What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-05-15 · 317 added, 136 removed, 282 unchanged (62% of the section changed)

3 unchanged sentences

(in thousands except share and per share amounts)

September 30,

Current Assets:

$ 5,548 $ 5,715

Accounts receivable, net

7 unchanged sentences

Total Long-Term Assets

$ 11,276 $ 10,888

Liabilities And Stockholders’ Equity

1 unchanged sentence

Accounts payable

$ 2,900 $ 3,009

Accrued expenses

9 unchanged sentences

Stockholders’ Equity

Common stock, $ 0.00001 par value, 100,000,000 shares authorized, 9,933,679 and 9,896,850 shares issued and outstanding at March 31, 2025 and June 30, 2024, respectively

Common stock, $ 0.00001 par value, 100,000,000 shares authorized, 9,939,732 and 9,939,080 shares issued and outstanding at September 30, 2025 and June 30, 2025, respectively

Additional paid-in capital

12,070 12,061

Accumulated deficit

( 6,695 ) ( 7,204 )

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

$ 11,276 $ 10,888

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

3 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

$ 5,582 $ 5,252

Cost of goods sold

4 unchanged sentences

Total operating expenses

Operating (loss)

Operating income (loss)

Other income (expense)

Extinguishment of payables

Interest and other income, net

Total other income

Weighted average shares outstanding:

basic and diluted (Note 2)

Net (loss) income per common share basic and diluted

Net income (loss)

$ 509 $ ( 25 )

Earnings per share:

$ 0.05 $ ( 0.00 )

Shares used in computing earnings per share:

9,939,123 9,896,850

10,232,873 9,896,850

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

2 unchanged sentences

(in thousands except for share amounts)

Three and Nine months ended March 31, 2025

Paid-In Capital

Three Months Ended September 30, 2025

Common Stock Paid -In Accumulated

Balance as of June 30, 2025

Grant of options to officer

Balance as of September 30, 2024

Grant of options to officer

Balance as of December 31, 2024

Grant of options to officers

9,939,080 $ — $ 12,061 $ ( 7,204 ) $ 4,857

Issuance of stock to directors

Repriced options for directors and officer

Balance as of March 31, 2025

Three and Nine months ended March 31, 2024

Balance June 30, 2023

Grant of options to officer

— — — 509 509

Balance as of September 30, 2025

Grant of options to officer

Share buyback and cancellation

Balance as of December 31, 2023

9,939,732 $ — $ 12,070 $ ( 6,695 ) $ 5,375

Three Months Ended September 30, 2024

Balance as of June 30, 2024

9,896,850 — 11,965 ( 6,255 ) 5,710

Grant of options to officer

Issuance of stock to directors

Share buyback and cancellation

Share buyback and cancellation for officer

Balance as of March 31, 2024

— — — ( 25 ) ( 25 )

Balance as of September 30, 2024

9,896,850 $ — $ 11,970 $ ( 6,281 ) $ 5,690

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

2 unchanged sentences

(in thousands)

Nine Months Ended

Three Months Ended

September 30,

Cash flows from operating activities:

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

Net income (loss)

$ 509 $ ( 25 )

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

Provision for credit losses

3 unchanged sentences

Right-of-use amortization

Stock option compensation expense

Stock issued for director expenses

Stock compensation expense

Changes in operating assets and liabilities

2 unchanged sentences

Accounts payable

( 109 ) ( 429 )

Accrued expenses and customer refunds

1 unchanged sentence

Customer deposits

( 168 ) ( 342 )

Lease liabilities

Net cash provided by (used in) operating activities

Cash flows from investing activities

Purchases of property and equipment

Net cash (used in) investing activities

Cash flows from financing activities

Stock Buyback

Net cash (used in) financing activities

Net increase (decrease) in cash

( 53 ) ( 47 )

Net cash used in operating activities

( 167 ) ( 32 )

Net decrease in cash

( 167 ) ( 32 )

Cash, beginning of the period

Cash, end of the period

$ 5,548 $ 5,246

Non-cash investing and financing activities:

Right-of-use assets from new lease

Right-of-use assets from lease modification

$ — $ ( 988 )

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

NOT E 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization:

6 unchanged sentences

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

Impact of the COVID-19 Pandemic:

mpact of the COVID- 19 Pandemic:

The COVID- 19 pandemic has had an unprecedented impact on the world and the movie exhibition industry.

4 unchanged sentences

Throughout 2020 and through 2022 the theatres reopened as soon as local restrictions, and the status of the COVID- 19 pandemic would allow.

As of March 31, 2025, a large majority of domestic and international theatres were open.

As of September 30, 2025 , 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.

12 unchanged sentences

The June 30, 2025 condensed consolidated balance sheet has been derived from the audited consolidated financial statements.

Operating results for the three and nine months ended March 31, 2025 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending June 30, 2025.

Operating results for the three months ended September 30, 2025 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending June 30, 2026 .

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

17 unchanged sentences

The Company does not charge interest on past-due balances or require collateral on its accounts receivable.

As of March 31, 2025 and June 30, 2024 the allowance for credit losses is approximately $ 436,000 and $ 378,000 , respectively.

As of September 30, 2025 and June 30, 2025 the allowance for credit losses is approximately $ 281,000 and $ 236,000 , respectively.

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.

2 unchanged sentences

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 March 31, 2025 and June 30, 2024, the inventory reserve was $ 1,383,000 and $ 1,106,000 respectively, and inventory on hand was comprised primarily of finished goods ready for sale.

As of September 30, 2025 and June 30, 2025 , the inventory reserve was $ 1,413,000 and $ 1,413,000 res pectively, and inventory on hand was comprised primarily of finished goods ready for sale.

Revenue Recognition:

15 unchanged sentences

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 nine months ended March 31, 2025 included $ 0.207 million for revenue recognized that was included in contract liability as of June 30 2024.

Contract Liabilities ($ in Thousands)

Contract Liabilities

September 30,

Customer deposits

$ 933 $ 1,101

Unearned warranty revenue

Customer refunds

$ 1,465 $ 1,515

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.

2 unchanged sentences

Management has determined that sales commissions paid are an immaterial component of obtaining a customer’s contract and has elected to expense sales commissions when earned.

Three Months Ended

Nine Months Ended

Three Months Ended September 30,

Disaggregation of Revenue ($ in Thousands)

Equipment upon delivery (point in time)

$ 5,546 $ 5,194

Installation (point in time)

1 unchanged sentence

Total revenues

$ 5,582 $ 5,252

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

8 unchanged sentences

Advertising Costs:

Advertising costs were approximately $ 4,600 and $ 13,600 for the three months ended March 31, 2025 and 2024, respectively and $ 16,800 and $ 23,200 for the nine months ended March 31, 2025 and 2024, respectively.

Advertising costs were approximately $ 3,000 and $ 4,000 fo r the three months ended September 30, 2025 and 2024 , respectively.

Advertising costs are expensed as incurred within selling and marketing expenses.

3 unchanged sentences

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 was no intangible asset impairments recognized for the three or nine months ended March 31, 2025 or 2024.

There was no intangible asset impairments recognized for the three months ended September 30, 2025 or 2024 .

Business Combinations:

8 unchanged sentences

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 March 31, 2025 and June 30, 2024 (in thousands):

The following table summarizes the components of deferred tax assets and deferred tax liabilities at September 30, 2025 and June 30, 2025 (in thousands):

$ in Thousands

Deferred Tax Assets (Liabilities)

March 31, 2025

September 30, 2025

June 30, 2025

3 unchanged sentences

Accumulated intangible amortization

Deferred rent

( 288 ) ( 304 )

ROU Liability

Warranty reserve

3 unchanged sentences

Valuation allowance

In accordance with ASC 842, on July 1, 2024 the Company recognized Right of Use Assets in the amount of $ 1,062,000 and a lease liability of $ 1,062,000 for the leases associated with its executive office and warehouse space, as described in Note 7.

( 1,584 ) ( 1,814 )

Product Warranty:

2 unchanged sentences

The Company has the right to return defective products for up to three years, depending on the manufacturers’ individual policies.

As of March 31, 2025 and June 30, 2024, the Company has established a warranty reserve of $ 41,000 and $ 69,000 , respectively, which is included in accrued expenses in the accompanying condensed consolidated balance sheets.

As of September 30, 2025 and June 30, 2025 , the Company has established a warranty reserve of $ 37,000 and $ 35,000 , 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):

Warranty Liabilities

September 30,

($ in Thousands)

Product warranty liability beginning of period

1 unchanged sentence

Settlements made

Product warranty liability, end of period

( 40 ) ( 386 )

Product warranty liability end of the period

Research and Development:

2 unchanged sentences

Recently Issued Accounting Pronouncements:

In November 2023, FASB issued ASU 2023-07 on segment disclosures.

The amendments will be effective for fiscal years beginning after December 15, 2024 (fiscal 2026 for the Company) and interim periods within fiscal years beginning after December 15, 2024 (fiscal 2026 for the Company).

In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No.

11 unchanged sentences

The Company will adopt ASU 2023 - 09 in its fourth quarter of 2026 using a prospective transition method.

In July 2025, the FASB issued ASU 2025 No.

2025 - 05, Financial Instruments-Credit Losses (Topic 326 ), which provides for a practical expedient for the evaluation of expected credit losses that assumes that current conditions as of the balance sheet do not change for the remaining life of the asset.

The provisions of this pronouncement are effective for annual periods beginning after December 15, 2025, and annual periods within those periods.

The Company will first adopt this standard in the first quarter of its fiscal year ending June 30, 2027.

NOTE 2 — LOSS PER SHARE

5 unchanged sentences

For the Three Months

For the Nine Months

(In Thousands except for share

Ended March 31

Ended September 30

and per share price)

Weighted average common shares outstanding, basic and diluted

Net (loss) per share

Basic and diluted

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 Nine Months Ended

Net income (loss)

$ 509 $ ( 25 )

Basic Weighted average basic shares outstanding

9,939,123 9,896,850

Effect of dilutive share-based awards

Weighted-average dilutive shares

10,232,873 9,896,850

Net income (loss) per share

Basic earnings per share

$ 0.05 $ ( 0.00 )

Diluted earnings per share

$ 0.05 $ ( 0.00 )

For the quarter ended September 30, 2024, 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

September 30,

450,000 250,000

Total potentially dilutive shares

For the three and nine months ended March 31, 2025 and March 31, 2024 the Company had a net loss.

450,000 250,000

For the three months ended September 30, 2025 the Company had net income while on September 30, 2024 the Company had a net loss.

However, all potentially dilutive securities were also deemed to be anti-dilutive because their exercise price exceeded the weighted average trading price of the Company’s stock for the period.

NOTE 3 — INTANGIBLE ASSETS

The following table summarizes the Company’s intangible assets as of March 31, 2025 (in thousands):

The following table summarizes the Company’s intangible assets as of September 30, 2025 (in thousands):

Customer relations

11 $ 970 $ 723 $ 247

$ 1,118 $ 769 $ 349

NOTE 3 — INTANGIBLE ASSETS (continued)

The following table summarizes the Company’s intangible assets as of June 30, 2025 (in thousands):

Customer relations

Amortization expense was $ 15,000 and $ 15,000 for the three months ended March 31, 2025 and 2024, respectively, and $ 44,000 and $ 43,000 for the nine months ended March 31, 2025 and 2024, respectively, and is included in general and administrative expense.

Estimated amortization expense related to intangible assets subject to amortization at March 31, 2025 in each of the years subsequent to March 31, 2025, and thereafter is as follows (amounts in thousands);

11 $ 970 $ 711 $ 260

$ 1,118 $ 755 $ 364

Amortization expense w as $ 15,000 and $ 15,000 for the th ree months ended September 30, 2025 and 2024 , respectively, and is included in general and administrative expense.

Estimated amortization expense related to intangible assets subject to amortization at September 30, 2025 in each of the years subsequent to September 30, 2025 , and thereafter is as follows (amounts in thousands);

2026, balance of the fiscal year

NOTE 4 — ACCRUED EXPENSES

1 unchanged sentence

Accrued Expenses

September 30,

($ in Thousands)

4 unchanged sentences

The Plan, as amended, provides for the issuance of stock-based awards to employees.

As of March 31, 2025, the Plan provides for the issuance of up to 1,500,000 stock-based awards.

There are 1,020,000 stock-based awards available to grant under the Plan at March 31, 2025.

As of September 30, 2025 , the Plan provides for the issuance of up to 1,500,000 stock-based awards.

There are 1,020,000 s tock-based awards available to grant under the Plan at September 30, 2025 .

On October 30, 2024, and as part of Francis Godfrey’s appointment as the Company’s President and Chief Operating Officer, the Board granted Francis Godfrey 200,000 options with an exercise price of $ 0.65 with 25 % vesting immediately and the remainder vesting at 25 % per year thereafter .

In December 2024 , the Board of Directors granted Phil Rafnson, CEO, a $ 100,000 bonus in recognition of his prior salary concessions made and for his efforts in the revised Company budget and his leadership in securing Francois Godfrey as President.

On March 25, 2025, the Board of Directors (the “Board”) of Moving iMage Technologies, Inc.

cancelled the previously issued May 23, 2023 250,000 share options at $ 1.10 per share to outside directors consisting of 50,000 each to Directors Katherine Crothall,

Scott Anderson and John Stiska and as well as 100,000 options to CFO William Greene at $ 1.10 per share.

The Board reissued the 250,000 options at $ 0.65 per share .

On May 26 , 2023, the Board granted either (i) 10,000 shares of t he Company's stock , or (ii) options for 10,000 shares at $ 1.10 per share to each outside director Katherine Crothall , Scott Anderson and John Stiska .

On March 25, 2025, the Board re-priced the $ 1.10 shares or options to $ 0.65 per share which resulted in an incremental stock-based compensation charge of $ 11,000 in the three and nine-months ended March 31, 2025 .

The Company recognized compensation expense of approximately $ 22,000 and $ 5,000 for stock options during the three months ended March 31, 2025 and March 31, 2024, respectively, and $ 59,000 and $ 16,000 during the nine months ended March 31, 2025 and March 31, 2024, respectively.

None of these potentially dilutive securities were included in the computation of diluted earnings per share as their impact would be anti-dilutive.

The estimated fair value of each option award granted was determined on the date of grant using the Black-Scholes option valuation model during the three and nine months ended March 31, 2025.

There were no option grants during the three and nine months ended March 31, 2024:

NOTE 5 — STOCKHOLDERS ’ EQUITY (continued)

The Company recognized compensation expense of approxima tely $ 7,300 and $ 5,000 for stock options during the three months ended September 30, 2025 and 2024 , respectively.

For the quarter ended September 30, 2024, none of these potentially dilutive securities were included in the computation of diluted earnings per share as their impact would be anti-dilutive.

The estimated fair value of each option award granted was determined on the date of grant using the Black-Scholes option valuation model during the three months ended September 30, 2025 .

There were no option grants during the three months ended September 30, 2024 :

September 30, 2025

October 30, 2024

Risk-free interest rate

3 unchanged sentences

NOTE 5 — STOCKHOLDERS ’ EQUITY (continued)

A summary of the status of the Company’s stock options as of March 31, 2025 and changes during the nine months ended March 31, 2025 are presented below.

A summary of the status of the Company’s stock options as of September 30, 2025 and changes during the three months ended September 30, 2025 are presented below.

Balance, July 1, 2025

Granted during the period

450,000 $ 0.65

Granted during the period

1 unchanged sentence

Cancelled during the period

Balance, March 31, 2025

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

Balance, September 30, 2025

450,000 $ 0.65

A summary of the status of the Company’s stock options as of September 30, 2024 and changes during the three months ended September 30, 2024 are presented below.

Balance, July 1, 2024

250,000 $ 1.10

Granted during the period

Exercised during the period

Terminated/Expired during the period

Balance, March 31, 2024

The following table summarizes information about outstanding and exercisable stock options at March 31, 2025:

Canceled during the period

Balance, September 30, 2024

250,000 $ 1.10

The following table summarizes information about outstanding and exercisable stock options at September 30, 2025 :

Exercise Price

There was no warrant activity or warrants outstanding during the year ended June 30, 2024 or for the nine months ended March 31, 2025 and 2024.

$ 0.65 450,000 294,000 8.29 $ 0.65

As authorized by the Board on May 26, 2023, directors may receive their board fees as cash or in shares of the Company’s stock.

The Company records director fee expense at the end of each board meeting.

On February 24, 2025, the Company subsequently issued 36,829 shares to its independent directors for director fees earned during the eleven-month period of April 2024 through February 2025.

On March 25, 2024, the Company issued 18,938 shares to its independent directors for director fees earned during the nine months ended March 31, 2024.

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.

The program expired on March 23, 2024 and a new program was established on April 1, 2024.

During the nine months ended March 31, 2024, the Company repurchased 418,745 of the Company’s stock at an average price of $ 0.78 per share.

There were no share repurchases for the three months and nine months ended March 31, 2025.

NOTE 5 — STOCKHOLDERS’ EQUITY (continued)

$ in Thousands, except shares and dollar per share amounts

Total Number of

Dollar Value of

Shares that May

Average Price

Part of Publicly

Yet Be Purchased

Announced Plans

Under the Plans

Mar 23, 2023 - Mar 31, 2023

May 18 - Jun 30, 2023

Nov 1, 2023 - Dec 31, 2023

Jan 1, 2024 - Mar 31, 2024

The Company records director fee expense at the end of each board m eeting.

On September 24, 2025, the Company subsequently issued 652 shares to an independent director for director fees earned during the three -month period of July 2025 through September 2025.

NOTE 6 — CUSTOMER AND VENDOR CONCENTRATIONS

Two customers accounted for more than 12 % and 8 % , respectively, of the Company’s sales for the three months ended March 31, 2025.

No customers accounted for more than 10% of the Company’s sales for the nine months ended March 31, 2025.

At March 31, 2025, the amount of outstanding receivables related to the one customer was approximately $ 284,000 .

One customer accounted for 24 % of the Company’s sales for the three months ended March 31, 2024.

No customer accounted for more than 10% of the Company’s sales for the nine months ended March 31, 2024.

Two vendors accounted for 24 % and 20 % , respectively, of the Company’s purchases for the three months ended March 31, 2025.

Approximately 14 % of the Company's purchases were provided by one vendor for the three months ended March 31, 2024.

Two vendors accounted for 18 % and 15 % , respectively, of the Company’s purchases for the nine months ended March 31, 2025.

Approximately 16 % and 15 % of the Company's purchases were provided by two vendors for the nine months ended March 31, 2024.

One customer accounted for 12 % of the Company’s net sales for the three months ended September 30, 2025 .

Three customers accounted for 17 %, 13 % and 11 %, respectively, of the Company’s sales for the three months ended September 30, 2024.

At September 30, 2025 , the amount of outstanding receivables related to the one customer was appro ximately $ 348,000 .

At September 30, 2024, the amount of outstanding receivables related to the one customer was approximately $ 135,000 .

Two vendors accounted for 2 2% and 17 %, r espectively, of the Company’s purchases for the three months ended September 30, 2025 .

Approximately 26 % of the Company’s purchases were provided by one vendor for the three months ended September 30, 2024 .

NOTE 7 — LEASE COMMITMENTS AND CONTINGENCIES

Operating Leases:

The Company leases executive office and warehouse space in Fountain Valley, CA, pursuant to separate lease agreements.

Under ASC 842, at contract inception the Company determined whether the contract is or contains a lease and whether the lease should be classified as an operating or a financing lease.

Operating leases are included in ROU (right-of-use) assets and operating lease liabilities in our condensed consolidated balance sheets.

The Company occupies an executive office and warehouse space in Fountain Valley and Whittier, 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 consolidated balance sheet.

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

On July 23, 2024, the Company renewed its Fountain Valley location effective February 1, 2025 by an additional five years with a January 31, 2030 lease expiration date.

Both parties agreed that July 23, 2024 was the effective modification date.

The monthly rent payable for the first year of the extended term will be $ 19,362 and increases by 4 % on each anniversary date.

On June 4, 2024, the Company notified its Grace facility location landlord of its intent to vacate at the end of the current January 31, 2025 lease term.

On October 30, 2024, the Company entered into a new 4,344 square foot facility lease with a three-year lease term and a February 1, 2028.lease expiration date.

The office lease agreement, as amended, expire on January 31, 2030, and does not include any renewal options.

The Whittier, CA warehouse lease agreement commenced on February 1, 2025 expires on January 31, 2028, and does not include any renewal options.

The agreements provide for initial monthly base amounts plus annual escalations through the term of the leases.

The monthly rent payable for the first year of the extended term will be $ 6,299 and increases by 4 % on each anniversary date.

1 unchanged sentence

NOTE 7 — LEASE COMMITMENTS AND CONTINGENCIES (continued)

The Company’s operating lease expense was $ 98,000 and $ 72,000 for the three months ended March 31, 2025 and 2024, respectively.

The Company’s operating lease expense was $ 283,000 and $ 218,000 for the nine months ended March 31, 2025 and 2024, respectively.

Future minimum lease payments at March 31, 2025 under these arrangements are as follows:

(in thousands)

The Company’s operating lease expense was $ 79,000 and $ 86,000 for the three months ended September 30, 2025 and 2024 , respectively.

Future minimum lease payments at September 30, 2025 under these arrangements are as follows:

Operating leases

Total undiscounted operating lease payments

($ in Thousands)

2026, balance of the fiscal year

Total future minimum lease payments

Less imputed interest (at 8%)

Present value of operating lease payments

The following table sets forth the ROU assets and operating lease liabilities as of March 31, 2025:

The following table sets forth the ROU assets and operating lease liabilities as of September 30, 2025 :

(in thousands)

7 unchanged sentences

There are no significant legal proceedings pending to which the Company is a party for which management believes the ultimate outcome would have a material adverse effect on the Company’s financial position.

NOTE 8 — SEGMENT INFORMATION

Operating segments are defined as components of an enterprise about which separate discrete information is available or evaluation by the chief operating decision maker ("CODM"), in deciding how to allocate resources and in assessing performance.

The Company and the Company's chief operating decision maker view the Company's operations and manage its business in one operating segment, which is the business of identifying, developing and manufacturing products to meet the needs of the cinema market.

The CODM, who is the President, manages and allocates resources to the operations of the Company on a consolidated basis.

The Company's measure of segment profit or loss is currently a net loss.

Managing and allocating resources on a consolidated basis enables the President to assess the overall level of resources available and how to best deploy those resources across functions that are in line with the Company's long-term company-wide strategic goals.

Consistent with this decision-making process, the President uses consolidated financial information for purposes of evaluating performance, forecasting future period financial results, allocating resources and setting incentive targets.

Operating expenses are used to monitor budget versus actual results.

The CODM does not review assets in evaluating the results of the Company, and therefore, such information is not presented.

In addition, substantially all of the Company's revenue was generated in the United States and substantially all of the Company's long-lived assets reside in the United States.

($ in Thousands)

Quarter Ended

September 30,

$ 5,582 $ 5,252

Cost of Sales

Segment operating expenses:

Payroll and related

( 52 ) ( 455 )

Total segment operating expenses

Interest and other income

Net income (loss)

$ 509 $ ( 25 )

NOTE 9 — SUBSEQUENT EVENTS

Management has evaluated events from March 31, 2025 through May 15, 2025, the date these financial statements were available to be issued and determined that there have been no other events that occurred that would require adjustment to our disclosures in the condensed consolidated financial statements.

On October 31, 2025, Moving iMage Technologies, Inc.

(the “Company”) entered into an Asset Purchase Agreement (the “APA”) with QSC, LLC (“QSC”) pursuant to which the Company purchased certain assets comprising QSC’s Digital Cinema Speaker Series (“DCS”) loudspeaker product line including, the DCS loudspeaker product line, including the SC, SR, SB, and RSM product families;

intellectual property, including trademarks, designs, and trade secrets;

inventory and raw materials;

OEM supplier agreements;

product technical documentation;

and rights to service and support existing DCS customers, for a purchase price of $ 1.5 million.

Management has evaluated events from September 30, 2025 thro ugh November 14, 2025, t he 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.

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, 2025, filed with the Securities and Exchange Commission (the “SEC”) on September 27, 2024, and in our other filings with the SEC, could cause actual results to differ materially from those suggested by the forward-looking statements and include, without limitation:

The condition of the economy in general and of the cinema and/or cinema equipment industry in particular,

Our customers’ adjustments in their order levels,

Seasonality in our business, specifically our second fiscal quarter, 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.

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.

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

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.

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.

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).

Finally, we have a set of recently introduced products that we believe have the potential to be disruptive to the movie theater, entertainment and sports venue industries.

For example, our operations enhancement and theater management solution include a software-as-a-service (SaaS) platform combined with other technologies that allow theater operators to improve their quality control.

We have also developed a translator product and service that will enable moviegoers to watch a movie in any language that the film is available in, all in the same auditorium through a set of augmented reality glasses.

Another example is a proprietary mobile cart we’ve developed to enable eSports and gaming in movie-theater auditoriums.

Factors affecting our performance

Effect of COVID-19 global pandemic .

The COVID-19 pandemic has had an unprecedented impact on the world and the movie exhibition industry.

The social and economic effects have been widespread.

At various points during the pandemic, authorities around the world-imposed measures intended to control the spread of COVID-19, including stay-at-home orders and restrictions on large public gatherings, which caused movie theaters in countries around the world to temporarily close.

The repercussions of the COVID-19 global pandemic resulted in a significant impact on our customers, specifically those in the entertainment and cinema industries.

As a result, the Company implemented various cash preservation strategies, including, but not limited to, temporary personnel and salary reductions, halting non-essential operating and capital expenditures, and negotiating modified timing and/or abatement of contractual payments with landlords and other major suppliers.

Throughout 2020 and 2021 the theatres reopened as soon as local restrictions and the status of the COVID-19 pandemic would allow.

As of September 30, 2025, 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 recovers from the 2023 SAG-AFTRA strike, evolving theatrical release windows, competition from streaming and other delivery platforms, supply chain delays, inflationary pressures, labor shortages, wage rate pressures and other economic factors.

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

Investment in growth .

Based on FY2025 losses, we continue to selectively evaluate opportunities to expand our operations.

We expect continued decreases to our total operating expenses in the foreseeable future to meet our revenue and cost control objectives.

We plan to invest in our sales and support operations to support our new product initiatives and budget goals.

Adding New Customers and Expanding Sales to Our Existing Customer Base .

We intend to target new customers by selectively investing in our field sales force.

We also intend to continue to target large customers’ organizations who have yet to use our products and services.

A typical initial order involves educating prospective customers about the technical merits and capabilities and potential cost savings of our products and services as compared to our competitors’ products.

We believe that customer references have been, and will continue to be, an important factor in winning new business.

We expect that a substantial portion of our future sales will be sales to existing customers, including expansion of their product and service offerings, as we offer new products and services through the existing sales channel.

Our business and results of operations will depend on our ability to continue to add new customers and sell additional products and services to our growing base of customers.

Promoting Our Brand and Offering Additional Products .

Our future performance will depend on our continued ability to achieve brand recognition for our proprietary line of products.

We plan to increase our marketing expenditures to continue to create and maintain prominent brand awareness.

Also, our future performance will depend on our ability to continue to offer high quality, high performance and high functionality products and services.

We intend to continue to devote efforts to introduce new products and services including new versions of our existing product lines.

We expect that our results of operations will be impacted by the timing, size and level of success of these brand awareness and product and service offering efforts.

Ability to Maintain Gross Margins .

Our gross margins have been and are expected to continue to be affected by a variety of factors, including competition, the timing of changes in pricing, shipment volumes, new product introductions, changes in product mixes, changes in our purchase price of components and assembly and test service costs and inventory write downs, if any.

Our goal is to strive to maintain gross profits for products that may have a declining average selling price by continuing to focus on increased sales volume and looking to reduce operating costs.

Decreases in average selling prices are primarily driven by competition and by reduced demand for products that face potential or actual technological obsolescence.

We also focus on managing our inventory to reduce our overall exposure to price erosion.

In addition, we seek to introduce new products and services with higher gross margins to offset the potential effect of price erosion on other lines of products.

For example, we have recently productized and began marketing a new system which combines full compliance with the Americans with Disabilities Act with a multi-language capability we expect this system will have higher margins than a substantial number of existing products we offer.

In addition, we expect our offerings of Direct View LED screens to also carry significantly higher margins.

Trade disputes could have a material adverse impact on our business, financial condition, liquidity and results of operations.

Trade disputes can lead to the implementing of tariffs on products or on commodities that we use in our operations which could cause significant fluctuations in prices and have a material adverse effect on our operations and financial results.

In early 2025, the Trump administration announced additional tariffs on various imports from China, Mexico, and Canada, and signaled a willingness to renegotiate or withdraw from existing trade agreements.

A series of executive orders issued in March and April of 2025 proposed significant changes to U.S.

trade policy, including a baseline 10% tariff on a broad range of imported goods, unless replaced by higher country-specific rates.

These actions have prompted actual or threatened retaliatory measures against U.S.

However, there is currently significant uncertainty about potential trade actions or how they may affect our business.

We cannot predict the impact that future trade policy or the terms of any negotiated trade agreements may have on our business or on our industry.

Fluctuations in Revenues and Earnings .

Both the sales cycle and the contract fulfillment cycle are dependent on a number of factors from our customers that are not in our control.

Accordingly, backlog, the conversion of backlog into revenue and related earnings may fluctuate from quarter to quarter depending on our customers’ particular requirements, which can sometimes change between the initial signing of a contract and its ultimate fulfillment.

Cost of goods sold

Cost of goods sold includes the cost of products or components that we purchase from third party manufacturers plus assembly and packaging labor costs for these third parties or in-house designed products.

Cost of goods sold is also affected by inventory obsolescence if our inventory management is not effective or efficient.

We mitigate the risk of inventory obsolescence by stocking relatively small amounts of inventory at any given time, except for periodic strategic purchases, and rely instead on a strategy of manufacturing or acquiring products based on orders placed by our customers.

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, 2025 compared to the three months ended September 30, 2024

Three Months Ended September 30,

Net sales increased 6.3% to $5.582 million for the three months ended September 30, 2025 from $5.252 million for the three months ended September 30, 2024 due to higher one-time sales.

Three Months Ended September 30,

Gross profit dollars increased by $0.302 million or 22.0% to $1.674 million for the three months ended September 30, 2025 from $1.372 million for the three months ended September 30, 2024.

As a percentage of total revenues, gross profit percentage increased to 30.0% from 26.1% due to higher margin product revenues.

Research and Development

Three Months Ended September 30,

Research and development expenses decreased by $(0.013) million or 21.3% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 due to headcount reduction.

Selling, General and Administrative Expense

Three Months Ended September 30,

The decrease in selling, general and administrative expense of $0.103 million or 7.5% was due to lower compensation expense, lower rent and lower travel and related costs in the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

Three Months Ended September 30,

Other Income was $0.159 million for the three months ended September 30, 2025 compared to Other Income of $0.048 million for the three months ended September 30, 2024 or an increase of $0.116 million.

The increase was due largely to a one-time payables extinguishment of $0.128 million income in the three months ended September 30, 2025 compared to only interest income for the three months ended September 30, 2024.

Net Income (Loss)

Three Months Ended September 30,

Net income was $0.509 million for the three months ended September 30, 2025 compared to a net loss of $(0.025) million for the three months ended September 30, 2024 or an improvement in loss reduction of $0.534 million.

The improvement was due to a combination of higher gross margin of $0.302 million, lower operating expenses of $0.116 million and higher other income of $0.116 million.

Liquidity and Capital Resources

During the past several years, we have primarily met our working capital and capital resource needs from our operating cash flows and financing activities.

We believe that our existing sources of liquidity, including cash and operating cash flow, will be sufficient to fund our operations and to meet our projected capital needs for a period of at least 12 months from the date the condensed consolidated financial statements are available to be issued.

The cash balance at September 30, 2025 was approximately $5.548 million, as compared to $5.715 million at June 30, 2025.

Cash Flows from Operating Activities

Compared to September 30, 2024 , net cash used in operating activities increased by $0.135 million in September 30, 2025 due to increased accounts receivable and prepaids.

Net cash used in operating activities was $(0.167) million for the three months ended September 30, 2025 , primarily due to $(0.804) million in working capital decreases which were offset by $0.509 million in net losses and $0.128 million in other non-cash expenses.

Within the working capital change, net cash provided included $0.547 million in inventory, accrued expenses and unearned warranty revenue offset by ($(1.351) million in accounts receivable, prepaids, accounts payable, customer deposit declines and lease liabilities.

For the three months ended September 30, 2024 , net cash used by operating activities incr eased by $0.175 million in September 30, 2024 due to cost reductions and lower inventory levels.

Net cash used by operating activities was $(0.032) million for the three months ended September 30, 2024, primarily due to $(0.180) million in working capital decreases along with $(0.025) million in net losses and offset by $0.173 million in other non-cash expenses.

Within working capital change, the cash used of $(0.818) million included declines in payables, customer deposits and lease liabilities offset by $0.638M in provision for receivables, inventory, prepaids, accrued expense and unearned warranty revenue.

Cash Flows from Investing Activities

Net cash from investing activities was zero for the three months ended September 30, 2025 and zero for the three months ended September30, 2024.

Cash Flows from Financing Activities

Net cash from financing activities was zero for the three months ended September 30, 2025 and zero for the three months ended September 30, 2024.

Critical Accounting Policies and Estimates

For a discussion of the critical accounting policies and estimates, refer to the “Critical Accounting Policies and Estimates” section in Part II, Item 7 of our 2024 Form 10-K.

There have been no material changes during the three months ended September 30, 2025 to the judgments, assumptions and estimates upon which our critical accounting estimates are based.

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

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements