What changed in this filing

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Item 1. Financial Statements

2024-05-15 compared with 2024-02-14 · 106 added, 100 removed, 369 unchanged (36% of the section changed)

26 unchanged sentences

Stockholders’ Equity

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

Common stock, $ 0.00001 par value, 100,000,000 shares authorized, 10,285,971 and 10,685,778 shares issued and outstanding at March 31, 2024 and June 30, 2023, respectively

Additional paid-in capital

8 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Cost of goods sold

18 unchanged sentences

(in thousands except for share amounts)

Three and Six months ended December 31, 2023

Three and Nine months ended March 31, 2024

Additional Paid-In

5 unchanged sentences

Balance as of December 31, 2023

Three and Six months ended December 31, 2022

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

Three and Nine months ended March 31, 2023

Additional Paid-In

Balance as of June 30, 2022

2 unchanged sentences

Balance as of December 31, 2022

Share buyback and cancellation

Balance as of March 31, 2023

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

2 unchanged sentences

(in thousands)

Six Months Ended

Nine Months Ended

Cash flows from operating activities:

Net income/(loss)

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

Provision for doubtful accounts

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

Provision for credit losses

Inventory reserve

Depreciation expense

2 unchanged sentences

Stock option compensation expense

Realized loss on investments

Realized gain on investments

Changes in operating assets and liabilities

Accounts receivable

Inventories, net

Prepaid expenses and other

9 unchanged sentences

Purchases of property and equipment

Net cash used in investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities

Stock Buyback

Share Buyback

Stock issued for Director expense

Net cash (used in) financing activities

Net decrease in cash

Net increase (decrease) in cash

Cash, beginning of the year

13 unchanged sentences

(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:

9 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 December 31, 2023, a large majority of domestic and international theatres were open.

As of March 31, 2024, a large majority of domestic and international theatres were open.

The industry’s recovery to historical levels of new film content, both in terms of the number of new films and box office performance, is still underway, as the industry also continues to adjust to evolving theatrical release windows, competition from streaming and other delivery platforms, supply chain delays, inflationary pressures, labor shortages, wage rate pressures and other economic factors.

Based on the 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.

Based on the management’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.

11 unchanged sentences

The June 30, 2023 condensed consolidated balance sheet has been derived from the audited consolidated financial statements.

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.

Operating results for the three and nine months ended March 31, 2024 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 December 31, 2023 and June 30, 2023.

As a result, the prior fair value and market data disclosure are no longer needed for the period ended March 31, 2024 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.

Assets and Liabilities Measured on a Non-recurring Basis - In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis.

Our non-financial assets, including goodwill, intangible assets and property and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows.

1 unchanged sentence

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.

There were no impairments recognized in the three and nine month periods ended March 31, 2024.

Use of Estimates:

7 unchanged sentences

Accounts Receivable:

Accounts receivable are carried at original invoice amount less allowance for credit losses.

Accounts receivables 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.

Accounts receivables 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.

Accounts receivables are considered to be past due if any portion of the receivable balance is outstanding for more than 90 days past the customer’s granted terms.

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

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

As of March 31, 2024 and June 30, 2023 the allowance for credit losses is approximately $ 75,000 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 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.

As of March 31, 2024 and June 30, 2023, the inventory reserve was $ 1,017,000 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”).

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.

Revenue is recognized when control of the promised goods is transferred at the point of shipment to a customer, and when performance conditions are satisfied at the customer location, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods as per the agreement with the customer.

The Company generates all its revenue from agreements with customers based on equipment shipment dates and when customer location work is completed.

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

12 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 December 31, 2023 included $ 1.579 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 nine months ended March 31, 2024 included $ 0.999 million for revenue recognized that was included in contract liability as of July 1, 2023.

Contract Liabilities ($ in Thousands)

December 31, 2023

March 31, 2024

June 30, 2023

8 unchanged sentences

Three Months Ended

Six Months Ended

Disaggregation of Revenue (in 000’s):

December 31, 2023

December 31, 2022

December 31, 2023

December 31, 2022

Nine Months Ended

Disaggregation of Revenue ($ in Thousands):

March 31, 2024

March 31, 2023

March 31, 2024

March 31, 2023

Equipment upon delivery (point in time)

2 unchanged sentences

Total revenues

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

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

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

7 unchanged sentences

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 were approximately $ 13,600 and $ 8,600 for the three months ended March 31, 2024 and 2023, respectively, and $ 23,200 and $ 19,000 for the nine months ended March 31, 2024 and 2023, 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 were no intangible asset impairments recognized for the three months and six months ended December 31, 2023 or 2022.

There were no intangible asset impairments recognized for the three months and nine months ended March 31, 2024 or 2023.

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 December 31, 2023 and December 31, 2022 (in thousands):

The following table summarizes the components of deferred tax assets and deferred tax liabilities at March 31, 2024 and June 30, 2023 (in thousands):

Deferred Tax Assets (Liabilities)

December 31, 2023

March 31, 2024

June 30, 2023

17 unchanged sentences

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

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.

As of March 31, 2024 and June 30, 2023, the Company has established a warranty reserve of $ 65,000 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):

Quarter Ended December 31,

Nine Months Ended March 31,

Year Ended June 30,

11 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.

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.

Due to the Management’s continuing ability to obtain 90 % of contract value in up-front customer deposits, the Company’s risk is only the remaining 10 % of the customer’s contract value.

NOTE 2 — INVESTMENTS

7 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

For the Three Months Ended

For the Six Months Ended

Net profit/(loss)

For the Nine Months Ended

Net income/(loss)

Weighted average common shares outstanding, basic and diluted

3 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

Total potentially dilutive shares

For the three and six months ended December 31, 2023 the Company had a net loss.

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

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

8 unchanged sentences

Net property and equipment

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 expense related to property and equipment was $ 3,500 and $ 2,000 for the three months ended March 31, 2024 and 2023, respectively of which $ 0 and $ 0 is included in cost of goods and $ 3,500 and $ 2,000 in general and administrative expense, respectively.

Depreciation expense related to property and equipment was $ 9,000 and $ 6,000 for the nine months ended March 31, 2024 and 2023, respectively of which $ 9,000 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 December 31, 2023 (in thousands):

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

Customer relations

2 unchanged sentences

Customer relations

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):

Amortization expense was $ 15,000 and $ 24,000 for the three months ended March 31, 2024 and 2023, respectively, and was $ 43,000 and $ 72,000 for the nine months ended March 31, 2024 and 2023, respectively, and is included in general and administrative expense.

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

NOTE 6 — ACCRUED EXPENSES

6 unchanged sentences

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

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.

As of March 31, 2024, 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 March 31, 2024.

In July 2021, MiT Inc.

3 unchanged sentences

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.

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 was 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 .

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

The Company recognized $ 5,000 and $ 15,000 in compensation expense for stock options during the three months and nine months ended March 31, 2024, 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 December 31, 2023, there was no unrecognized compensation cost related to nonvested stock option awards and no option grants during the period.

At March 31, 2024, 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 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:

No options were granted during the three and nine months ended March 31, 2024.

The following weighted average assumptions were used for option grants during the nine months ended March 31, 2023:

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 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.

The program expired on March 23, 2024 and a new program was established on April 1, 2024 – see Note 10 Subsequent Events for more information.

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.

NOTE 7 — STOCKHOLDERS’ EQUITY (continued)

On February 28, 2024, the Company and Joe Delgado, Executive Vice President of Sales (“Joe Delgado”) agreed to sell 49,586 shares of common stock at a price of $ 0.667 per share (based on the closing stock price as of February 27, 2024) for a total of $ 33,000 , which amount represents satisfaction of Mr.

Delgado’s $ 25,000 outstanding obligation to the Company plus an estimated $ 8,000 in federal and California state income taxes incurred in connection with the sale.

Following the purchase, the shares were cancelled by the Company.

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

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

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

$ in Thousands, except shares and dollar per share amounts

12 unchanged sentences

Nov 1, 2023 - Dec 31, 2023

Jan 1, 2024 - Mar 31, 2024

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 December 31, 2023 and changes during the six months ended December 31, 2023 are presented below.

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, July 1, 2023

2 unchanged sentences

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, March 31, 2024

NOTE 7 — STOCKHOLDERS’ EQUITY (continued)

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

Balance, July 1, 2022

2 unchanged sentences

Terminated/Expired during the period

Balance, December 31, 2022

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

Balance, March 31, 2023

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

Exercise Price

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.

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

NOTE 8 — CUSTOMER AND VENDOR CONCENTRATIONS

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.

one customer accounted for 10 % of the Company’s sales for the three months ended March 31, 2024.

One customer accounted for 12 % of the Company’s sales for the nine months ended March 31, 2024.

At March 31, 2024, the amount of outstanding receivables related to the one customer was approximately $ 176,000 .

One customer accounted for approximately 12 % of the Company’s sales for the three months ended March 31, 2023.

One customer accounted for approximately 12 % of the Company’s sales for the nine months ended March 31, 2023.

Approximately 16 % and 10 % of the Company’s purchases were provided by two vendors for the three months ended March 31, 2024.

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

Approximately 12 % and 11 % of the Company's purchases were provided by two vendors for the three months ended March 31, 2023.

Approximately 22 % and 13 % of the Company's purchases were provided by two vendors for the nine months ended March 31, 2023.

NOTE 9 — LEASE COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

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.

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

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

2 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 $ 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 December 31, 2023 under these arrangements are as follows:

The Company’s operating lease expense was $ 72,000 and $ 73,000 for the three months ended March 31, 2024 and 2023, respectively.

The Company’s operating lease expense was $ 218,000 and $ 214,000 for the nine months ended March 31, 2024 and 2023, respectively.

Future minimum lease payments at March 31, 2024 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 December 31, 2023:

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

(in thousands)

8 unchanged sentences

NOTE 10 — SUBSEQUENT EVENTS

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.

On April 1, 2024, the Board of Directors authorized a new share repurchase program for the repurchase of up to $ 363,000 worth of shares and will expire at the earlier of June 30, 2024, or when the maximum dollar amount of shares is repurchased.

All repurchases will be implemented in accordance with the applicable requirements of Rule 10b-18 under the U.S.

Securities Exchange Act of 1934.

On May 8, 2024, the Board of Directors authorized a $ 25,000 payment to CEO Phil Rafnson as part of a pay increase to $ 250,000 per year from the CEO’s current pay of $ 200,000 , effective as of November 1, 2023.

Management has evaluated events from March 31, 2024 through May 15, 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