What changed in this filing

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Item 1. Financial Statements

2024-02-14 compared with 2023-11-14 · 100 added, 109 removed, 369 unchanged (36% of the section changed)

3 unchanged sentences

(in thousands except share and per share amounts)

September 30,

Current Assets:

21 unchanged sentences

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

Common stock, $ 0.00001 par value, 100,000,000 shares authorized, 10,576,643 and 10,685,778 shares issued and outstanding at December 31, 2023 and June 30, 2023, respectively

Additional paid-in capital

8 unchanged sentences

Three Months Ended

September 30,

Six Months Ended

Cost of goods sold

4 unchanged sentences

Total operating expenses

Operating profit

Operating loss

Other income (expense)

Unrealized loss on marketable securities

Unrealized gain on marketable securities

Realized loss on marketable securities

Interest and other income, net

Total other income (expense)

Net profit/(loss)

Total other income

Net income/(loss)

Weighted average shares outstanding:

5 unchanged sentences

(in thousands except for share amounts)

Three months ended September 30, 2023

Retained Earnings

Three and Six months ended December 31, 2023

Additional Paid-In

2 unchanged sentences

Balance as of September 2023

Three months ended September 30, 2022

Retained Earnings

Additional Paid-in

Grant of options to officer

Share buyback and cancellation

Balance as of December 2023

Three and Six months ended December 31, 2022

Balance as of June 30, 2022

1 unchanged sentence

Balance as of September 2022

Balance as of December 2022

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

2 unchanged sentences

(in thousands)

Three Months Ended

September 30,

Six Months Ended

Cash flows from operating activities:

Net profit/(loss)

Net income/(loss)

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

4 unchanged sentences

Stock option compensation expense

Unrealized loss on investments

Realized loss on investments

14 unchanged sentences

Net cash used in investing activities

Cash flows from financing activities

Stock Buyback

Net cash (used in) financing activities

Net decrease in cash

37 unchanged sentences

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.

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

As of December 31, 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.

13 unchanged sentences

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.

Operating results for the three and six months ended December 31, 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)

1 unchanged sentence

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.

As a result, the prior fair value and market data disclosure are no longer needed for the period ended December 31, 2023 and June 30, 2023.

The carrying amounts of accounts receivable and accounts 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.

1 unchanged sentence

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.

For the year ended June 30, 2023, the Company impaired $( 0.287 ) million in Goodwill, $( 0.363 ) million in Intangible assets and $( 0.304 ) million in Note Receivables.

There were no impairments recognized the three and six periods ended December 31, 2023.

Use of Estimates:

7 unchanged sentences

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 carried at original invoice amount less allowance for credit losses.

Management determines the allowance for credit losses by identifying troubled accounts and by using historical experience applied to an aging of accounts.

Accounts receivable are written off when deemed uncollectible.

2 unchanged sentences

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.

As of December 31, 2023 and June 30, 2023 the allowance for credit losses is approximately $ 131,000 and $ 127,000 , 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 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.

As of December 31, 2023 and June 30, 2023, the inventory reserve was $ 785,000 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.

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.

In case agreements with multiple performance obligations, the Company identifies each performance obligation and evaluates whether the performance obligations are distinct within the context of the agreement at the agreement’s inception.

Performance obligations that are not distinct at agreement inception are combined.

The Company allocates the transaction price to each distinct performance obligation proportionately based on the estimated standalone selling price for each performance obligation and then evaluates how the services are transferred to the customer to determine the timing of revenue recognition.

The Company allocates the transaction price to each distinct performance obligation

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

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.

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

The change in contract liabilities (customer deposits and unearned warranty revenue) during the three months ended December 31, 2023 included $ 1.579 million for revenue recognized that was included in contract liability as of July 1, 2023.

Contract Liabilities ($ in Thousands)

September 30, 2023

December 31, 2023

June 30, 2023

7 unchanged sentences

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

Three Months Ended

Six Months Ended

Disaggregation of Revenue (in 000’s):

September 30, 2023

September 30, 2022

December 31, 2023

December 31, 2022

December 31, 2023

December 31, 2022

Equipment upon delivery (point in time)

2 unchanged sentences

Total revenues

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.

4 unchanged sentences

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.

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

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:

Advertising costs were approximately $ 6,200 and $ 3,900 for the three months ended December 31, 2023 and 2022, respectively, and $ 9,600 and $ 10,600 for the six months ended December 31, 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:

Intangible assets arising from business combinations, such as customer relationships, trade names, and/or intellectual property, are initially recorded at fair value.

1 unchanged sentence

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.

There were no intangible asset impairments recognized for the three months and six months ended December 31, 2023 or 2022.

Business Combinations:

2 unchanged sentences

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:

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

The following table summarizes the components of deferred tax assets and deferred tax liabilities at December 31, 2023 and December 31, 2022 (in thousands):

Deferred Tax Assets (Liabilities)

September 30, 2023

December 31, 2023

June 30, 2023

12 unchanged sentences

In accordance with ASC 842, on July 1, 2023 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.

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

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 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)

As of December 31, 2023 and June 30, 2023, the Company has established a warranty reserve of $ 64,000 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,

Quarter Ended December 31,

Year Ended June 30,

Product warranty liability beginning of period

10 unchanged sentences

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.

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.

4 unchanged sentences

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.

Due to 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.

8 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Three Months Ended

September 30,

For the Six Months Ended

Net profit/(loss)

4 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Three Months Ended

September 30,

For the Six Months Ended

Total potentially dilutive shares

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.

For the three and six months ended December 31, 2023 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.

1 unchanged sentence

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

September 30,

Production equipment

5 unchanged sentences

Net property and equipment

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.

F or 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 expense related to property and equipment was $ 3,000 and $ 1,000 for the three months ended December 31, 2023 and 2022, respectively of which $ 0 and $ 0 is included in cost of goods and $ 3,000 and $ 1,000 in general and administrative expense, respectively.

Depreciation expense related to property and equipment was $ 5,000 and $ 3,000 for the six months ended December 31, 2023 and 2022, respectively of which $ 5,000 and $ 3,000 in general and administrative expense, respectively.

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

6 unchanged sentences

NOTE 5 — INTANGIBLE ASSETS

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

The following table summarizes the Company’s intangible assets as of December 31, 2023 (in thousands):

Customer relations

2 unchanged sentences

Customer relations

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):

Amortization expense was $ 14,000 and $ 24,000 for the three months ended December 31, 2023 and 2022, respectively, and was $ 29,000 and $ 24,000 for the six months ended December 31, 2023 and 2022, respectively, and is included in general and administrative expense.

Estimated amortization expense related to intangible assets subject to amortization at December 31, 2023 in each of the five years subsequent to December 31, 2023, and thereafter is as follows (amounts in thousands):

NOTE 6 — ACCRUED EXPENSES

Accrued expenses consist of the following (in thousands):

September 30,

Employee compensation

4 unchanged sentences

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.

As of December 31, 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 December 31, 2023.

In July 2021, MiT Inc.

10 unchanged sentences

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.

The Company recognized $ 5,000 and $ 10,000 in compensation expense for stock options during the three months and six months ended December 31, 2023, respectively.

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.

At December 31, 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:

No options were granted during the three and six months ended December 31, 2023.

The following weighted average assumptions were used for option grants during the six months ended December 31, 2022:

Risk-free interest rate

4 unchanged sentences

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

During the six months ended December 31, 2023, the Company repurchased 109,135 of the Company’s stock at an average price of $ 0.91 per share.

There were no share repurchases for the six months ended December 31, 2022.

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

9 unchanged sentences

Paid per Share

March 23, 2023 – June 30, 2023

March 23, 2023 – March 31, 2023

May 18, 2023 - June 30, 2023

Nov 1, 2023 - Dec 31, 2023

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.

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

Balance, July 1, 2023

Granted during the year

Exercised during the year

Cancelled during the year

Balance, September 30, 2023

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.

Granted during the period

Exercised during the period

Cancelled during the period

Balance, December 31, 2023

A summary of the status of the Company’s stock options as of December 31, 2022 and changes during the six months ended December 31, 2022 are presented below.

Balance, July 1, 2022

2 unchanged sentences

Terminated/Expired during the period

Balance, September 30, 2022

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

Balance, December 31, 2022

The following table summarizes information about outstanding and exercisable stock options at December 31, 2023:

Exercise Price

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

There was no warrant activity or warrants outstanding during the year ended June 30, 2023 or for the three and six months ended December 31, 2023 and 2022.

NOTE 8 — CUSTOMER AND VENDOR CONCENTRATIONS

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 .

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.

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

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

NOTE 8 — CUSTOMER AND VENDOR CONCENTRATIONS – (continued)

At December 31, 2023, the amount of outstanding receivables related to the two customers was approximately $ 267,000 .

Two customers accounted for approximately 17 % and 10 % of the Company’s sales for the three months ended December 31, 2022.

One customer accounted for approximately 17 % of the Company’s sales for the six months ended December 31, 2022.

Approximately 11 % of the Company’s purchases were provided by one vendor for the three months ended December 31, 2023.

Approximately 19 % and 17 % of the Company's purchases were provided by 2 vendors for the six months ended December 31, 2023.

Approximately 17 % and 13 % of the Company's purchases were provided by two vendors for the three months ended December 31, 2022.

Approximately 26 % and 13 % of the Company's purchases were provided by 2 vendors for the six months ended December 31, 2022.

NOTE 9 — LEASE COMMITMENTS AND CONTINGENCIES

7 unchanged sentences

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.

The Company’s operating lease expense was $ 73,000 and $ 73,000 for the three months ended December 31, 2023 and 2022, respectively.

The Company’s operating lease expense was $ 147,000 and $ 141,000 for the six months ended December 31, 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:

Future minimum lease payments at December 31, 2023 under these arrangements are as follows:

(in thousands)

3 unchanged sentences

Present value of operating lease payments

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

The following table sets forth the ROU assets and operating lease liabilities as of December 31, 2023:

(in thousands)

8 unchanged sentences

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.

Management has evaluated events from December 31, 2023 through February 14, 2024, 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.

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