		(14)		28
Customer deposits		(1,016)		(1,312)
Lease liabilities		(67)		—
Net cash used in operating activities		(207)		(20)
Cash flows from investing activities
Sales of marketable securities		—		493
Purchases of marketable securities		—		(517)
Purchases of property and equipment		(1)		(2)
Net cash used in investing activities		(1)		(26)
Net decrease in cash		(208)		(46)
Cash, beginning of the year		6,616		2,340
Cash, end of the year	$	6,408	$	2,294
Non-cash investing and financing activities:
Issuance of stock to employees	$	—	$	153
Right-of-use assets from ASC842 adoption	$	—	$	681

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

F-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.

Share Exchange:

In June 2020, MiT LLC members created Moving iMage Technologies, Inc. (“MIT Inc.”) to facilitate the Company’s initial public offering (“IPO”). Upon formation of MiT, Inc., 2,000,000 shares of MiT, Inc. common stock were issued to members of MiT LLC. On July 7, 2021, MiT LLC and MiT Inc. entered into an exchange agreement (“Exchange Agreement”) whereby the members of MiT LLC exchanged their membership interest for 2,350,000 shares of common stock in MiT Inc. As a result of the Exchange Agreement, the members of MiT LLC owned approximately 79% or 4,452,334 of the outstanding common stock of MiT Inc. As a result, MiT LLC (the entity where the Company conducts its business) became a wholly-owned subsidiary of MiT Inc. (the SEC registrant).

The transaction was accounted for as a merger of entities under common ownership in accordance with generally accepted accounting principles in the United States of America (“GAAP”). This determination was primarily based on the facts that, immediately before and after the transaction: (i) MiT LLC owners owned a substantial majority of the voting rights in the combined company, (ii) MiT LLC designated a majority of the members of the initial board of directors of the combined company, and (iii) MiT LLC’s senior management holds all key positions in the senior management of the combined company.

Initial Public Offering: On July 12, 2021, the Company closed its initial public offering and issued 4,830,000 shares of its common stock at a price of $3.00 per share for net proceeds of approximately $12,360,000 after deducting underwriting discounts, commissions, and other expenses of approximately $2,130,000.

On July 12, 2021, in connection with the IPO, warrants to purchase 139,611 shares of the Company’s common stock were exercised on a cashless basis.

F-7

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

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 2022 the theatres reopened as soon as local restrictions and the status of the COVID-19 pandemic would allow. As of September 30, 2023, 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 Company’s current estimates of recovery, it believes it will generate, sufficient cash to sustain operations for a period of 12 months from the issuance of these financial statements. Nonetheless, the COVID-19 pandemic has had, and continues to have, adverse effects on the Company’s business, results of operations, cash flows and financial condition.

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, 2023, and with the disclosures and risk factors presented therein. The June 30, 2023 condensed consolidated balance sheet has been derived from the audited consolidated financial statements. Operating results for the three months ended September 30, 2023 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending June 30, 2024.

F-8

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

Marketable Securities: In March 2023, the Company sold all its marketable securities with the proceeds deposited to the Company’s cash account. As a result, the prior fair value and market data disclosure are no longer needed for the period ended September 30, 2023 and June 30 , 2023.

The carrying amounts of accounts receivable, accounts payable, and notes payable approximate fair value due to their short maturities.

Assets and Liabilities Not Measured - 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. For the year ended June 30, 2023, the Company impaired $(0.287) million in Goodwill, $(0.363) million in Intangible assets and $(0.304) in Note Receivables. There were no impairments recognized for the period ended September 30, 2023.

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, bad debts, 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 bad debts. Management determines the allowance for bad debts 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 September 30, 2023 and June 30, 2023 the allowance for bad debts is approximately $128,000 and $127,000, 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 September 30, 2023 and June 30, 2023, the inventory reserve was $647,000 and $584,000, 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”).

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

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, 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. In case

F-9

there are 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 three months ended September 30, 2023 included $1.982 million for revenue recognized that was included in contract liability as of July 1, 2023.

Contract Liabilities ($ in Thousands)	September 30, 2023		June 30, 2023
Customer deposits	$	2,153	$	3,169
Unearned warranty revenue		12		26
Customer refunds		383		139
Total contract liabilities	$	2,548	$	3,334

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.

	For the three months ended
Disaggregation of Revenue (in 000’s):	September 30, 2023		September 30, 2022
Equipment upon delivery (point in time)	$	6,557	$	5,714
Installation (point in time)		60		126
Software and services (over time)		18		12
Total revenues	$	6,635	$	5,852

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

Revenue from the sale of equipment is recognized upon delivery of such equipment to customers and when performance conditions are satisfied.

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

F-10

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.

Advertising Costs Advertising costs were approximately $3,400 and $6,700 for the three months ended September 30, 2023 and 2022, respectively. Advertising costs are expensed as incurred within selling and marketing expenses.

Goodwill and Intangible Assets: The Company had no Goodwill as of September 30, 2023 and June 30, 2023. Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in the 2019 Caddy Acquisition. Goodwill is reviewed for impairment at least annually, in June, or more frequently if a triggering event occurs between impairment testing dates. The Company operates as a single operating segment and as a single reporting unit for the purpose of evaluating goodwill impairment. On July 1, 2022, the Company adopted ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. As such, the Company’s goodwill impairment test includes a one-step qualitative impairment test whereby a goodwill impairment loss will be measured as the excess of a reporting units carrying amount over its fair value. The selection and assessment of qualitative factors used to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value involves significant judgment and estimates. If the fair value of the reporting unit exceeds its carrying value, then no impairment exists. If the estimated fair value of the reporting unit is less than its carrying value, an impairment loss would be recognized for the excess of the carrying value of the reporting unit over the fair value, not to exceed the carrying amount of goodwill.

Goodwill is at risk of future impairment in the event of significant unexpected changes in the Company’s forecasted future results and cash flows, or if there is a negative change in the long-term outlook for the business or in other factors such as the discount rate, or if there is a decline in the stock price.

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 months months ended September 30, 2023 or 2022.

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.

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

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.

F-11

The following table summarizes the components of deferred tax assets and deferred tax liabilities at June 30, 2023 and September 30, 2023 (in thousands):

	Deferred Tax Assets (Liabilities)
	September 30, 2023		June 30, 2023
Inventory reserve	$	181	$	163
Accumulated depreciation		(6)		(5)
Accumulated goodwill amortization		67		(13)
Accumulated intangible amortization		129		130
Unrealized loss on investments		—		68
Deferred rent		4		4
Warranty reserve		3		7
Stock compensation		68		68
Net operating loss carryforward		974		1,097
Allowance for doubtful accounts		36		36
Net		1,456		1,555
Valuation allowance		(1,456)		(1,555)
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, 2022 the Company recognized Right of Use Assets in the amount of $665,000 and a lease liability of $681,000 for the leases associated with its executive office and warehouse space, as described in Note 9.

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 September 30, 2023 and June 30, 2023, the Company has established a warranty reserve of $61,000 and $53,000, 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):

	September 30,		June 30,
	2023		2023
Product warranty liability beginning of period	$	53	$	55
Accruals for warranties issued		61		162
Change in estimates		-		-
Settlements made		(53)		(164)
Product warranty liability end of the period	$	61	$	53

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 June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) (“ASU 2016-13”), which significantly changes how entities will account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ASU 2016-13 replaces the existing incurred loss model with an expected credit loss model that requires entities to estimate an expected lifetime credit loss on most financial assets and certain other instruments. Under ASU 2016-13 credit impairment is recognized as an allowance for credit losses, rather than as a direct write-down of the amortized cost basis of a financial asset. The impairment allowance is a valuation account deducted from the amortized cost basis of financial assets to present the net amount expected to be collected on the financial asset.

F-12

The Company adopted the new pronouncement on July 1, 2023. The allowance for credit losses has been adjusted for management’s current estimate at each reporting date. The new guidance provides no threshold for recognition of impairment allowance. Therefore, entities must also measure expected credit losses on assets that have a low risk of loss. For instance, trade receivables that are either current or not yet due may not require an allowance reserve under currently generally accepted accounting principles, but under the new standard, Management has estimated an allowance for expected credit losses on trade receivables. ASU 2016-13 is effective for annual periods, including interim periods within those annual periods.

Management has assessed that the adoption of ASU 2016-13 has had no impact on its September 30, 2023 10-Q consolidated financial statements. Due the Management’s continuing ability to obtain 90% of contract value in up-front customer deposits, MIT’s risk is only the remaining 10% of the customer’s contract value. The combined effect of up-front customer deposits, prompt collection of trade receivables and application of historical aging criteria has resulted in minimal bad debts and allowances for doubtful accounts.

NOTE 2 — INVESTMENTS

In March 2023, the Company sold all its marketable securities with the proceeds deposited to the Company’s cash account.

F-13

NOTE 3 — 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:

Dollars in Thousands	For the Three Months Ended		For the Three Months Ended
	September 30,		September 30,
	2023		2022
Numerator:
Net profit/(loss)	$	439	$	(95)
Denominator:
Weighted average common shares outstanding, basic and diluted		10,685,778		10,928,724
Profit/(loss) per share
Basic and diluted	$	0.04	$	(0.01)

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 Three Months Ended	For the Three Months Ended
	September 30,	September 30,
	2023	2022
Options	250,000	150,000
Warrants	—	—
Total potentially dilutive shares	250,000	150,000

For the three months ended September 30, 2023 the Company had net income and the three months ended June 30, 2023 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.

F-14

NOTE 4 — PROPERTY AND EQUIPMENT

Property and equipment consist of the following (in thousands):

	September 30,		June 30,
	2023		2023
Production equipment	$	308	$	308
Leasehold improvements		213		213
Furniture and fixtures		45		45
Computer equipment		61		60
Other equipment		120		120
Total		747		746
Accumulated depreciation		(721)		(718)
Net property and equipment	$	26	$	28

Depreciation expense related to property and equipment was $2,500 of which $2,100 is included in cost of goods and $400 in general and administrative expense. For the three months ended September 30, 2022, depreciation expense related to property and equipment was $2,000, of which $0 is included in cost of goods sold and $2,000 in general and administrative expense.

Depreciation of property and equipment is calculated using the straight-line method over their estimated useful lives as follows:

	Useful Lives
Leasehold improvements	5 years or remaining lease term
Furniture and fixtures	5 years
Production equipment	3 – 7 years
Computer equipment	3 years
Other equipment	3 – 7 years

NOTE 5 — INTANGIBLE ASSETS

The following table summarizes the Company’s intangible assets as of September 30, 2023 (in thousands):

	Amortization	Gross Asset		Accumulated		Net Book
	Period	Cost		Amortization		Value
Customer relations	11 years	$	970	$	621	$	349
Patents	20 years		70		15		55
Trademark	20 years		78		16		62
		$	1,118	$	652	$	466

F-15

NOTE 5 — INTANGIBLE ASSETS (continued)

The following table summarizes the Company’s intangible assets as of June 30, 2023 (in thousands):

	Amortization	Gross Asset		Accumulated		Net Book
	Period	Cost		Amortization		Value
Customer relations	11 years	$	970	$	609	$	361
Patents	20 years		70		14		56
Trademark	20 years		78		15		63
		$	1,118	$	638	$	480

Amortization expense was $14,000 and $24,000 for the three months ended September 30, 2023 and 2022, respectively, and is included in general and administrative expense.

Estimated amortization expense related to intangible assets subject to amortization at September 30, 2023 in each of the five years subsequent to September 30, 2023, and thereafter is as follows (amounts in thousands):

2024	$	44
2025		59
2026		59
2027		59
Thereafter		245
Total	$	466

NOTE 6 — ACCRUED EXPENSES

Accrued expenses consist of the following (in thousands):

	September 30,
	2023		2022
Employee compensation	$	238	$	180
Accrued warranty		61		53
Customer refund		383		139
Legal fees		1		56
Freight		20		29
Sales tax		87		27
Others		53		134
Total	$	843	$	618

F-16

NOTE 7 — 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 September 30, 2023, the Plan provides for the issuance of up to 1,500,000 stock-based awards. There are 1,220,000 stock-based awards available to grant under the Plan at September 30, 2023.

In July 2021, MiT Inc. entered into an Exchange Agreement with MiT LLC pursuant to which MiT Inc. agreed to exchange membership units for 2,350,000 shares of Common Stock representing 41.4% of the equity as of such date on a fully diluted basis for no consideration. The shares were exchanged as part of the Exchange Agreement with the Company as described in Note 1.

In July 2021, the Company granted options to non-employee directors to purchase an aggregate of 150,000 shares of its common stock at an exercise price of $3.00 per share. The options vest one year from the date of grant, expire ten years from the date of grant and had an aggregate grant date fair value of $244,200, which will be recognized ratably over the vesting period. On May 26, 2023, the Board of Directors cancelled 150,000 options consisting of 50,000 options each to John Stiska, Katherine Crothall and Scott Anderson with an exercise price of $3.00. In its place, the Board granted 150,000 options consisting of 50,000 options each with an exercise price of $1.10 vesting immediately to John Stiska, Katherine Crothall and Scott Anderson. In addition to the director options, the Board granted CFO William Greene 100,000 options with an exercise price of $1.10 with 25% vesting immediately the remainder vesting at 25% per year thereafter. These options, which were the only options granted during the year ended June 30, 2023, had a grant-date fair value of $1.10 per share. The Company recognized compensation expense for stock option awards of approximately $113,000 during the year ended June 30, 2023. None of these potentially dilutive securities were included in the computation of diluted earnings per share as their impact would be anti-dilutive. The Company recognized $5,000 in compensation expense for stock options during the three months ended September 30, 2023.

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.

At September 30, 2023, there was no unrecognized compensation cost related to nonvested stock option awards and no option grants during the period.

The estimated fair value of each option award granted was determined on the date of grant using the Black-Scholes option valuation model. No options were granted during the three months ended September 30, 2023. The following weighted average assumptions were used for option grants during the three months ended June 30, 2023:

	Director		Officer
	Options		Options
Risk-free interest rate	3.92	%	3.86	%
Expected volatility	82.0	%	82.0	%
Dividend yield	—	%	—	%
Expected option term in years	5		7

On March 23, 2023 the Board of Directors re-authorized a stock repurchase program. Under the stock repurchase program, the Company may repurchase up to $1 million of its outstanding common stock over the next 12 months. During the period of March 24 through June 30, 2023, the Company repurchased 272,620 of the Company’s stock representing 2.55% of the 10,685,778 outstanding

NOTE 7 — STOCKHOLDERS’ EQUITY (continued)

shares at the end of June 30, 2023 at an average price of $1.11 per share. There were no share repurchases for the three months ended September 30, 2023.

F-17

$ in Thousands, except shares and dollar per share amounts

				Total Number of	Approximate
				Shares	Dollar Value of
				Purchased as	Shares that May
	Total Number of			Part of Publicly	Yet Be Purchased
	Shares	Average Price		Announced Plans	Under the Plans
Period	Purchased	Paid per Share		or Programs	or Programs
March 23, 2023 – June 30, 2023	272,620	$	1.11	272,620	$	697,000
Total	272,620	$	1.11	272,620	$	697,000

On July 12, 2022, the Company granted 130,000 shares of common stock, with a fair market value of approximately $153,000, to employees as compensation for previously provided service, which was accrued as of June 30, 2022.

A summary of the status of the Company’s stock options as of September 30, 2023 and changes during the three months ended September 30, 2023 are presented below.

		Wtd. Avg.
		Exercise
	Options	Price
Balance, July 1, 2023	250,000	$	1.10
Granted during the year	—		—
Exercised during the year	—		—
Cancelled during the year	—		—
Balance, September 30, 2023	250,000	$	1.10

A summary of the status of the Company’s stock options as of September 30, 2022 and changes during the three months ended September 30, 2022 are presented below.

		Wtd. Avg.
		Exercise
	Options	Price
Balance, July 1, 2022	—	$	—
Granted during the period	150,000		3.00
Exercised during the period	—		—
Terminated/Expired during the period	—		—
Balance, September 30, 2022	150,000	$	3.00

The following table summarizes information about outstanding and exercisable stock options at September 30, 2023:

Range of	Number	Number		Wtd. Avg.
Exercise Price	Outstanding	Exercisable	Wtd. Avg, Life	Exercise Price
$1.10	250,000	175,000	9.0 years	$1.10

There was no warrant activity during the year ended June 30, 2023 or for the three months ended September 30, 2023.

NOTE 8 — CUSTOMER AND VENDOR CONCENTRATIONS

Customers: Two customers accounted for 15% and 14% of the Company’s sales for the three months ended September 30, 2023.

At September 30, 2023, the amount of outstanding receivables related to the two customers was approximately $612,000.

One customer accounted for approximately 17% of the Company’s sales for the three months ended September 30, 2022. At September 30, 2022, the amount of outstanding receivables related to this customers was zero.

F-18

Vendors: Approximately 23% and 20% of the Company’s purchases were provided by two vendors for the three months ended September 30, 2023. Approximately 32% and 14% of the Company’s purchases were provided by two vendors for the three months ended September 30, 2022.

NOTE 9 — 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 on operating or a financing lease. Operating leases are included in ROU (right-of-use) assets and operating lease liabilities in our condensed consolidated balance sheet.

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.

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 $73,000 and $68,000 for the three months ended September 30, 2023 and 2022, respectively.

F-19

NOTE 9 — LEASE COMMITMENTS AND CONTINGENCIES (continued)

Future minimum lease payments at September 30, 2023 under these arrangements are as follows:

	(in thousands)
	Total
Operating leases	Payments
2024	$	227
2025		154
Total undiscounted operating lease payments	$	381
Less imputed interest (at 8%)		(17)
Present value of operating lease payments	$	364

The following table sets forth the ROU assets and operating lease liabilities as of September 30, 2023:

Assets	(in thousands)
ROU assets-net	$	349
Liabilities
Current operating lease liabilities	$	288
Long-term operating lease liabilities		76
Total ROU liabilities	$	364

The Company’s weighted average remaining lease term for its operating leases is 1.50 years.

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 10 — SUBSEQUENT EVENTS

On October 2, 2023, the Company entered into a 10b5-1 stock trading plan to facilitate the Company’s previously re-authorized one-year, $1 million share repurchase program announced on March 23, 2023. All repurchases will be implemented in accordance with the applicable requirements of Rule 10b-18 under the U.S. Securities Exchange Act of 1934. Through June 30, 2023, the Company had repurchased approximately 273,000 shares for $303,000, leaving $697,000 available for future repurchases.

On November 1, 2023, the Company increased CEO Phil Rafnson’s compensation from $150,000 to $200,000 annually.

Management has evaluated events from September 30, 2023 through November 14 2023, 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.

F-20

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, 2022, filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2022, 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 potential duration and impact of potential future pandemics and its effect on our business, financial condition, results of operations and cash flows;

● interruptions or higher prices of products and services from our suppliers;

● inability to timely introduce new products and services or enhance existing products and services;

● our dependence on distributors, dealers and resellers to sell and market our products and services, and any failure on our part to maintain and further develop our sales channels;

● inability to accurately forecast consumer demand for our products and services and adequately manage our inventory;

● increasing product costs that may cause our operating margins to decline;

● significant variation in revenues and profitability in a particular quarter as a result of the length, unpredictability and seasonality of our sales and contract fulfillment cycles;

● significant customers who cease purchasing our products and services at any time;

● inability ability to maintain our brand;

● inability to offer high-quality customer support;

● our ability to successfully address any product liability claims as well as other legal proceedings;

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● our ability to convert all of our backlog into revenue and cash flows;

● our ability to operate in a highly competitive market;

● the extent of competitive pricing pressure from our customers;

● our ability to successfully enter into and operate new lines of business;

● our ability to successfully acquire other businesses, product lines and technologies and address any problems encountered therewith;

● our ability to attract and retain highly skilled personnel and to manage our growth with our limited resources effectively;

● our ability to protect our trademarks and other intellectual property;

● the impact of security breaches through cyber-attacks, cyber intrusions or otherwise; and

● the impact of general political, social and economic conditions.

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

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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 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 2021 the theatres reopened as soon as local restrictions and the status of the COVID-19 pandemic would allow. As of September 30, 2023, 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 our current estimates of recovery, we believe we have, and will generate, sufficient cash to sustain operations. Nonetheless, the COVID-19 pandemic has had, and continues to have, adverse effects on the Company’s business, results of operations, cash flows and financial condition.

Investment in Growth. We have invested, and intend to continue to invest, in expanding our operations, increasing our headcount, developing our products and services to support our growth and expanding our infrastructure. We expect our total operating expenses to increase in the foreseeable future to meet our growth objectives. We plan to continue to invest in our sales and support operations with a particular focus in the near term of adding additional sales personnel to further broaden our support and coverage of our existing customer base, in addition to developing new customer relationships. Any investments we make in our sales and marketing organization will occur in advance of experiencing any benefits from such investments, and the return on these investments may be lower than we expect. In addition, as we invest in expanding our operations internationally, our business and results of operations will become further subject to the risks and challenges of international operations, including higher operating expenses and the impact of legal and regulatory developments outside the United States.

Adding New Customers and Expanding Sales to Our Existing Customer Base. We intend to target new customers by continuing to invest 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

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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.

Net sales

The principal factors that have affected or could affect our net sales from period to period are:

● 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

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

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 relying instead on a strategy of manufacturing or acquiring products based on orders placed by our customers.

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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 September 30, 2023 compared to the three months ended September 30, 2022

Sales

Three Months Ended September 30,
(in 000’s)
2023		2022
$	6,635	$	5,852

Net sales increased 13.4% to $6.635 million for the three months ended September 30, 2023 from $5.852 million for the three months ended September 30, 2022. In 2023, with more new movie releases compared to prior years theater owners were encouraged to increase theater construction during the three months ended September 30, 2023.

Gross Profit

Three Months Ended September 30,
(in 000’s),
2023		2022
$	1,819	$	1,559

Along with the revenue increase of 13.4%, gross profit increased 16.7% to $1.819 million for the three months ended September 30, 2023 from $1.559 million for the three months ended September 30, 2022 or an increase of $0.260 million. As a percentage of total revenues, gross profit percentage increased to 27.4% from 26.6%. The Company’s lower cost strategic inventory purchases improved the gross margin percentage. Both the lower cost QSC purchases and the sales of lower cost used and refurbished equipment resulted in higher gross margin percentages.

Research and Development

Three Months Ended September 30,
(in 000’s)
2023		2022
$	67	$	66

Research and development expense was virtually unchanged for the three months ended September 30, 2023 compared to the three months ended September 30, 2022.

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Selling, General and Administrative Expense

Three Months Ended September 30,
(in 000’s)
2023		2022
$	1,368	$	1,445

The decrease in selling, general and administrative expense was due primarily to lower consulting, audit, tax and legal compliance costs.

Other Income (Expense)

Three Months Ended September 30,
(in 000’s)
2023		2022
$	55	$	(143)

The September 30, 2023 to September 30, 2022 change in other income (expense) was primarily due to the $55,000 interest income in the three months ended September 30, 2023 compared to the unrealized marketable securities losses in the three months ended September 30, 2022.

Net Income (Loss)

Three Months Ended September 30,
(in 000’s)
2023		2022
$	439	$	(95)

Net income was $0.439 million for the three months ended September 30, 2023 compared to net loss of $(0.095) million for the three months ended September 30, 2022 or an improvement of $0.534 million. The increase was due to higher revenues and related gross margin of $0.260 million, lower operating expenses of $0.077 million and higher other income of $0.197 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. On July 7, 2021, the Company completed an initial public offering resulting in net proceeds of approximately $12.360 million. Cash balance at September 30, 2023 was approximately $6.408 million, as compared to $6.616 million at June 30, 2023.

Cash Flows from Operating Activities

Net cash used in operating activities was $(0.207) million for the three months ended September 30, 2023, primarily due to $(0.735) million in working capital declines offset by the $0.439 million in net income and $0.090 million in other non-cash expenses. The net change in other working capital was primarily due to increases in receivables, inventory and payables and decreases in customer deposits, offset by decreases in prepaid and accrued expenses. The net cash used in operating activities was $(0.020) million for the three months ended September 30, 2022, primarily due to net loss of $(0.095) million offset by net changes in working capital items of $(0.398) million. The net change in working capital was primarily due to increases in inventory and customer deposits offset by lower payables and other items.

26

Cash Flows from Investing Activities

Net cash used in investing activities was $(0.001) million for the three months ended September 30, 2023, for equipment purchases. Net cash used in investing activities was $(0.026) million for the three months ended September 30, 2022 primarily due to the net result of marketable securities purchases and sales.

Cash Flows from Financing Activities

Net cash used in financing activities was zero for the three months ended September 30, 2023 and September 30, 2022.

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 September 30, 2023. 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 September 30, 2023 due to material weaknesses in our internal control over financial reporting as described below.

Prior to the completion of our IPO, 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, 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 September 30, 2023, the Company 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.

27

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, 2023.

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

Unregistered Sales of Equity Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On March 23, 2023 the Board of Directors re-authorized a stock repurchase program and on October 2, 2023, the Company entered into a 10b5-1 stock trading plan to facilitate the repurchase program. All repurchases will be implemented in accordance with the applicable requirements of Rule 10b-18 under the U.S, Securities Act of 1934. Under the stock repurchase program, the Company may repurchase up to $1 million of its outstanding common stock over the next 12 months. During the period of March 24 through June 30, 2023, the Company repurchased 272,620 of the Company’s at an average price of $1.11 per share. There were no share repurchases for the three months ended September 30, 2023.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.OTHER INFORMATION

Not applicable.

28

ITEM 6.EXHIBITS

Exhibit No.	Exhibit Description
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.

29

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: November 14, 2023
	By:	/s/ William F. Greene
	Name:	William F. Greene
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

30

EX-31.1

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: November 14, 2023	By:	/s/ Phil Rafnson
		Phil Rafnson

EX-31.2

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: November 14, 2023
	By:	/s/ William F. Greene
	William F. Greene
	Chief Financial Officer

EX-32.1

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, 2023 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
	November 14, 2023
By:	/s/ William F. Greene
	William F. Greene
	Chief Financial Officer
	November 14, 2023

XML

Document and Entity Information - shares	3 Months Ended
	Sep. 30, 2023	Nov. 14, 2023
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Entity 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		10,685,778
Entity Central Index Key	0001770236
Current Fiscal Year End Date	--06-30
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Current Assets:
Cash	$ 6,408	$ 6,616
Accounts receivable, net	2,042	905
Inventories, net	4,752	4,419
Prepaid expenses and other	248	451
Total Current Assets	13,450	12,391
Long-Term Assets:
Right-of-use asset	349	415
Property and equipment, net	26	28
Intangibles, net	466	480
Goodwill	0	0
Other assets	16	16
Total Long-Term Assets	857	939
Total Assets	14,307	13,330
Current Liabilities:
Accounts payable	2,912	1,507
Accrued expenses	843	618
Customer deposits	2,153	3,169
Lease liability-current	288	280
Unearned warranty revenue	12	26
Total Current Liabilities	6,208	5,600
Long-Term Liabilities:
Lease liability-non-current	76	151
Total Long-Term Liabilities	76	151
Total Liabilities	6,284	5,751
Stockholders' Equity
Additional paid-in capital	12,467	12,462
Accumulated deficit	(4,444)	(4,883)
Total Stockholders' Equity	8,023	7,579
Total Liabilities and Stockholders' Equity	$ 14,307	$ 13,330

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Jun. 30, 2023
CONDENSED CONSOLIDATED BALANCE SHEETS
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, authorized	100,000,000	100,000,000
Common stock, issued	10,685,778	10,685,778
Common stock, outstanding	10,685,778	10,685,778

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Net sales	$ 6,635,000	$ 5,852,000
Cost of goods sold	4,816,000	4,293,000
Gross profit	1,819,000	1,559,000
Operating expenses:
Research and development	67,000	66,000
Selling and marketing	542,000	610,000
General and administrative	826,000	835,000
Impairment of long-term assets	0
Total operating expenses	1,435,000	1,511,000
Operating profit	384,000	48,000
Other income (expense)
Unrealized loss on marketable securities		(140,000)
Realized loss on marketable securities		(23,000)
Interest and other income, net	55,000	20,000
Total other income (expense)	55,000	(143,000)
Net profit/(loss)	$ 439,000	$ (95,000)
Weighted average shares outstanding: basic	10,685,778	10,928,724
Weighted average shares outstanding: diluted	10,685,778	10,928,724
Net profit/(loss) per common share basic	$ 0.04	$ (0.01)
Net profit/(loss) per common share diluted	$ 0.04	$ (0.01)

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit)	Total
Balance at the beginning at Jun. 30, 2022		$ 12,500	$ (3,085)	$ 9,415
Balance at the beginning (in shares) at Jun. 30, 2022	10,828,398
Shares of common stock issued for cash in IPO, net of issuance costs (in shares)	130,000
Issuance of stock to employees		153		153
Net income (loss)			(95)	(95)
Balance at the end at Sep. 30, 2022		12,653	(3,180)	9,473
Balance at the end (in shares) at Sep. 30, 2022	10,958,398
Balance at the beginning at Jun. 30, 2022		12,500	(3,085)	9,415
Balance at the beginning (in shares) at Jun. 30, 2022	10,828,398
Balance at the end at Jun. 30, 2023	$ 0	12,462	(4,883)	7,579
Balance at the end (in shares) at Jun. 30, 2023	10,685,778
Grant of options to officer	$ 0	5	0	$ 5
Share buyback and cancellation (in shares)				0
Net income (loss)	0	0	439	$ 439
Balance at the end at Sep. 30, 2023	$ 0	$ 12,467	$ (4,444)	$ 8,023
Balance at the end (in shares) at Sep. 30, 2023	10,685,778

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net profit/(loss)	$ 439,000	$ (95,000)
Adjustments to reconcile net profit/(loss) to net cash provided by (used in) operating activities:
Provision for doubtful accounts	1,000	3,000
Depreciation expense	2,500	2,000
Amortization expense	14,000	24,000
ROU amortization	66,000	(5,000)
Stock option compensation expense	5,000
Unrealized loss on investments		140,000
Realized loss on investments		23,000
Changes in operating assets and liabilities
Accounts receivable	(1,138,000)	9,000
Inventories, net	(333,000)	(887,000)
Prepaid expenses and other	203,000	425,000
Accounts payable	1,405,000	1,597,000
Accrued expenses	225,000	28,000
Unearned warranty revenue	(14,000)	28,000
Customer deposits	(1,016,000)	(1,312,000)
Lease liabilities	(67,000)
Net cash used in operating activities	(207,000)	(20,000)
Cash flows from investing activities
Sales of marketable securities		493,000
Purchases of marketable securities		(517,000)
Purchases of property and equipment	(1,000)	(2,000)
Net cash used in investing activities	(1,000)	(26,000)
Net decrease in cash	(208,000)	(46,000)
Cash, beginning of the year	6,616,000	2,340,000
Cash, end of the year	$ 6,408,000	2,294,000
Non-cash investing and financing activities:
Issuance of stock to employees		153,000
Right-of-use assets from ASC842 adoption		$ 681,000

XML

BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Sep. 30, 2023

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.

Share Exchange:

In June 2020, MiT LLC members created Moving iMage Technologies, Inc. (“MIT Inc.”) to facilitate the Company’s initial public offering (“IPO”). Upon formation of MiT, Inc., 2,000,000 shares of MiT, Inc. common stock were issued to members of MiT LLC. On July 7, 2021, MiT LLC and MiT Inc. entered into an exchange agreement (“Exchange Agreement”) whereby the members of MiT LLC exchanged their membership interest for 2,350,000 shares of common stock in MiT Inc. As a result of the Exchange Agreement, the members of MiT LLC owned approximately 79% or 4,452,334 of the outstanding common stock of MiT Inc. As a result, MiT LLC (the entity where the Company conducts its business) became a wholly-owned subsidiary of MiT Inc. (the SEC registrant).

The transaction was accounted for as a merger of entities under common ownership in accordance with generally accepted accounting principles in the United States of America (“GAAP”). This determination was primarily based on the facts that, immediately before and after the transaction: (i) MiT LLC owners owned a substantial majority of the voting rights in the combined company, (ii) MiT LLC designated a majority of the members of the initial board of directors of the combined company, and (iii) MiT LLC’s senior management holds all key positions in the senior management of the combined company.

Initial Public Offering: On July 12, 2021, the Company closed its initial public offering and issued 4,830,000 shares of its common stock at a price of $3.00 per share for net proceeds of approximately $12,360,000 after deducting underwriting discounts, commissions, and other expenses of approximately $2,130,000.

On July 12, 2021, in connection with the IPO, warrants to purchase 139,611 shares of the Company’s common stock were exercised on a cashless basis.

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

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 2022 the theatres reopened as soon as local restrictions and the status of the COVID-19 pandemic would allow. As of September 30, 2023, 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 Company’s current estimates of recovery, it believes it will generate, sufficient cash to sustain operations for a period of 12 months from the issuance of these financial statements. Nonetheless, the COVID-19 pandemic has had, and continues to have, adverse effects on the Company’s business, results of operations, cash flows and financial condition.

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, 2023, and with the disclosures and risk factors presented therein. The June 30, 2023 condensed consolidated balance sheet has been derived from the audited consolidated financial statements. Operating results for the three months ended September 30, 2023 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending June 30, 2024.

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

Marketable Securities: In March 2023, the Company sold all its marketable securities with the proceeds deposited to the Company’s cash account. As a result, the prior fair value and market data disclosure are no longer needed for the period ended September 30, 2023 and June 30 , 2023.

The carrying amounts of accounts receivable, accounts payable, and notes payable approximate fair value due to their short maturities.

Assets and Liabilities Not Measured - 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. For the year ended June 30, 2023, the Company impaired $(0.287) million in Goodwill, $(0.363) million in Intangible assets and $(0.304) in Note Receivables. There were no impairments recognized for the period ended September 30, 2023.

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, bad debts, 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 bad debts. Management determines the allowance for bad debts 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 September 30, 2023 and June 30, 2023 the allowance for bad debts is approximately $128,000 and $127,000, 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 September 30, 2023 and June 30, 2023, the inventory reserve was $647,000 and $584,000, 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”).

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

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, 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. In case

there are 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 three months ended September 30, 2023 included $1.982 million for revenue recognized that was included in contract liability as of July 1, 2023.

Contract Liabilities ($ in Thousands)	September 30, 2023		June 30, 2023
Customer deposits	$	2,153	$	3,169
Unearned warranty revenue		12		26
Customer refunds		383		139
Total contract liabilities	$	2,548	$	3,334

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.

	For the three months ended
Disaggregation of Revenue (in 000’s):	September 30, 2023		September 30, 2022
Equipment upon delivery (point in time)	$	6,557	$	5,714
Installation (point in time)		60		126
Software and services (over time)		18		12
Total revenues	$	6,635	$	5,852

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

Revenue from the sale of equipment is recognized upon delivery of such equipment to customers and when performance conditions are satisfied.

Revenue from installation 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.

Advertising Costs Advertising costs were approximately $3,400 and $6,700 for the three months ended September 30, 2023 and 2022, respectively. Advertising costs are expensed as incurred within selling and marketing expenses.

Goodwill and Intangible Assets: The Company had no Goodwill as of September 30, 2023 and June 30, 2023. Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in the 2019 Caddy Acquisition. Goodwill is reviewed for impairment at least annually, in June, or more frequently if a triggering event occurs between impairment testing dates. The Company operates as a single operating segment and as a single reporting unit for the purpose of evaluating goodwill impairment. On July 1, 2022, the Company adopted ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. As such, the Company’s goodwill impairment test includes a one-step qualitative impairment test whereby a goodwill impairment loss will be measured as the excess of a reporting units carrying amount over its fair value. The selection and assessment of qualitative factors used to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value involves significant judgment and estimates. If the fair value of the reporting unit exceeds its carrying value, then no impairment exists. If the estimated fair value of the reporting unit is less than its carrying value, an impairment loss would be recognized for the excess of the carrying value of the reporting unit over the fair value, not to exceed the carrying amount of goodwill.

Goodwill is at risk of future impairment in the event of significant unexpected changes in the Company’s forecasted future results and cash flows, or if there is a negative change in the long-term outlook for the business or in other factors such as the discount rate, or if there is a decline in the stock price.

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 months months ended September 30, 2023 or 2022.

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.

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

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 June 30, 2023 and September 30, 2023 (in thousands):

	Deferred Tax Assets (Liabilities)
	September 30, 2023		June 30, 2023
Inventory reserve	$	181	$	163
Accumulated depreciation		(6)		(5)
Accumulated goodwill amortization		67		(13)
Accumulated intangible amortization		129		130
Unrealized loss on investments		—		68
Deferred rent		4		4
Warranty reserve		3		7
Stock compensation		68		68
Net operating loss carryforward		974		1,097
Allowance for doubtful accounts		36		36
Net		1,456		1,555
Valuation allowance		(1,456)		(1,555)
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, 2022 the Company recognized Right of Use Assets in the amount of $665,000 and a lease liability of $681,000 for the leases associated with its executive office and warehouse space, as described in Note 9.

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 September 30, 2023 and June 30, 2023, the Company has established a warranty reserve of $61,000 and $53,000, 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):

	September 30,		June 30,
	2023		2023
Product warranty liability beginning of period	$	53	$	55
Accruals for warranties issued		61		162
Change in estimates		-		-
Settlements made		(53)		(164)
Product warranty liability end of the period	$	61	$	53

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 June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) (“ASU 2016-13”), which significantly changes how entities will account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ASU 2016-13 replaces the existing incurred loss model with an expected credit loss model that requires entities to estimate an expected lifetime credit loss on most financial assets and certain other instruments. Under ASU 2016-13 credit impairment is recognized as an allowance for credit losses, rather than as a direct write-down of the amortized cost basis of a financial asset. The impairment allowance is a valuation account deducted from the amortized cost basis of financial assets to present the net amount expected to be collected on the financial asset.

The Company adopted the new pronouncement on July 1, 2023. The allowance for credit losses has been adjusted for management’s current estimate at each reporting date. The new guidance provides no threshold for recognition of impairment allowance. Therefore, entities must also measure expected credit losses on assets that have a low risk of loss. For instance, trade receivables that are either current or not yet due may not require an allowance reserve under currently generally accepted accounting principles, but under the new standard, Management has estimated an allowance for expected credit losses on trade receivables. ASU 2016-13 is effective for annual periods, including interim periods within those annual periods.

Management has assessed that the adoption of ASU 2016-13 has had no impact on its September 30, 2023 10-Q consolidated financial statements. Due the Management’s continuing ability to obtain 90% of contract value in up-front customer deposits, MIT’s risk is only the remaining 10% of the customer’s contract value. The combined effect of up-front customer deposits, prompt collection of trade receivables and application of historical aging criteria has resulted in minimal bad debts and allowances for doubtful accounts.

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INVESTMENTS

3 Months Ended

Sep. 30, 2023

INVESTMENTS

INVESTMENTS

NOTE 2 — INVESTMENTS

In March 2023, the Company sold all its marketable securities with the proceeds deposited to the Company’s cash account.

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LOSS PER SHARE

3 Months Ended

Sep. 30, 2023

LOSS PER SHARE

LOSS PER SHARE

NOTE 3 — 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:

Dollars in Thousands	For the Three Months Ended		For the Three Months Ended
	September 30,		September 30,
	2023		2022
Numerator:
Net profit/(loss)	$	439	$	(95)
Denominator:
Weighted average common shares outstanding, basic and diluted		10,685,778		10,928,724
Profit/(loss) per share
Basic and diluted	$	0.04	$	(0.01)

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 Three Months Ended	For the Three Months Ended
	September 30,	September 30,
	2023	2022
Options	250,000	150,000
Warrants	—	—
Total potentially dilutive shares	250,000	150,000

For the three months ended September 30, 2023 the Company had net income and the three months ended June 30, 2023 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.

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PROPERTY AND EQUIPMENT

3 Months Ended

Sep. 30, 2023

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT

NOTE 4 — PROPERTY AND EQUIPMENT

Property and equipment consist of the following (in thousands):

	September 30,		June 30,
	2023		2023
Production equipment	$	308	$	308
Leasehold improvements		213		213
Furniture and fixtures		45		45
Computer equipment		61		60
Other equipment		120		120
Total		747		746
Accumulated depreciation		(721)		(718)
Net property and equipment	$	26	$	28

Depreciation expense related to property and equipment was $2,500 of which $2,100 is included in cost of goods and $400 in general and administrative expense. For the three months ended September 30, 2022, depreciation expense related to property and equipment was $2,000, of which $0 is included in cost of goods sold and $2,000 in general and administrative expense.

Depreciation of property and equipment is calculated using the straight-line method over their estimated useful lives as follows:

	Useful Lives
Leasehold improvements	5 years or remaining lease term
Furniture and fixtures	5 years
Production equipment	3 – 7 years
Computer equipment	3 years
Other equipment	3 – 7 years

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INTANGIBLE ASSETS

3 Months Ended

Sep. 30, 2023

INTANGIBLE ASSETS

INTANGIBLE ASSETS

NOTE 5 — INTANGIBLE ASSETS

The following table summarizes the Company’s intangible assets as of September 30, 2023 (in thousands):

	Amortization	Gross Asset		Accumulated		Net Book
	Period	Cost		Amortization		Value
Customer relations	11 years	$	970	$	621	$	349
Patents	20 years		70		15		55
Trademark	20 years		78		16		62
		$	1,118	$	652	$	466

NOTE 5 — INTANGIBLE ASSETS (continued)

The following table summarizes the Company’s intangible assets as of June 30, 2023 (in thousands):

	Amortization	Gross Asset		Accumulated		Net Book
	Period	Cost		Amortization		Value
Customer relations	11 years	$	970	$	609	$	361
Patents	20 years		70		14		56
Trademark	20 years		78		15		63
		$	1,118	$	638	$	480

Amortization expense was $14,000 and $24,000 for the three months ended September 30, 2023 and 2022, respectively, and is included in general and administrative expense.

Estimated amortization expense related to intangible assets subject to amortization at September 30, 2023 in each of the five years subsequent to September 30, 2023, and thereafter is as follows (amounts in thousands):

2024	$	44
2025		59
2026		59
2027		59
Thereafter		245
Total	$	466

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ACCRUED EXPENSES

3 Months Ended

Sep. 30, 2023

ACCRUED EXPENSES

ACCRUED EXPENSES

NOTE 6 — ACCRUED EXPENSES

Accrued expenses consist of the following (in thousands):

	September 30,
	2023		2022
Employee compensation	$	238	$	180
Accrued warranty		61		53
Customer refund		383		139
Legal fees		1		56
Freight		20		29
Sales tax		87		27
Others		53		134
Total	$	843	$	618

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STOCKHOLDERS' EQUITY

3 Months Ended

Sep. 30, 2023

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 7 — 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 September 30, 2023, the Plan provides for the issuance of up to 1,500,000 stock-based awards. There are 1,220,000 stock-based awards available to grant under the Plan at September 30, 2023.

In July 2021, MiT Inc. entered into an Exchange Agreement with MiT LLC pursuant to which MiT Inc. agreed to exchange membership units for 2,350,000 shares of Common Stock representing 41.4% of the equity as of such date on a fully diluted basis for no consideration. The shares were exchanged as part of the Exchange Agreement with the Company as described in Note 1.

In July 2021, the Company granted options to non-employee directors to purchase an aggregate of 150,000 shares of its common stock at an exercise price of $3.00 per share. The options vest one year from the date of grant, expire ten years from the date of grant and had an aggregate grant date fair value of $244,200, which will be recognized ratably over the vesting period. On May 26, 2023, the Board of Directors cancelled 150,000 options consisting of 50,000 options each to John Stiska, Katherine Crothall and Scott Anderson with an exercise price of $3.00. In its place, the Board granted 150,000 options consisting of 50,000 options each with an exercise price of $1.10 vesting immediately to John Stiska, Katherine Crothall and Scott Anderson. In addition to the director options, the Board granted CFO William Greene 100,000 options with an exercise price of $1.10 with 25% vesting immediately the remainder vesting at 25% per year thereafter. These options, which were the only options granted during the year ended June 30, 2023, had a grant-date fair value of $1.10 per share. The Company recognized compensation expense for stock option awards of approximately $113,000 during the year ended June 30, 2023. None of these potentially dilutive securities were included in the computation of diluted earnings per share as their impact would be anti-dilutive. The Company recognized $5,000 in compensation expense for stock options during the three months ended September 30, 2023.

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.

At September 30, 2023, there was no unrecognized compensation cost related to nonvested stock option awards and no option grants during the period.

The estimated fair value of each option award granted was determined on the date of grant using the Black-Scholes option valuation model. No options were granted during the three months ended September 30, 2023. The following weighted average assumptions were used for option grants during the three months ended June 30, 2023:

	Director		Officer
	Options		Options
Risk-free interest rate	3.92	%	3.86	%
Expected volatility	82.0	%	82.0	%
Dividend yield	—	%	—	%
Expected option term in years	5		7

On March 23, 2023 the Board of Directors re-authorized a stock repurchase program. Under the stock repurchase program, the Company may repurchase up to $1 million of its outstanding common stock over the next 12 months. During the period of March 24 through June 30, 2023, the Company repurchased 272,620 of the Company’s stock representing 2.55% of the 10,685,778 outstanding

NOTE 7 — STOCKHOLDERS’ EQUITY (continued)

shares at the end of June 30, 2023 at an average price of $1.11 per share. There were no share repurchases for the three months ended September 30, 2023.

$ in Thousands, except shares and dollar per share amounts

				Total Number of	Approximate
				Shares	Dollar Value of
				Purchased as	Shares that May
	Total Number of			Part of Publicly	Yet Be Purchased
	Shares	Average Price		Announced Plans	Under the Plans
Period	Purchased	Paid per Share		or Programs	or Programs
March 23, 2023 – June 30, 2023	272,620	$	1.11	272,620	$	697,000
Total	272,620	$	1.11	272,620	$	697,000

On July 12, 2022, the Company granted 130,000 shares of common stock, with a fair market value of approximately $153,000, to employees as compensation for previously provided service, which was accrued as of June 30, 2022.

A summary of the status of the Company’s stock options as of September 30, 2023 and changes during the three months ended September 30, 2023 are presented below.

		Wtd. Avg.
		Exercise
	Options	Price
Balance, July 1, 2023	250,000	$	1.10
Granted during the year	—		—
Exercised during the year	—		—
Cancelled during the year	—		—
Balance, September 30, 2023	250,000	$	1.10

A summary of the status of the Company’s stock options as of September 30, 2022 and changes during the three months ended September 30, 2022 are presented below.

		Wtd. Avg.
		Exercise
	Options	Price
Balance, July 1, 2022	—	$	—
Granted during the period	150,000		3.00
Exercised during the period	—		—
Terminated/Expired during the period	—		—
Balance, September 30, 2022	150,000	$	3.00

The following table summarizes information about outstanding and exercisable stock options at September 30, 2023:

Range of	Number	Number		Wtd. Avg.
Exercise Price	Outstanding	Exercisable	Wtd. Avg, Life	Exercise Price
$1.10	250,000	175,000	9.0 years	$1.10

There was no warrant activity during the year ended June 30, 2023 or for the three months ended September 30, 2023.

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CUSTOMER AND VENDOR CONCENTRATIONS

3 Months Ended

Sep. 30, 2023

CUSTOMER AND VENDOR CONCENTRATIONS

CUSTOMER AND VENDOR CONCENTRATIONS

NOTE 8 — CUSTOMER AND VENDOR CONCENTRATIONS

Customers: Two customers accounted for 15% and 14% of the Company’s sales for the three months ended September 30, 2023.

At September 30, 2023, the amount of outstanding receivables related to the two customers was approximately $612,000.

One customer accounted for approximately 17% of the Company’s sales for the three months ended September 30, 2022. At September 30, 2022, the amount of outstanding receivables related to this customers was zero.

Vendors: Approximately 23% and 20% of the Company’s purchases were provided by two vendors for the three months ended September 30, 2023. Approximately 32% and 14% of the Company’s purchases were provided by two vendors for the three months ended September 30, 2022.

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LEASE COMMITMENTS AND CONTINGENCIES

3 Months Ended

Sep. 30, 2023

LEASE COMMITMENTS AND CONTINGENCIES

LEASE COMMITMENTS AND CONTINGENCIES

NOTE 9 — 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 on operating or a financing lease. Operating leases are included in ROU (right-of-use) assets and operating lease liabilities in our condensed consolidated balance sheet.

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.

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 $73,000 and $68,000 for the three months ended September 30, 2023 and 2022, respectively.

NOTE 9 — LEASE COMMITMENTS AND CONTINGENCIES (continued)

Future minimum lease payments at September 30, 2023 under these arrangements are as follows:

	(in thousands)
	Total
Operating leases	Payments
2024	$	227
2025		154
Total undiscounted operating lease payments	$	381
Less imputed interest (at 8%)		(17)
Present value of operating lease payments	$	364

The following table sets forth the ROU assets and operating lease liabilities as of September 30, 2023:

Assets	(in thousands)
ROU assets-net	$	349
Liabilities
Current operating lease liabilities	$	288
Long-term operating lease liabilities		76
Total ROU liabilities	$	364

The Company’s weighted average remaining lease term for its operating leases is 1.50 years.

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.

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SUBSEQUENT EVENTS

3 Months Ended

Sep. 30, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 10 — SUBSEQUENT EVENTS

On October 2, 2023, the Company entered into a 10b5-1 stock trading plan to facilitate the Company’s previously re-authorized one-year, $1 million share repurchase program announced on March 23, 2023. All repurchases will be implemented in accordance with the applicable requirements of Rule 10b-18 under the U.S. Securities Exchange Act of 1934. Through June 30, 2023, the Company had repurchased approximately 273,000 shares for $303,000, leaving $697,000 available for future repurchases.

On November 1, 2023, the Company increased CEO Phil Rafnson’s compensation from $150,000 to $200,000 annually.

Management has evaluated events from September 30, 2023 through November 14 2023, 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.

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BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Sep. 30, 2023

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.

Share Exchange

Share Exchange:

In June 2020, MiT LLC members created Moving iMage Technologies, Inc. (“MIT Inc.”) to facilitate the Company’s initial public offering (“IPO”). Upon formation of MiT, Inc., 2,000,000 shares of MiT, Inc. common stock were issued to members of MiT LLC. On July 7, 2021, MiT LLC and MiT Inc. entered into an exchange agreement (“Exchange Agreement”) whereby the members of MiT LLC exchanged their membership interest for 2,350,000 shares of common stock in MiT Inc. As a result of the Exchange Agreement, the members of MiT LLC owned approximately 79% or 4,452,334 of the outstanding common stock of MiT Inc. As a result, MiT LLC (the entity where the Company conducts its business) became a wholly-owned subsidiary of MiT Inc. (the SEC registrant).

The transaction was accounted for as a merger of entities under common ownership in accordance with generally accepted accounting principles in the United States of America (“GAAP”). This determination was primarily based on the facts that, immediately before and after the transaction: (i) MiT LLC owners owned a substantial majority of the voting rights in the combined company, (ii) MiT LLC designated a majority of the members of the initial board of directors of the combined company, and (iii) MiT LLC’s senior management holds all key positions in the senior management of the combined company.

Initial Public Offering

Initial Public Offering: On July 12, 2021, the Company closed its initial public offering and issued 4,830,000 shares of its common stock at a price of $3.00 per share for net proceeds of approximately $12,360,000 after deducting underwriting discounts, commissions, and other expenses of approximately $2,130,000.

On July 12, 2021, in connection with the IPO, warrants to purchase 139,611 shares of the Company’s common stock were exercised on a cashless basis.

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 2022 the theatres reopened as soon as local restrictions and the status of the COVID-19 pandemic would allow. As of September 30, 2023, 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 Company’s current estimates of recovery, it believes it will generate, sufficient cash to sustain operations for a period of 12 months from the issuance of these financial statements. Nonetheless, the COVID-19 pandemic has had, and continues to have, adverse effects on the Company’s business, results of operations, cash flows and financial condition.

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, 2023, and with the disclosures and risk factors presented therein. The June 30, 2023 condensed consolidated balance sheet has been derived from the audited consolidated financial statements. Operating results for the three months ended September 30, 2023 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending June 30, 2024.

Marketable Securities

Marketable Securities: In March 2023, the Company sold all its marketable securities with the proceeds deposited to the Company’s cash account. As a result, the prior fair value and market data disclosure are no longer needed for the period ended September 30, 2023 and June 30 , 2023.

The carrying amounts of accounts receivable, accounts payable, and notes payable approximate fair value due to their short maturities.

Assets and Liabilities Not Measured - 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. For the year ended June 30, 2023, the Company impaired $(0.287) million in Goodwill, $(0.363) million in Intangible assets and $(0.304) in Note Receivables. There were no impairments recognized for the period ended September 30, 2023.

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, bad debts, 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 bad debts. Management determines the allowance for bad debts 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 September 30, 2023 and June 30, 2023 the allowance for bad debts is approximately $128,000 and $127,000, 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 September 30, 2023 and June 30, 2023, the inventory reserve was $647,000 and $584,000, 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, 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. In case

there are 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 three months ended September 30, 2023 included $1.982 million for revenue recognized that was included in contract liability as of July 1, 2023.

Contract Liabilities ($ in Thousands)	September 30, 2023		June 30, 2023
Customer deposits	$	2,153	$	3,169
Unearned warranty revenue		12		26
Customer refunds		383		139
Total contract liabilities	$	2,548	$	3,334

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.

	For the three months ended
Disaggregation of Revenue (in 000’s):	September 30, 2023		September 30, 2022
Equipment upon delivery (point in time)	$	6,557	$	5,714
Installation (point in time)		60		126
Software and services (over time)		18		12
Total revenues	$	6,635	$	5,852

Revenue from the sale of equipment is recognized upon delivery of such equipment to customers and when performance conditions are satisfied.

Revenue from installation 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

Advertising Costs Advertising costs were approximately $3,400 and $6,700 for the three months ended September 30, 2023 and 2022, respectively. Advertising costs are expensed as incurred within selling and marketing expenses.

Goodwill and Intangible Assets

Goodwill and Intangible Assets: The Company had no Goodwill as of September 30, 2023 and June 30, 2023. Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in the 2019 Caddy Acquisition. Goodwill is reviewed for impairment at least annually, in June, or more frequently if a triggering event occurs between impairment testing dates. The Company operates as a single operating segment and as a single reporting unit for the purpose of evaluating goodwill impairment. On July 1, 2022, the Company adopted ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. As such, the Company’s goodwill impairment test includes a one-step qualitative impairment test whereby a goodwill impairment loss will be measured as the excess of a reporting units carrying amount over its fair value. The selection and assessment of qualitative factors used to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value involves significant judgment and estimates. If the fair value of the reporting unit exceeds its carrying value, then no impairment exists. If the estimated fair value of the reporting unit is less than its carrying value, an impairment loss would be recognized for the excess of the carrying value of the reporting unit over the fair value, not to exceed the carrying amount of goodwill.

Goodwill is at risk of future impairment in the event of significant unexpected changes in the Company’s forecasted future results and cash flows, or if there is a negative change in the long-term outlook for the business or in other factors such as the discount rate, or if there is a decline in the stock price.

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 months months ended September 30, 2023 or 2022.

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 June 30, 2023 and September 30, 2023 (in thousands):

	Deferred Tax Assets (Liabilities)
	September 30, 2023		June 30, 2023
Inventory reserve	$	181	$	163
Accumulated depreciation		(6)		(5)
Accumulated goodwill amortization		67		(13)
Accumulated intangible amortization		129		130
Unrealized loss on investments		—		68
Deferred rent		4		4
Warranty reserve		3		7
Stock compensation		68		68
Net operating loss carryforward		974		1,097
Allowance for doubtful accounts		36		36
Net		1,456		1,555
Valuation allowance		(1,456)		(1,555)
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, 2022 the Company recognized Right of Use Assets in the amount of $665,000 and a lease liability of $681,000 for the leases associated with its executive office and warehouse space, as described in Note 9.

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 September 30, 2023 and June 30, 2023, the Company has established a warranty reserve of $61,000 and $53,000, 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):

	September 30,		June 30,
	2023		2023
Product warranty liability beginning of period	$	53	$	55
Accruals for warranties issued		61		162
Change in estimates		-		-
Settlements made		(53)		(164)
Product warranty liability end of the period	$	61	$	53

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 June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) (“ASU 2016-13”), which significantly changes how entities will account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ASU 2016-13 replaces the existing incurred loss model with an expected credit loss model that requires entities to estimate an expected lifetime credit loss on most financial assets and certain other instruments. Under ASU 2016-13 credit impairment is recognized as an allowance for credit losses, rather than as a direct write-down of the amortized cost basis of a financial asset. The impairment allowance is a valuation account deducted from the amortized cost basis of financial assets to present the net amount expected to be collected on the financial asset.

The Company adopted the new pronouncement on July 1, 2023. The allowance for credit losses has been adjusted for management’s current estimate at each reporting date. The new guidance provides no threshold for recognition of impairment allowance. Therefore, entities must also measure expected credit losses on assets that have a low risk of loss. For instance, trade receivables that are either current or not yet due may not require an allowance reserve under currently generally accepted accounting principles, but under the new standard, Management has estimated an allowance for expected credit losses on trade receivables. ASU 2016-13 is effective for annual periods, including interim periods within those annual periods.

Management has assessed that the adoption of ASU 2016-13 has had no impact on its September 30, 2023 10-Q consolidated financial statements. Due the Management’s continuing ability to obtain 90% of contract value in up-front customer deposits, MIT’s risk is only the remaining 10% of the customer’s contract value. The combined effect of up-front customer deposits, prompt collection of trade receivables and application of historical aging criteria has resulted in minimal bad debts and allowances for doubtful accounts.

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BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Sep. 30, 2023

BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of revenue recognized included in contract liability

Contract Liabilities ($ in Thousands)	September 30, 2023		June 30, 2023
Customer deposits	$	2,153	$	3,169
Unearned warranty revenue		12		26
Customer refunds		383		139
Total contract liabilities	$	2,548	$	3,334

Summary of disaggregation of revenue

	For the three months ended
Disaggregation of Revenue (in 000’s):	September 30, 2023		September 30, 2022
Equipment upon delivery (point in time)	$	6,557	$	5,714
Installation (point in time)		60		126
Software and services (over time)		18		12
Total revenues	$	6,635	$	5,852

Summary of deferred tax assets and liabilities

	Deferred Tax Assets (Liabilities)
	September 30, 2023		June 30, 2023
Inventory reserve	$	181	$	163
Accumulated depreciation		(6)		(5)
Accumulated goodwill amortization		67		(13)
Accumulated intangible amortization		129		130
Unrealized loss on investments		—		68
Deferred rent		4		4
Warranty reserve		3		7
Stock compensation		68		68
Net operating loss carryforward		974		1,097
Allowance for doubtful accounts		36		36
Net		1,456		1,555
Valuation allowance		(1,456)		(1,555)
Total	$	—	$	—

Summary of warranty liabilities

	September 30,		June 30,
	2023		2023
Product warranty liability beginning of period	$	53	$	55
Accruals for warranties issued		61		162
Change in estimates		-		-
Settlements made		(53)		(164)
Product warranty liability end of the period	$	61	$	53

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LOSS PER SHARE (Tables)

3 Months Ended

Sep. 30, 2023

LOSS PER SHARE

Schedule of basic and diluted earnings (loss) per share

Dollars in Thousands	For the Three Months Ended		For the Three Months Ended
	September 30,		September 30,
	2023		2022
Numerator:
Net profit/(loss)	$	439	$	(95)
Denominator:
Weighted average common shares outstanding, basic and diluted		10,685,778		10,928,724
Profit/(loss) per share
Basic and diluted	$	0.04	$	(0.01)

Schedule of antidilutive securities excluded

	For the Three Months Ended	For the Three Months Ended
	September 30,	September 30,
	2023	2022
Options	250,000	150,000
Warrants	—	—
Total potentially dilutive shares	250,000	150,000

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PROPERTY AND EQUIPMENT (Tables)

3 Months Ended

Sep. 30, 2023

PROPERTY AND EQUIPMENT

Schedule of property and equipment

Property and equipment consist of the following (in thousands):

	September 30,		June 30,
	2023		2023
Production equipment	$	308	$	308
Leasehold improvements		213		213
Furniture and fixtures		45		45
Computer equipment		61		60
Other equipment		120		120
Total		747		746
Accumulated depreciation		(721)		(718)
Net property and equipment	$	26	$	28

Schedule of estimated useful lives of the assets

	Useful Lives
Leasehold improvements	5 years or remaining lease term
Furniture and fixtures	5 years
Production equipment	3 – 7 years
Computer equipment	3 years
Other equipment	3 – 7 years

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INTANGIBLE ASSETS (Tables)

3 Months Ended

Sep. 30, 2023

INTANGIBLE ASSETS

Summary of intangible assets

	Amortization	Gross Asset		Accumulated		Net Book
	Period	Cost		Amortization		Value
Customer relations	11 years	$	970	$	621	$	349
Patents	20 years		70		15		55
Trademark	20 years		78		16		62
		$	1,118	$	652	$	466

	Amortization	Gross Asset		Accumulated		Net Book
	Period	Cost		Amortization		Value
Customer relations	11 years	$	970	$	609	$	361
Patents	20 years		70		14		56
Trademark	20 years		78		15		63
		$	1,118	$	638	$	480

Summary of estimated amortization expense related to intangible assets

2024	$	44
2025		59
2026		59
2027		59
Thereafter		245
Total	$	466

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ACCRUED EXPENSES (Tables)

3 Months Ended

Sep. 30, 2023

ACCRUED EXPENSES

Schedule of accrued expenses

Accrued expenses consist of the following (in thousands):

	September 30,
	2023		2022
Employee compensation	$	238	$	180
Accrued warranty		61		53
Customer refund		383		139
Legal fees		1		56
Freight		20		29
Sales tax		87		27
Others		53		134
Total	$	843	$	618

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STOCKHOLDERS' EQUITY (Tables)

3 Months Ended

Sep. 30, 2023

STOCKHOLDERS' EQUITY

Summary of weighted average assumptions were used for option grants

	Director		Officer
	Options		Options
Risk-free interest rate	3.92	%	3.86	%
Expected volatility	82.0	%	82.0	%
Dividend yield	—	%	—	%
Expected option term in years	5		7

Summary of stock repurchase program

$ in Thousands, except shares and dollar per share amounts

				Total Number of	Approximate
				Shares	Dollar Value of
				Purchased as	Shares that May
	Total Number of			Part of Publicly	Yet Be Purchased
	Shares	Average Price		Announced Plans	Under the Plans
Period	Purchased	Paid per Share		or Programs	or Programs
March 23, 2023 – June 30, 2023	272,620	$	1.11	272,620	$	697,000
Total	272,620	$	1.11	272,620	$	697,000

Summary of outstanding stock options

Range of	Number	Number		Wtd. Avg.
Exercise Price	Outstanding	Exercisable	Wtd. Avg, Life	Exercise Price
$1.10	250,000	175,000	9.0 years	$1.10

Stock option

STOCKHOLDERS' EQUITY

Summary of stock options

A summary of the status of the Company’s stock options as of September 30, 2023 and changes during the three months ended September 30, 2023 are presented below.

		Wtd. Avg.
		Exercise
	Options	Price
Balance, July 1, 2023	250,000	$	1.10
Granted during the year	—		—
Exercised during the year	—		—
Cancelled during the year	—		—
Balance, September 30, 2023	250,000	$	1.10

A summary of the status of the Company’s stock options as of September 30, 2022 and changes during the three months ended September 30, 2022 are presented below.

		Wtd. Avg.
		Exercise
	Options	Price
Balance, July 1, 2022	—	$	—
Granted during the period	150,000		3.00
Exercised during the period	—		—
Terminated/Expired during the period	—		—
Balance, September 30, 2022	150,000	$	3.00

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LEASE COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Sep. 30, 2023

LEASE COMMITMENTS AND CONTINGENCIES

Summary of future minimum lease payments

	(in thousands)
	Total
Operating leases	Payments
2024	$	227
2025		154
Total undiscounted operating lease payments	$	381
Less imputed interest (at 8%)		(17)
Present value of operating lease payments	$	364

Schedule of ROU assets and operating lease liabilities

The following table sets forth the ROU assets and operating lease liabilities as of September 30, 2023:

Assets	(in thousands)
ROU assets-net	$	349
Liabilities
Current operating lease liabilities	$	288
Long-term operating lease liabilities		76
Total ROU liabilities	$	364

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BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)			1 Months Ended		3 Months Ended		12 Months Ended
	Jul. 12, 2021	Jul. 07, 2021	Jul. 31, 2021	Jun. 30, 2020	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023
Subsidiary or Equity Method Investee [Line Items]
Common stock, outstanding					10,685,778		10,685,778
Inventory reserve					$ 647,000		$ 584,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights					0		0
Allowance for bad debts					$ 128,000		$ 127,000
Goodwill					0		0
Impairment of long-term assets					0		304,000
Impairment on goodwill							287,000
Intangibles, net					466,000		480,000
Impairment on intangible assets					0	$ 0	363,000
Accounts Receivable, after Allowance for Credit Loss, Current					2,042,000		$ 905,000
Selling and marketing expenses
Subsidiary or Equity Method Investee [Line Items]
Advertising Expense					$ 3,400	$ 6,700
Maximum [Member]
Subsidiary or Equity Method Investee [Line Items]
Amortization period					20 years
Minimum [Member]
Subsidiary or Equity Method Investee [Line Items]
Amortization period					11 years
IPO [Member]
Subsidiary or Equity Method Investee [Line Items]
Number of shares issued	4,830,000
Share Price	$ 3.00
Net proceeds	$ 12,360,000
Underwriting discounts, commissions and other expenses	$ 2,130,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	139,611
MIT LLC [Member] | MiT Inc [Member]
Subsidiary or Equity Method Investee [Line Items]
Percentage of outstanding member unit exchanged		79.00%	41.40%
Shares of common stock issued for acquiring members unit			2,350,000
Common stock, outstanding		4,452,334
Number of Shares Exchanged		2,350,000
Number of shares issued				2,000,000

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BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Contract liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2022
Contract Liabilities
Revenue recognized included in opening balance	$ 1,982
Customer deposits	2,153	$ 3,169	$ 3,169
Unearned warranty revenue	12	$ 26	26
Customer refunds	383		139
Total	$ 2,548		$ 3,334

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BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Total revenues	$ 6,635	$ 5,852
Equipment upon delivery | Point in time
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Total revenues	6,557	5,714
Installation | Point in time
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Total revenues	60	126
Software and services | Over time
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Total revenues	$ 18	$ 12

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BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Deferred assets and liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Inventory reserve	$ 181	$ 163
Accumulated depreciation	(6)	(5)
Accumulated goodwill amortization	67	(13)
Accumulated intangible amortization	129	130
Unrealized loss on investments		68
Deferred rent	4	4
Warranty reserve	3	7
Stock compensation	68	68
Net operating loss carryforward	974	1,097
Allowance for doubtful accounts	36	36
Net	1,456	1,555
Valuation allowance	$ (1,456)	$ (1,555)

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BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Leases (Details) - USD ($)	Sep. 30, 2023	Jun. 30, 2023	Jul. 01, 2022
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Right-of-use asset	$ 349,000	$ 415,000
Lease liabilities	364,000
Operating Lease, Liability, Current	$ 288,000	$ 280,000
ASU 842 | Adjustment
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Right-of-use asset			$ 665,000
Lease liabilities			$ 681,000

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BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Warranty liabilities (Details) - USD ($)	3 Months Ended	12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023
Product Warranty Liability [Line Items]
Period of right to return defective products	3 years
Product warranty liability, beginning of period	$ 53,000	$ 55,000
Accruals for warranties issued	61,000	162,000
Settlements made	(53,000)	(164,000)
Product warranty liability, end of the period	$ 61,000	$ 53,000
Maximum [Member]
Product Warranty Liability [Line Items]
Warranty Period	3 years
Minimum [Member]
Product Warranty Liability [Line Items]
Warranty Period	1 year

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BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recently Issued Accounting Pronouncements (Details) - ASU 2016-13	Sep. 30, 2023
Percentage of contract value received up-front	90.00%
Percentage of contract value not received up-front	10.00%

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LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Numerator:
Net profit/(loss)	$ 439	$ (95)
Denominator:
Weighted average common shares outstanding, basic	10,685,778	10,928,724
Weighted average common shares outstanding, diluted	10,685,778	10,928,724
Profit/(loss) per share, basic	$ 0.04	$ (0.01)
Profit/(loss) per share, diluted	$ 0.04	$ (0.01)

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LOSS PER SHARE - Antidilutive shares (Details) - shares	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
LOSS PER SHARE
Total potentially dilutive shares	250,000	150,000
Options
LOSS PER SHARE
Total potentially dilutive shares	250,000	150,000

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PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
PROPERTY AND EQUIPMENT
Property, plant and equipment, gross	$ 747	$ 746
Accumulated depreciation	(721)	(718)
Net property and equipment	26	28
Production equipment
PROPERTY AND EQUIPMENT
Property, plant and equipment, gross	308	308
Leasehold improvements
PROPERTY AND EQUIPMENT
Property, plant and equipment, gross	213	213
Furniture and fixtures
PROPERTY AND EQUIPMENT
Property, plant and equipment, gross	45	45
Computer equipment
PROPERTY AND EQUIPMENT
Property, plant and equipment, gross	61	60
Other equipment
PROPERTY AND EQUIPMENT
Property, plant and equipment, gross	$ 120	$ 120

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PROPERTY AND EQUIPMENT - Depreciation expense (Details) - USD ($)	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
PROPERTY AND EQUIPMENT
Depreciation	$ 2,500	$ 2,000
Cost of goods sold
PROPERTY AND EQUIPMENT
Depreciation	2,100	0
General and administrative expense
PROPERTY AND EQUIPMENT
Depreciation	$ 400	$ 2,000

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PROPERTY AND EQUIPMENT - Useful lives (Details)	3 Months Ended
	Sep. 30, 2023
Leasehold improvements
PROPERTY AND EQUIPMENT
Estimated useful life	5 years
Furniture and fixtures
PROPERTY AND EQUIPMENT
Estimated useful life	5 years
Production equipment | Minimum
PROPERTY AND EQUIPMENT
Estimated useful life	3 years
Production equipment | Maximum
PROPERTY AND EQUIPMENT
Estimated useful life	7 years
Computer equipment
PROPERTY AND EQUIPMENT
Estimated useful life	3 years
Other equipment | Minimum
PROPERTY AND EQUIPMENT
Estimated useful life	3 years
Other equipment | Maximum
PROPERTY AND EQUIPMENT
Estimated useful life	7 years

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INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023
Intangible assets
Gross Asset Cost	$ 1,118	$ 1,118
Accumulated Amortization	652	638
Total	$ 466	$ 480
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Amortization Period	11 years	11 years
Intangible assets
Gross Asset Cost	$ 970	$ 970
Accumulated Amortization	621	609
Total	$ 349	$ 361
Patents
Finite-Lived Intangible Assets [Line Items]
Amortization Period	20 years	20 years
Intangible assets
Gross Asset Cost	$ 70	$ 70
Accumulated Amortization	15	14
Total	$ 55	$ 56
Trademark
Finite-Lived Intangible Assets [Line Items]
Amortization Period	20 years	20 years
Intangible assets
Gross Asset Cost	$ 78	$ 78
Accumulated Amortization	16	15
Total	$ 62	$ 63

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INTANGIBLE ASSETS - Amortization expense (Details) - USD ($)	3 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 14,000	$ 24,000
Impairment on intangible assets	0	0	$ 363,000
Impairment on goodwill			$ 287,000
General and administrative expense
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 14,000	$ 24,000

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INTANGIBLE ASSETS - Estimated amortization expense related to intangible assets subject to amortization (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2024	$ 44
2025	59
2026	59
2027	59
Thereafter	245
Total	$ 466	$ 480

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ACCRUED EXPENSES (Details) - USD ($)	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2022	Jun. 30, 2022
ACCRUED EXPENSES
Employee compensation	$ 238,000		$ 180,000
Accrued warranty	61,000	$ 53,000	53,000	$ 55,000
Customer refund	383,000		139,000
Legal fees	1,000		56,000
Freight	20,000		29,000
Sales tax	87,000		27,000
Others	53,000		134,000
Total	$ 843,000	$ 618,000	$ 618,000

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STOCKHOLDERS' EQUITY (Details) - USD ($)				1 Months Ended	3 Months Ended	12 Months Ended
	May 26, 2023	Jul. 12, 2022	Jul. 07, 2021	Jul. 31, 2021	Sep. 30, 2023	Jun. 30, 2023
STOCKHOLDERS' EQUITY
Maximum stock based awards available for issuance					1,500,000
Share based payment award option outstanding					1,220,000
Options granted	150,000			150,000	0
Exercise price, granted	$ 1.10			$ 3.00
Vesting period				1 year
Option expiration period				10 years
Aggregate grant date fair value				$ 244,200
Options cancelled	150,000
Weighted average exercise price, options cancelled	$ 3.00
Grant-date fair value						$ 1.10
Total unrecognized compensation					$ 0
Compensation expense					5,000	$ 113,000
Grant of options to officer					$ 5,000
Warrants exercised for number of shares					0	0
Employees
STOCKHOLDERS' EQUITY
Number of shares issued		130,000
Grant of options to officer		$ 153,000
John C. Stiska
STOCKHOLDERS' EQUITY
Options granted	50,000
Options cancelled	50,000
Katherine Crothall
STOCKHOLDERS' EQUITY
Options granted	50,000
Options cancelled	50,000
Scott Anderson
STOCKHOLDERS' EQUITY
Options granted	50,000
Options cancelled	50,000
William Greene
STOCKHOLDERS' EQUITY
Options granted	100,000
Exercise price, granted	$ 1.10
William Greene | First vesting period
STOCKHOLDERS' EQUITY
Vesting right percentage	25.00%
William Greene | Second vesting period
STOCKHOLDERS' EQUITY
Vesting right percentage	25.00%
William Greene | Third vesting period
STOCKHOLDERS' EQUITY
Vesting right percentage	25.00%
William Greene | Fourth vesting period
STOCKHOLDERS' EQUITY
Vesting right percentage	25.00%
MiT LLC | MiT Inc
STOCKHOLDERS' EQUITY
Shares of common stock issued for acquiring members unit				2,350,000
Percentage of outstanding member unit exchanged			79.00%	41.40%

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STOCKHOLDERS' EQUITY - Weighted average assumptions (Details)	3 Months Ended
	Jun. 30, 2023
Director Options
STOCKHOLDERS' EQUITY
Risk-free interest rate	3.92%
Expected volatility	82.00%
Expected option term in years	5 years
Officer Options
STOCKHOLDERS' EQUITY
Risk-free interest rate	3.86%
Expected volatility	82.00%
Expected option term in years	7 years

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STOCKHOLDERS' EQUITY - Share repurchase program (Details) - USD ($)	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Jun. 30, 2023	Mar. 23, 2023
Share repurchase program
Amount authorized under stock repurchase program				$ 1,000,000
Shares repurchased as percentage of outstanding shares		2.55%
Shares of common stock outstanding	10,685,778	10,685,778	10,685,778
Number of shares repurchased	0	272,620	272,620
Average Price Paid per Share		$ 1.11	$ 1.11
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		272,620	272,620
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs		$ 697,000	$ 697,000
March 23, 2023 - June 30, 2023
Share repurchase program
Number of shares repurchased			272,620
Average Price Paid per Share			$ 1.11
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		272,620	272,620
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs		$ 697,000	$ 697,000

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STOCKHOLDERS' EQUITY - Stock options and stock warrants (Details) - $ / shares		1 Months Ended	3 Months Ended
	May 26, 2023	Jul. 31, 2021	Sep. 30, 2023	Sep. 30, 2022
STOCKHOLDERS' EQUITY
Granted during the year	150,000	150,000	0
Cancelled during the year	(150,000)
Weighted Average Exercise Price, Granted during the year	$ 1.10	$ 3.00
Weighted Average Exercise Price, Cancelled during the year	$ (3.00)
Stock option
STOCKHOLDERS' EQUITY
Beginning balance			250,000
Granted during the year				150,000
Ending balance			250,000	150,000
Weighted Average Exercise Price, Beginning balance			$ 1.10
Weighted Average Exercise Price, Granted during the year				$ 3.00
Weighted Average Exercise Price, Ending balance			$ 1.10	$ 3.00

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STOCKHOLDERS' EQUITY - Outstanding and exercisable stock (Details)	3 Months Ended
	Sep. 30, 2023 $ / shares shares
STOCKHOLDERS' EQUITY
Number Outstanding | shares	250,000
Number Exercisable | shares	175,000
Wtd. Avg, Life	9 years
Wtd. Avg. Exercise Price | $ / shares	$ 1.10
Exercise Price $1.10
STOCKHOLDERS' EQUITY
Wtd. Avg. Exercise Price | $ / shares	$ 1.10

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CUSTOMER AND VENDOR CONCENTRATIONS - Customer Concentrations (Details) - USD ($)	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023
Concentration Risk [Line Items]
Accounts receivable, net	$ 2,042,000		$ 905,000
Revenue | Customer concentration | Customer One [Member]
Concentration Risk [Line Items]
Concentration risk percentage	15.00%	17.00%
Revenue | Customer concentration | Customer Two [Member]
Concentration Risk [Line Items]
Concentration risk percentage	14.00%
Accounts receivable | Customer concentration
Concentration Risk [Line Items]
Accounts receivable, net	$ 612,000
Accounts receivable | Customer concentration | Customer One [Member]
Concentration Risk [Line Items]
Accounts receivable, net		$ 0

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CUSTOMER AND VENDOR CONCENTRATIONS - Vendor Concentrations (Details) - Purchases - Supplier concentration	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Vendor One [Member]
Concentration Risk [Line Items]
Concentration risk percentage	23.00%	32.00%
Vendor Two [Member]
Concentration Risk [Line Items]
Concentration risk percentage	20.00%	14.00%

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LEASE COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
LEASE COMMITMENTS AND CONTINGENCIES
Operating lease expense	$ 73,000	$ 68,000
Weighted average remaining lease term for operating leases (in years)	1 year 6 months

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LEASE COMMITMENTS AND CONTINGENCIES - Future minimum lease payments (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Operating leases
2024	$ 227
2025	154
Total undiscounted operating lease payments	381
Less imputed interest (at 8%)	(17)
Present value of operating lease payments	$ 364
Imputed interest rate percentage	8.00%

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LEASE COMMITMENTS AND CONTINGENCIES - ROU assets and operating lease liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Assets
ROU assets-net	$ 349	$ 415
Liabilities
Current operating lease liabilities	288	280
Long-term operating lease liabilities	76	$ 151
Total ROU liabilities	$ 364

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SUBSEQUENT EVENTS (Details) - USD ($)			3 Months Ended			12 Months Ended
	Nov. 01, 2023	Oct. 02, 2023	Sep. 30, 2023	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2023	Mar. 23, 2023
SUBSEQUENT EVENTS
Amount authorized under stock repurchase program							$ 1,000,000
Number of shares repurchased			0	272,620	272,620
Remaining amount authorized under stock repurchase program				$ 697,000	$ 697,000	$ 697,000
Phil Rafnson
SUBSEQUENT EVENTS
Officer compensation			$ 150,000
10b5-1 Stock Trading Plan
SUBSEQUENT EVENTS
Number of shares repurchased						273,000
Value of shares repurchased						$ 303,000
Remaining amount authorized under stock repurchase program				$ 697,000	$ 697,000	$ 697,000
Subsequent event | Phil Rafnson
SUBSEQUENT EVENTS
Officer compensation	$ 200,000
Subsequent event | 10b5-1 Stock Trading Plan
SUBSEQUENT EVENTS
Stock repurchase program period in force		1 year
Amount authorized under stock repurchase program		$ 1,000,000