Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2021 | Nov. 04, 2021 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Entity File Number | 001-40511 | |
Entity Registrant Name | Moving iMage Technologies, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-0232845 | |
Entity Address State Or Province | CA | |
Entity Address, Address Line One | 17760 Newhope Street | |
Entity Address, City or Town | Fountain Valley | |
Entity Address, Postal Zip Code | 92708 | |
City Area Code | 714 | |
Local Phone Number | 751-7998 | |
Title of 12(b) Security | Common Stock, $0.00001 par value | |
Trading Symbol | MITQ | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,636,278 | |
Entity Central Index Key | 0001770236 | |
Current Fiscal Year End Date | --06-30 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | true | |
Amendment Description | Amendment No. 1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jul. 01, 2020 | Jun. 30, 2020 |
Current Assets: | |||||
Cash and cash equivalents | $ 11,030,000 | $ 1,270,000 | |||
Accounts receivable, net | 898,000 | 454,000 | $ 809,000 | ||
Inventories, net | 1,911,000 | 1,534,000 | |||
Prepaid expenses and other | 642,000 | 95,000 | |||
Total Current Assets | 14,481,000 | 3,353,000 | |||
Long-Term Assets: | |||||
Property, plant and equipment, net | 8,000 | 21,000 | |||
Intangibles, net | 911,000 | 935,000 | |||
Goodwill | 287,000 | 287,000 | |||
Other assets | 16,000 | 1,133,000 | |||
Total Long-Term Assets | 1,222,000 | 2,376,000 | |||
Total Assets | 15,703,000 | 5,729,000 | |||
Current Liabilities: | |||||
Accounts payable | 1,841,000 | 1,911,000 | |||
Accrued expenses | 402,000 | 620,000 | |||
Customer deposits | 2,709,000 | 1,339,000 | $ 854,000 | ||
Line of credit | 590,000 | ||||
Notes payable - current | 110,000 | 237,000 | |||
Unearned warranty revenue | 34,000 | 34,000 | |||
Total Current Liabilities | 5,096,000 | 4,731,000 | |||
Long-Term Liabilities: | |||||
Notes payable, net of current portion | 588,000 | 1,702,000 | |||
Deferred rent | 25,000 | 25,000 | |||
Total Long-Term Liabilities | 613,000 | 1,727,000 | |||
Total Liabilities | 5,709,000 | 6,458,000 | |||
Stockholders' Equity (Deficit) | |||||
Common stock, $0.00001 par value, 100,000,000 shares authorized, 10,636,278 and 5,666,667 shares issued and outstanding at September 30, 2021 and June 30, 2021, respectively | |||||
Additional paid-in capital | 12,311,000 | 1,011,000 | |||
Accumulated deficit | (2,317,000) | (1,740,000) | |||
Total Stockholders' Equity (Deficit) | 9,994,000 | (729,000) | $ (454,000) | $ 101,000 | |
Total Liabilities and Stockholders' Equity (Deficit) | $ 15,703,000 | $ 5,729,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Common stock par value | $ 0.00001 | $ 0.00001 |
Common stock, Authorized | 100,000,000 | 100,000,000 |
Common stock, Issued | 10,636,278 | 5,666,667 |
Common stock, Outstanding | 10,636,278 | 5,666,667 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Net sales | $ 3,474 | $ 1,757 |
Cost of goods sold | 2,752 | 1,304 |
Gross profit | 722 | 453 |
Operating expenses: | ||
Research and development | 54 | 27 |
Selling and marketing | 544 | 283 |
General and administrative | 663 | 450 |
Total operating expenses | 1,261 | 760 |
Loss from operations | (539) | (307) |
Other expense (income): | ||
Unrealized gain | (20) | |
Interest expense | 38 | 83 |
Total other expense (income) | 38 | 63 |
Net loss | $ (577) | $ (370) |
Weighted average shares outstanding: basic | 10,254,686 | 5,568,660 |
Weighted average shares outstanding: diluted | 10,254,686 | 5,568,660 |
Net loss per common share basic | $ (0.06) | $ (0.07) |
Net loss per common share diluted | $ (0.06) | $ (0.07) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common StockShare Exchange. | Common StockAdjusted Balance | Common Stock | Additional Paid-in CapitalShare Exchange. | Additional Paid-in CapitalAdjusted Balance | Additional Paid-in Capital | Accumulated DeficitShare Exchange. | Accumulated DeficitAdjusted Balance | Accumulated Deficit | Share Exchange. | Adjusted Balance | Total |
Balance at the beginning at Jun. 30, 2020 | $ 126 | $ 227 | $ 101 | $ (1,095) | $ (1,095) | $ (969) | $ (868) | $ 101 | ||||
Balance at the beginning (in shares) at Jun. 30, 2020 | 2,350,000 | 5,000,000 | 2,650,000 | |||||||||
Shares issued in private placement | 784 | 784 | ||||||||||
Shares issued in private placement (in shares) | 666,667 | |||||||||||
Net loss | $ (370) | (370) | ||||||||||
Balance at the end at Sep. 30, 2020 | 1,011 | (1,465) | (454) | |||||||||
Balance at the end (in shares) at Sep. 30, 2020 | 5,666,667 | |||||||||||
Balance at the beginning at Jun. 30, 2021 | 1,011 | (1,740) | (729) | |||||||||
Balance at the beginning (in shares) at Jun. 30, 2021 | 5,666,667 | |||||||||||
Shares of common stock issued for cash, net of issuance costs | 11,244 | 11,244 | ||||||||||
Shares of common stock issued for cash, net of issuance costs (in shares) | 4,830,000 | |||||||||||
Cashless exercise of warrants (in shares) | 139,611 | |||||||||||
Grant of option for services | 56 | 56 | ||||||||||
Net loss | (577) | (577) | ||||||||||
Balance at the end at Sep. 30, 2021 | $ 12,311 | $ (2,317) | $ 9,994 | |||||||||
Balance at the end (in shares) at Sep. 30, 2021 | 10,636,278 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (577,000) | $ (370,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Provision for doubtful accounts | (90,000) | 40,000 |
Depreciation expense | 13,000 | 34,000 |
Amortization expense | 24,000 | 24,000 |
Deferred rent | 2,000 | |
Unrealized gain on investments | (20,000) | |
Stock option compensation expense | 56,000 | |
Changes in operating assets and liabilities | ||
Accounts receivable | (354,000) | 171,000 |
Inventories | (377,000) | (25,000) |
Prepaid expenses and other | (547,000) | (147,000) |
Accounts payable | (70,000) | (168,000) |
Accrued expenses | (217,000) | (132,000) |
Unearned warranty revenue | (9,000) | |
Customer deposits | 1,370,000 | (249,000) |
Net cash used in operating activities | (769,000) | (849,000) |
Cash flows from financing activities | ||
Net proceeds from initial public offering | 12,360,000 | |
Borrowings on notes payable | 14,000 | |
Payments on notes payable | (1,241,000) | |
Payments on line of credit | (590,000) | (60,000) |
Proceeds from private placement | 784,000 | |
Net cash provided by financing activities | 10,529,000 | 738,000 |
Net increase (decrease) in cash and cash equivalents | 9,760,000 | (111,000) |
Cash and cash equivalents, beginning of the period | 1,270,000 | 1,059,000 |
Cash and cash equivalents, end of the period | 11,030,000 | 948,000 |
Non-cash investing and financing activities: | ||
Deferred IPO costs | 121,000 | |
Reclassification of IPO related costs from other assets to equity | 1,116,000 | |
Cash paid during the period: | ||
Interest | $ 38,000 | $ 83,000 |
BUSINESS ACTIVITY AND SUMMARY O
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Sep. 30, 2021 | |
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization: Moving iMage Acquisition Co., 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., 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. As a result, the historical financial statements of MiT LLC and MiT Inc. for the three months ended September 30, 2020 have been retroactively revised to reflect the consolidation of MiT, Inc. and MiT LLC in a manner similar to pooling of interest. All inter-company transactions and balances between MiT Inc. and MiT, LLC have been eliminated. The condensed consolidated statements of stockholders’ equity (deficit) for the periods ended September 30, 2021 and 2020 have been retroactively revised to give effect of the change in reporting entity (as-if-pooling) accounting of MiT Inc. and MiT LLC. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of prior period Misstatements when Quantifying Misstatements in current period condensed consolidated financial statements;” and Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 250-10 “Accounting Changes and Error Corrections”, the Company evaluated and determined that its condensed consolidated balance sheets as of September 30, 2021 and June 30, 2021 and the Condensed Consolidated Financial Statements for the three months ended September 30, 2021 as previously filed in its Form 10-Q for the three months ended September 30, 2021, did not properly reflect the common control merger between MiT Inc. and MiT LLC and are materially misstated. The Company is amending and updating its Form 10Q for the period ended September 30, 2021 to properly reflect this transaction. NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Initial Public Offering: per share. None of the potentially dilutive securities were included in the computation of diluted earnings per share as their impact would be anti-dilutive. On July 12, 2021, in connection with the IPO, warrants to purchase 139,611 shares of the Company’s common stock were exercised on a cashless basis. COVID-19 Impact and Liquidity The repercussions of the COVID-19 global pandemic resulted in a significant impact to our customers, specifically those in the entertainment and cinema industries. Cinemas have been shuttered since March 2020 in an effort to stem the spread of COVID-19 and studios, for the most part, have rescheduled their film releases until cinemas can reopen. Specifically, the pandemic has had a material adverse effect on our business. A significant number of our customers have temporarily ceased operations and others have cancelled or pushed back the delivery of pending product orders and/or delayed the start of scheduled theater refurbishing and construction projects. In addition, we have experienced increased challenges in, or cost of, acquiring new customers and increased risk in collectability of accounts receivable. As a result of the aforementioned factors, our financial and operating results for the quarters ended September 30, 2021 and 2020, have been adversely affected. Additionally, our projected financial and operating results for the remainder of fiscal 2022 are expected to be materially adversely affected. The ultimate impact of the COVID-19 pandemic on our business and results of operations in fiscal 2022 and beyond is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the COVID-19 pandemic and any additional preventative and protective actions that governments, or we, or our customers, may direct, which may result in an extended period of continued business disruption and reduced operations. We expect that our results of operations, including revenues, in future periods will continue to be adversely impacted by the COVID-19 pandemic and its negative effects on global economic conditions, which include the possibility of a global recession. During the second half of the 2021 calendar year, several of the larger theater chains have reopened in many parts of the United States. The ability of these chains to reopen was predicated in large part on decisions by state and local officials to allow, limit or prohibit the reopening of establishments such as cinemas in response to regionally specific COVID-19 outbreaks. Such re-openings have been done on a gradual basis with limited occupancy and specific procedures, products, and technologies required to be implemented to protect the safety and health of returning patrons and employees. In response to uncertainties associated with the COVID-19 pandemic, we have taken, and are continuing to take, significant steps to preserve cash and remain in a strong competitive position when the current crisis subsides by eliminating non-essential costs, reducing employee hours and deferring all non-essential capital expenditures to minimum levels. Among other mitigating actions, we have implemented targeted furloughs, significantly reduced our service and distribution activities and temporarily reduced compensation of our executive officers and certain other employees. NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) We have also implemented remote work policies for many employees, and the resources available to such employees may not enable them to maintain the same level of productivity and efficiency, and these and other employees may face additional demands on their time, such as increased responsibilities resulting from school closures or illness of family members. Our increased reliance on remote access to our information systems also increases our exposures to potential cybersecurity breaches. As of the date these Condensed Consolidated Financial Statements were issued, with the actions taken above, existing cash, including the cash raised from our initial public offering (See Initial Public Offering), the Company will have sufficient liquidity to fund operations and essential capital expenditures for the 12 months from the date these condensed consolidated financial statements were available to be issued. Principles of Consolidation : The condensed consolidated financial statements include the accounts of MiT Inc., its wholly-owned subsidiary MiT LLC and MiT LLC’s wholly-owned subsidiary, Moving iMage Acquisition Co. All significant intercompany transactions and balances have been eliminated in consolidation. Basis of Presentation: Unaudited Interim Condensed Consolidated Financial Statements: Measurement of Fair Values : — Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. — Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). — Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. Deferred Offering Costs: As of June 30, 2021, $1,116,000 of deferred offering costs are capitalized in other assets. After completion of the IPO in July 2021, these costs have been recorded in the condensed consolidated statements of changes in stockholder’s equity (deficit) as a reduction of proceeds received as a result of the offering. NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Use of Estimates: Concentration of Cash: Accounts Receivable: Inventories: Revenue Recognition: 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 as per the agreement, in an amount that reflects the consideration that we expect to receive in exchange for those goods as per the agreement with the customer. We generate all our revenue from agreements with customers. In case there are agreements with multiple performance obligations, we identify each performance obligation and evaluate 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. We allocate the transaction price to each distinct performance obligation proportionately based on the estimated standalone selling price for each performance obligation and then evaluate how the services are transferred to the customer to determine the timing of revenue recognition. The Company considers the U.S. GAAP criteria for determining whether to report revenue gross as a principal versus net as an agent. Factors considered include whether the Company is the primary obligor, has risks and rewards of ownership, and bears the risk that a customer may not pay for the products provided or services performed. If there are circumstances where the above criteria are not met, revenues recognized are presented net of cost of goods sold. Contract assets consist of conditional or unconditional rights to consideration. Accounts receivable represent amounts billed to customers where the Company has an enforceable right to payment for performance completed to date (i.e., unconditional rights to consideration). Accounts receivable balance as of July 1, 2020 was $809,000. The Company does not have contract assets that represent conditional rights to consideration. NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Contract liabilities consist of refund and warranty liabilities, as well as deposits received in advance on sales to certain customers. Such deposits are reflected as customer deposits and recognized in revenue when control of the products is transferred or when performance conditions are satisfied per the agreement. The change in contract liabilities (customer deposits and unearned warranty revenue) during the three months ended September 30, 2021 included $573,000 for revenue recognized that was included in contract liability as of July Cost of goods sold includes cost of inventory sold during the period, net of vendor discounts and allowances, and shipping and handling costs, and sales taxes. Taxes collected from customers are included in accounts payable on a net basis (excluded from revenues) until remitted to the government. Deferred contract acquisition costs consist of sales commissions paid to the sales force and the related employer payroll taxes and are considered incremental and recoverable costs of obtaining a contract with a customer. The Company has determined that sales commissions paid are an immaterial component of obtaining a customer’s contract and has elected to expense sales commissions when earned. For the three For the three Months ended Months ended Disaggregation of Revenue (in 000’s): September 30, 2021 September 30, 2020 Equipment upon delivery (point in time) $ 3,433 $ 1,722 Installation (point in time) 41 35 Total revenues $ 3,474 $ 1,757 Revenue from the sale of equipment is recognized upon delivery of such equipment to customers and performance conditions are satisfied. Revenue from installation is recognized upon completion of installation project and performance obligation is complete. Software subscription revenue for remote monitoring services is recognized on a straight-line basis over the term of the contract, usually one year. Services revenues are generally recognized over time as the contracts are performed. There were no software revenues during the three months ended September 30, 2021 or 2020. Returns and Allowances: Shipping and Handling Costs: Advertising Costs: are expensed as incurred within selling and marketing expenses. NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Goodwill and Intangible Assets: The Company tested goodwill impairment in relation to the COVID-19 pandemic and no impairments were identified for the three months ended September 30, 2021 or 2020. Goodwill is at risk of future impairment in the event of significant unexpected changes in the Company’s forecasted future results and cash flows, or if there is a negative change in the long-term outlook for the business or in other factors such as the discount rate, or if there is a decline in the stock price. Intangible assets arising from business combinations, such as customer relationships, trade names, and/or intellectual property, are initially recorded at fair value. The Company amortizes these intangible assets over the determined useful life which generally ranges from 11 to 20 years. The Company 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 ended September 30, 2021 or 2020. Business Combinations: Income Taxes: The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Because the Company has had recurring losses from operations, at December 31, 2021 it has taken a full valuation allowance against all potential deferred tax assets. Prior to July 7, 2021, MiT LLC was a limited liability company treated as a partnership for federal and state income tax purposes with all income tax liabilities and/or benefits (losses) of the Company being passed through to the members. As such, there is no recognition of federal or state income taxes in the financial statements prior to July 7, 2021. Any uncertain tax position taken by the members is not an uncertain position of the Company. NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. The Company evaluated the realizability of deferred tax assets (“DTA”) at June 30, 2021 (most recent year end, presented as comparative in 10Q balance sheet), July 7, 2021(date of exchange agreement) and September 30, 2021(Q1 reporting period). Because the Company has had recurring losses from operations at June 30, 2021, and further losses for the period ended September 30, 2021, which will generate NOL’s, it has taken a full valuation allowance against all potential deferred tax assets. Goodwill recognized in connection with acquisitions represents the residual amount of the purchase price over separately identifiable intangible assets and pursuant to 26 U.S. Code Section 197 is deductible for tax purposes. The following table summarizes deferred tax assets and liabilities as of the date of the Exchange Agreement and quarterly through September 30, 2021: Deferred Existing valuation allowance Tax Assets Deferred Tax Liabilities Prior to business combination Net Position MiT Inc. $ — $ — $ — $ — MiT LLC 248 (13) (235) — Total July 1, 2021 $ 248 $ (13) $ (235) $ — Deferred tax assets $ 408 $ — $ — $ 408 Deferred tax liabilities — (11) — (11) Valuation allowance — — (397) (397) Total MiT Inc. September 30, 2021 $ 408 $ (11) $ (397) $ — The following table summarizes the components of deferred tax assets and deferred tax liabilities quarterly through September 30, 2021: Deferred Tax Assets (Liabilities) Inventory reserve $ 133 Accumulated depreciation (7) Accumulated goodwill amortization (6) Warranty reserve 8 Allowance for doubtful accounts 100 Deferred rent 7 Net 235 Valuation allowance (235) Total July 1, 2021 $ — Inventory reserve $ 133 Accumulated depreciation (2) Accumulated goodwill amortization (9) Deferred rent 7 Warranty reserve 9 Stock compensation 16 Net operating loss carryforward 169 Allowance for doubtful accounts 74 Net 397 Valuation allowance (397) Total September 30, 2021 $ — NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Product Warranty: The changes in the Company’s aggregate warranty liabilities were as follows for the following periods (in thousands): September 30, June 30, 2021 2021 Product warranty liability, beginning of period $ 29 $ 65 Accruals for warranties issued 7 29 Change in estimates — (37) Settlements made (3) (28) Product warranty liability, end of the period $ 33 $ 29 Research and Development: Recently Issued Accounting Pronouncements: Leases (Topic 842 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes Other pronouncements issued by the FASB with future effective dates are either not applicable or not significant to the financial statements of the Company. |
LOSS PER SHARE
LOSS PER SHARE | 3 Months Ended |
Sep. 30, 2021 | |
LOSS PER SHARE | |
LOSS PER SHARE | NOTE 2 — LOSS PER SHARE Basic loss per share data for each period presented is computed using the weighted average number of shares of common stock outstanding during each such period. Diluted loss per share data is computed using the weighted average number of common and potentially dilutive securities outstanding during each period. Potentially dilutive securities consist of shares that would be issued upon the exercise of stock options and warrants, computed using the treasury stock method. A reconciliation of basic and diluted loss per share is as follows: For the Three Months Ended For the Three Months Ended September 30, September 30, 2021 2020 Numerator: Net loss $ (577) $ (370) Denominator: Weighted average common shares outstanding, basic and diluted 10,254,686 5,568,660 Loss per share Basic and diluted $ (0.06) $ (0.07) The following securities were excluded from the calculation of diluted loss per share in each period because their inclusion would have been anti-dilutive: For the Three Months Ended For the Three Months Ended September 30, 2021 September 30, 2020 Options 150,000 — Warrants 241,500 236,667 Total potentially dilutive shares 391,500 236,667 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended |
Sep. 30, 2021 | |
PROPERTY, PLANT AND EQUIPMENT | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 3 — PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consist of the following (in thousands): September 30, June 30, 2021 2021 Production equipment $ 307 $ 307 Leasehold improvements 202 202 Furniture and fixtures 45 45 Computer equipment 44 44 Other equipment 114 114 712 712 Accumulated depreciation (704) (691) Net property plant and equipment $ 8 $ 21 Depreciation expense related to property, plant and equipment was $13,000 and $34,000 for the three NOTE 3 — PROPERTY, PLANT AND EQUIPMENT (continued) Depreciation of property, plant and equipment is calculated using the straight-line method over their estimated useful lives as follows: Useful Lives Leasehold improvements 5 years or remaining lease term Furniture and fixtures 5 years Production equipment 3 – 7 years Computer equipment 3 years Other equipment 3 – 7 years |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Sep. 30, 2021 | |
INTANGIBLE ASSETS | |
INTANGIBLE ASSETS | NOTE 4 — INTANGIBLE ASSETS The following table summarizes the Company’s intangible assets as of September 30, 2021 (in thousands): Amortization Gross Asset Accumulated Net Book Period Cost Amortization Value Customer relationships 11 years $ 970 $ 191 $ 779 Patents 20 years 70 8 62 Trademark 20 years 78 8 70 $ 1,118 $ 207 $ 911 The following table summarizes the Company’s intangible assets as of June 30, 2021 (in thousands): Amortization Gross Asset Accumulated Net Book Period Cost Amortization Value Customer relationships 11 years $ 970 $ 169 $ 801 Patents 20 years 70 7 63 Trademark 20 years 78 7 71 $ 1,118 $ 183 $ 935 Amortization expense was $24,000 and $24,000 for the three Estimated amortization expense related to intangible assets subject to amortization at September 30, 2021 in each of the five fiscal years subsequent to September 30, 2021, and thereafter is as follows (amounts in thousands): 2022 remaining $ 72 2023 96 2024 96 2025 96 2026 96 Thereafter 455 Total $ 911 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Sep. 30, 2021 | |
ACCRUED EXPENSES | |
ACCRUED EXPENSES | NOTE 5 — ACCRUED EXPENSES Accrued expenses consist of the following (in thousands): September 30, June 30, 2021 2021 Employee compensation $ 228 $ 485 Others 174 135 Total $ 402 $ 620 |
DEBT
DEBT | 3 Months Ended |
Sep. 30, 2021 | |
DEBT | |
DEBT | NOTE 6 — DEBT Line of Credit In October 2019, MiT LLC executed a line of credit agreement with an unaffiliated lender to provide a $1.0 million asset-based bridge loan to be used for working capital purposes. Funds borrowed bore interest at 13% per annum and were due and payable one year from the origination date of the loan. The loan was secured by all assets of MiT LLC and was personally guaranteed by Phil Rafnson, our CEO and Chairman of the Board. Sound Management Investors, LLC, an entity controlled by Mr. Rafnson, pledged all membership units of MiT LLC held by it as further security for the repayment of such loan. In connection with this borrowing, the lender was issued warrants to acquire shares of the Company's common stock upon completion of its IPO. On the effective date of the IPO, the lender exercised these warrants to acquire 94,723 shares of the common stock on a cashless basis. Approximately $400,000 of the proceeds from the loan were used to pay amounts owed to Caddy in connection with the Caddy acquisition. No further borrowings are available under this agreement from March 31, 2020. As of June 30, 2021, the outstanding balance of this line of credit was $590,000. In July 2021, the outstanding balance, and all accrued interest, was repaid in full. Long-term debt at September 30, 2021 was as follows (in thousands): September 30, 2021 Balance Current Long Term PPP loan $ 698 $ 110 $ 588 Total $ 698 $ 110 $ 588 Long-term debt at June 30, 2021 was as follows (in thousands): June 30, 2021 Balance Current Long Term Caddy promissory note $ 1,059 $ 142 $ 917 PPP loan 698 73 625 Caddy indemnity promissory note 182 22 160 Total $ 1,939 $ 237 $ 1,702 The Caddy Promissory note is payable in monthly installments through August 2024 at an interest rate of Prime plus 2.75%. The Caddy Indemnity note is payable in monthly installments due July 2024 at an interest rate of Prime plus 2.75%. On January 1, 2020, the interest rate margin increased to 3.75% on both notes. All of the notes are collateralized by Caddy assets. In addition, the notes are guaranteed by Phil Rafnson, the Company’s majority shareholder. In August 2021, all Caddy related notes and balances were paid in full. NOTE 6 — DEBT (continued) Paycheck Protection Program On May 6, 2020, the Company received loan proceeds in the amount of approximately $694,000 under the Paycheck Protection Program (“PPP”). On March 13, 2021, the Company received a second PPP loan receiving proceeds in the amount of approximately $698,000. The PPP, established as part of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. In May 2021, the Company received notification from the Small Business Administration that the first loan in the amount of $694,000, including accrued interest, has been fully forgiven. As of June 30, 2021, the outstanding balance of the second PPP loan was $698,000, of which $110,000 is included in notes payable current in the condensed consolidated balance sheets. Any unforgiven portion of a PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months. The Company used the proceeds for purposes consistent with the PPP. In April 2022, the Company received notice that on March 23, 2022, its second PPP loan, plus accrued interest, in the amount of |
STOCKHOLDERS' EQUITY AND STOCK
STOCKHOLDERS' EQUITY AND STOCK BASED COMPENSATION | 3 Months Ended |
Sep. 30, 2021 | |
STOCKHOLDERS' EQUITY AND STOCK BASED COMPENSATION | |
STOCKHOLDERS' EQUITY AND STOCK BASED COMPENSATION | NOTE 7 — STOCKHOLDERS’ EQUITY AND STOCK BASED COMPENSATION In 2019, the Company adopted the 2019 Omnibus Incentive Plan (the “Plan”). The Plan, as amended, provides for the issuance of stock-based awards to employees. As of September 30, 2021, the Plan provides for the issuance of up to 750,000 stock-based awards. There are 600,000 stock-based awards available to grant under the Plan at September 30, 2021. In July 2020, the Company, through a Private Placement, issued 666,667 shares of stock for total gross proceeds of $887,000. Net proceeds of $784,000 were received after deducting offering costs of $103,000. In conjunction with the private placement, warrants for 50,000 shares were issued to Boustead Securities, LLC. In July 2021, MiT Inc. entered into an Exchange Agreement with MiT LLC pursuant to which MiT Inc. agreed to exchange membership units for 2,350,000 shares of Common Stock representing 41.4 % of the equity as of such date on a fully diluted basis for no consideration. The shares were exchanged as part of the Exchange Agreement with the Company as described in Note 1. In July 2021, the Company granted options to non-employee directors to purchase an aggregate of 150,000 shares of its common stock at an exercise price of $3.00 per shares. 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. These options, which were the only options granted during the three months ended September 30, 2021, had a grant-date fair value of $1.63 per share. The Company recognized compensation expense for stock option awards of $56,000 during the three months ended September 30, 2021 in its condensed consolidated statements of operations. None of the these potentially dilutive securities were included in the computation of diluted earnings per share as their impact would be anti-dilutive. At September 30, 2021, there was $188,000 of total unrecognized compensation cost related to nonvested stock option awards that is expected to be recognized over a weighted average period of nine months. During the three months ended September 30, 2021, warrant holders exercised 139,611 warrants on a cashless basis. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Sep. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 8 — RELATED PARTY TRANSACTIONS In July 2021, the Company provided a discretionary $50,000 payment to the Company’s CEO and Chairman of the Board of Directors for personal guarantees provided in conjunction with financing Company debt. See Note 6. |
CUSTOMER AND VENDOR CONCENTRATI
CUSTOMER AND VENDOR CONCENTRATIONS | 3 Months Ended |
Sep. 30, 2021 | |
CUSTOMER AND VENDOR CONCENTRATIONS | |
CUSTOMER AND VENDOR CONCENTRATIONS | NOTE 9 — CUSTOMER AND VENDOR CONCENTRATIONS Customers : Two customers accounted for 49% and 10% of the Company’s sales for the three months ended September 30, 2020. There were no outstanding balances related to these customers at June 30, 2021. Vendors: Approximately 25% and 12% of the Company’s purchases were provided by two vendors for the three months ended September 30, 2020. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Sep. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 — COMMITMENTS AND CONTINGENCIES Operating Leases: Future minimum lease payments at September 30, 2021 under these arrangements are as follows: (in thousands) Total Operating leases Payments 2022 $ 214 2023 293 2024 302 2025 174 Total future minimum lease payments $ 983 Legal Matters: |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 3 Months Ended |
Sep. 30, 2021 | |
RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS | |
RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS | NOTE 11 — RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On February 28, 2022, the Company filed a Form 8-K/A disclosing that on February 17, 2022, the Company’s independent registered public accounting firm informed the Company of a material misstatement in the comparative interim financial statements for the quarter ended September 30, 2021 and 2020 (the “ Restatement 10-Q NOTE 11 — RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) Restatement The following is a discussion of the restatement adjustments that were made to the Company’s previously issued September 30, 2021 financial statements. In June 2020, members of MiT LLC created MiT Inc. to facilitate the Company’s initial public offering (“ IPO Exchange Agreement The Company is required to account for the above-described transaction as a merger of entities under common ownership (also known as a “pooling of interests”) in accordance with Generally Accepted Accounting Principles. The Company previously filed its Original Form 10-Q incorrectly reflecting the accounting for the transaction prospectively as a reverse merger, where MiT LLC was designated as the accounting acquiror. The Company is amending and restating its condensed consolidated financial statements as of September 30, 2021 and June 30, 2021 and for the three months ended September 30, 2021 and 2020 to reflect the proper accounting for the merger of entities under common ownership. The effects of the Restatement as shown as adjustments in the below table, is to retroactively consolidate MiT Inc. and MiT LLC as if the merger of entities under common ownership occurred on July 1, 2020. Impact on Condensed Consolidated Statement of Operations The effect of the Restatement described above on the accompanying condensed consolidated statements of operations for the three months ended September 30, 2021 and 2020 is as follows: Three Months Ended September 30, 2021: As Previously Reported Adjustments As Restated Net sales $ 3,474 — $ 3,474 Cost of goods sold 2,752 — 2,752 Gross profit 722 — 722 Operating expenses: Research and development 54 — 54 Selling and marketing 544 — 544 General and administrative 663 — 663 Total operating expenses 1,261 — 1,261 Operating loss (539) (539) Other expenses: Interest expense 37 1 38 Total other expense 37 1 38 Net loss $ (576) $ (1) $ (577) Weighted average shares outstanding: basic and diluted 9,809,264 — 10,254,686 Net loss per common share basic and diluted $ (0.06) $ — $ (0.06) NOTE 11 — RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) Three Months Ended September 30, 2020: As Previously Reported Adjustments As Restated Net sales $ 1,757 — $ 1,757 Cost of goods sold 1,304 — 1,304 Gross profit 453 — 453 Operating expenses: Research and development 27 — 27 Selling and marketing 283 — 283 General and administrative 450 — 450 Total operating expenses 760 — 760 Operating loss (307) (307) Other (income) expenses: Unrealized gain — (20) (20) Interest expense 82 1 83 Total other (income) expense 82 (19) 63 Net loss $ (389) $ 19 $ (370) Weighted average shares outstanding: basic and diluted 5,666,667 — 5,568,660 Net loss per common share basic and diluted $ (0.07) — $ (0.07) NOTE 11 — RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) The effect of the Restatement described above on the accompanying condensed consolidated balance sheets as of September 30, 2021 and June 30, 2021 is as follows: September 30, 2021 As Previously Reported Adjustments As Restated Assets Current Assets: Cash and cash equivalents $ 11,029 $ 1 $ 11,030 Accounts receivable, net 898 — 898 Inventories, net 1,911 — 1,911 Prepaid expenses and other 642 — 642 Total Current Assets 14,480 1 14,481 Long-Term Assets: Property, plant and equipment, net 8 — 8 Intangibles, net 911 — 911 Goodwill 287 — 287 Other assets 16 — 16 Total Long-Term Assets 1,222 — 1,222 Total Assets $ 15,702 $ 1 $ 15,703 Liabilities And Stockholders’ Equity (Deficit) Current Liabilities: Accounts payable $ 1,841 $ — $ 1,841 Accrued expenses 402 — 402 Customer deposits 2,709 — 2,709 Line of credit — — — Notes payable – current 110 — 110 Unearned warranty revenue 34 — 34 Total Current Liabilities 5,096 — 5,096 Long-Term Liabilities: Notes payable, net of current portion 588 — 588 Deferred rent 25 — 25 Total Long-Term Liabilities 613 — 613 Total Liabilities 5,709 — 5,709 Stockholders’ Equity (Deficit) Common stock, $0.00001 par value, 100,000,000 shares authorized, 10,636,278 shares issued and outstanding at September 30, 2021 — — — Additional paid-in capital 10,172 2,139 12,311 Accumulated deficit (179) (2,138) (2,317) Total Stockholders’ Equity (Deficit) 9,993 1 9,994 Total Liabilities and Stockholders’ Equity (Deficit) $ 15,702 $ 1 $ 15,703 NOTE 11 — RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) June 30, 2021 As Previously Reported Adjustments As Restated Assets Current Assets: Cash and cash equivalents $ 1,269 $ 1 $ 1,270 Accounts receivable, net 454 — 454 Inventories, net 1,534 — 1,534 Prepaid expenses and other 86 9 95 Total Current Assets 3,343 10 3,353 Long-Term Assets: Property, plant and equipment, net 21 — 21 Intangibles, net 935 — 935 Goodwill 287 — 287 Other assets 1,133 — 1,133 Total Long-Term Assets 2,376 — 2,376 Total Assets $ 5,719 10 $ 5,729 Liabilities And Stockholders’ Equity (Deficit) Current Liabilities: Accounts payable $ 1,911 — $ 1,911 Accrued expenses 620 — 620 Customer deposits 1,339 — 1,339 Line of credit 590 — 590 Notes payable – related party 1,272 (1,272) — Notes payable – current 237 — 237 Unearned warranty revenue 34 — 34 Total Current Liabilities 6,003 (1,272) 4,731 Long-Term Liabilities: Notes payable, net of current portion 1,702 — 1,702 Deferred rent 25 — 25 Total Long-Term Liabilities 1,727 — 1,727 Total Liabilities 7,730 (1,272) 6,458 Stockholders’ Equity (Deficit) Common stock, $0.00001 par value, 100,000,000 shares authorized, 5,666,667 shares issued and outstanding at June 30, 2021 — — — Additional paid-in capital — 1,011 1,011 Members deficit (2,011) 2,011 — Accumulated deficit — (1,740) (1,740) Total Stockholders’ Equity (Deficit) (2,011) 1,282 (729) Total Liabilities and Stockholders’ Equity (Deficit) $ 5,719 10 $ 5,729 NOTE 11 — RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) The effect of the Restatement described above on the accompanying condensed consolidated statements of cash flows is as follows: Three months ended Three months ended September 30, September 30, 2021 2021 As Previously Reported Adjustments As Restated Cash flows from operating activities: Net loss $ (576) $ (1) $ (577) Adjustments to reconcile net loss to net cash used in operating activities: — Provision for doubtful accounts (90) — (90) Depreciation expense 13 — 13 Amortization expense 24 — 24 Stock option compensation expense 56 — 56 Changes in operating assets and liabilities Accounts receivable (354) — (354) Inventories (377) — (377) Prepaid expenses and other (554) 7 (547) Accounts payable (70) — (70) Accrued expenses (219) 2 (217) Customer deposits 1,370 — 1,370 Net cash used in operating activities (777) 8 (769) Cash flows from financing activities Cash acquired through Exchange Agreement 8 (8) — Net proceeds from initial public offering 12,360 — 12,360 Net payments on notes payable (1,241) — (1,241) Payments on line of credit (590) — (590) Net cash provided by financing activities 10,537 (8) 10,529 Net increase in cash and cash equivalents 9,760 9,760 Cash and cash equivalents, beginning of the period 1,269 1 1,270 Cash and cash equivalents, end of the period $ 11,029 $ 1 $ 11,030 NOTE 11 — RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) Three months ended Three months ended September 30, September 30, 2020 2020 As Previously Reported Adjustments As Restated Cash flows from operating activities: Net loss $ (389) $ 19 $ (370) Adjustments to reconcile net loss to net cash used in operating activities: Provision for doubtful accounts 40 — 40 Depreciation expense 34 — 34 Amortization expense 24 — 24 Deferred rent 2 — 2 Unrealized gain on investments — (20) (20) Changes in operating assets and liabilities Accounts receivable 171 — 171 Inventories (25) — (25) Prepaid expenses and other (148) 1 (147) Accounts payable (167) (1) (168) Accrued expenses (133) 1 (132) Unearned warranty revenue (9) — (9) Customer deposits (249) — (249) Net cash used in operating activities (849) (849) Cash flows from financing activities Net borrowings on notes payable 14 — 14 Payments on line of credit (60) — (60) Proceeds from private placement 784 — 784 Net cash provided by financing activities 738 — 738 Net decrease in cash and cash equivalents (111) (111) Cash and cash equivalents, beginning of the period 1,058 1 1,059 Cash and cash equivalents, end of the period $ 947 $ 1 $ 948 NOTE 11 — RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) The effects of the restatement described above on the accompanying condensed consolidated financial statements of stockholders’ equity is as follows: (in thousands except share amounts) Common Stock Additional Paid-In Accumulated LLC Members Shares Amount Capital Deficit Equity (Deficit) Total Balance as of July 1, 2020, as previously reported — $ — $ — $ — $ (969) $ (969) Adjustment — — — 969 969 Outstanding shares of MiT, Inc., as of July 1, 2020 (see note 1) 2,650,000 — 101 — — 101 Share exchange (see note 1) 2,350,000 — 126 (1,095) — (969) Balance as of July 1, 2020, as restated 5,000,000 227 (1,095) (868) Shares issued in Private placement 666,667 784 784 Net loss, as previously reported — — — (389) — (389) Adjustment to net loss for restatement — — — 19 — 19 Balance as of September 30, 2020, as restated 5,666,667 $ — $ 1,011 $ (1,465) $ — $ (454) Balance as of July 1, 2021, as previously reported — $ — $ — $ — $ (2,011) $ (2,011) Adjustment 5,666,667 — 1,011 (1,740) 2,011 1,282 Balance as of July 1, 2021, as restated 5,666,667 — 1,011 (1,740) — (729) Reverse recapitalization, as previously reported 3,316,667 — — — 1,280 1,280 Adjustment (3,316,667) — — — 1,280 (1,280) Common shares issued for LLC Members’ interest, as previously reported 2,350,000 — (1,128) 397 731 — Adjustment (2,350,000) — 1,128 (397) (731) — Shares of common stock issued for cash, net of costs 4,830,000 — 11,244 — — 11,244 Cashless exercise of warrants 139,611 — — — — — Stock option compensation expense — — 56 — — 56 Net loss, as previously reported — — — (576) — (576) Adjustment to net loss for restatement — — — (1) — (1) Balance as of September 30, 2021, as restated 10,636,278 $ — $ 12,311 $ (2,317) $ — $ 9,994 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Sep. 30, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 12 — SUBSEQUENT EVENTS The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q/A, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the condensed consolidated financial statements except for the transaction described below. On February 23, 2022, the Company received a notice from NYSE Regulation stating that the Company was not in compliance with the NYSE American LLC’s continued listing standards under the timely filing criteria included in Section 1007 of the NYSE American Company Guide because the Company failed to timely file with the Securities and Exchange Commission its Quarterly Report on Form 10-Q for the period ended December 31, 2021. In April 2022, the Company received notice that on March 23, 2022, its second PPP loan in the amount of $698,000 plus accrued interest has been fully forgiven and is paid in full. |
BUSINESS ACTIVITY AND SUMMARY_2
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Sep. 30, 2021 | |
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Organization | Organization: Moving iMage Acquisition Co., designs, develops and manufactures innovative products for the entertainment, cinema, grocery, worship, restaurant, sports and restroom industries. |
Share Exchange | Share Exchange: In June 2020, MiT LLC members created Moving iMage Technologies, Inc. (“MIT Inc.”) to facilitate the Company’s initial public offering (“IPO”). Upon formation of MiT, Inc., 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. As a result, the historical financial statements of MiT LLC and MiT Inc. for the three months ended September 30, 2020 have been retroactively revised to reflect the consolidation of MiT, Inc. and MiT LLC in a manner similar to pooling of interest. All inter-company transactions and balances between MiT Inc. and MiT, LLC have been eliminated. The condensed consolidated statements of stockholders’ equity (deficit) for the periods ended September 30, 2021 and 2020 have been retroactively revised to give effect of the change in reporting entity (as-if-pooling) accounting of MiT Inc. and MiT LLC. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of prior period Misstatements when Quantifying Misstatements in current period condensed consolidated financial statements;” and Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 250-10 “Accounting Changes and Error Corrections”, the Company evaluated and determined that its condensed consolidated balance sheets as of September 30, 2021 and June 30, 2021 and the Condensed Consolidated Financial Statements for the three months ended September 30, 2021 as previously filed in its Form 10-Q for the three months ended September 30, 2021, did not properly reflect the common control merger between MiT Inc. and MiT LLC and are materially misstated. The Company is amending and updating its Form 10Q for the period ended September 30, 2021 to properly reflect this transaction. |
Initial Public Offering | Initial Public Offering: per share. None of the potentially dilutive securities were included in the computation of diluted earnings per share as their impact would be anti-dilutive. On July 12, 2021, in connection with the IPO, warrants to purchase 139,611 shares of the Company’s common stock were exercised on a cashless basis. |
COVID19 Impact and Liquidity | COVID-19 Impact and Liquidity The repercussions of the COVID-19 global pandemic resulted in a significant impact to our customers, specifically those in the entertainment and cinema industries. Cinemas have been shuttered since March 2020 in an effort to stem the spread of COVID-19 and studios, for the most part, have rescheduled their film releases until cinemas can reopen. Specifically, the pandemic has had a material adverse effect on our business. A significant number of our customers have temporarily ceased operations and others have cancelled or pushed back the delivery of pending product orders and/or delayed the start of scheduled theater refurbishing and construction projects. In addition, we have experienced increased challenges in, or cost of, acquiring new customers and increased risk in collectability of accounts receivable. As a result of the aforementioned factors, our financial and operating results for the quarters ended September 30, 2021 and 2020, have been adversely affected. Additionally, our projected financial and operating results for the remainder of fiscal 2022 are expected to be materially adversely affected. The ultimate impact of the COVID-19 pandemic on our business and results of operations in fiscal 2022 and beyond is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the COVID-19 pandemic and any additional preventative and protective actions that governments, or we, or our customers, may direct, which may result in an extended period of continued business disruption and reduced operations. We expect that our results of operations, including revenues, in future periods will continue to be adversely impacted by the COVID-19 pandemic and its negative effects on global economic conditions, which include the possibility of a global recession. During the second half of the 2021 calendar year, several of the larger theater chains have reopened in many parts of the United States. The ability of these chains to reopen was predicated in large part on decisions by state and local officials to allow, limit or prohibit the reopening of establishments such as cinemas in response to regionally specific COVID-19 outbreaks. Such re-openings have been done on a gradual basis with limited occupancy and specific procedures, products, and technologies required to be implemented to protect the safety and health of returning patrons and employees. In response to uncertainties associated with the COVID-19 pandemic, we have taken, and are continuing to take, significant steps to preserve cash and remain in a strong competitive position when the current crisis subsides by eliminating non-essential costs, reducing employee hours and deferring all non-essential capital expenditures to minimum levels. Among other mitigating actions, we have implemented targeted furloughs, significantly reduced our service and distribution activities and temporarily reduced compensation of our executive officers and certain other employees. NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) We have also implemented remote work policies for many employees, and the resources available to such employees may not enable them to maintain the same level of productivity and efficiency, and these and other employees may face additional demands on their time, such as increased responsibilities resulting from school closures or illness of family members. Our increased reliance on remote access to our information systems also increases our exposures to potential cybersecurity breaches. As of the date these Condensed Consolidated Financial Statements were issued, with the actions taken above, existing cash, including the cash raised from our initial public offering (See Initial Public Offering), the Company will have sufficient liquidity to fund operations and essential capital expenditures for the 12 months from the date these condensed consolidated financial statements were available to be issued. |
Principles of Consolidation | Principles of Consolidation : The condensed consolidated financial statements include the accounts of MiT Inc., its wholly-owned subsidiary MiT LLC and MiT LLC’s wholly-owned subsidiary, Moving iMage Acquisition Co. All significant intercompany transactions and balances have been eliminated in consolidation. |
Basis of Presentation | Basis of Presentation: |
Unaudited Interim Consolidated Financial Statements | Unaudited Interim Condensed Consolidated Financial Statements: |
Measurement of Fair Values | Measurement of Fair Values : — Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. — Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). — Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. |
Deferred Offering Costs | Deferred Offering Costs: As of June 30, 2021, $1,116,000 of deferred offering costs are capitalized in other assets. After completion of the IPO in July 2021, these costs have been recorded in the condensed consolidated statements of changes in stockholder’s equity (deficit) as a reduction of proceeds received as a result of the offering. |
Use of Estimates | Use of Estimates: |
Concentration of Cash | Concentration of Cash: |
Accounts Receivable | Accounts Receivable: |
Inventories | Inventories: |
Revenue Recognition | Revenue Recognition: 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 as per the agreement, in an amount that reflects the consideration that we expect to receive in exchange for those goods as per the agreement with the customer. We generate all our revenue from agreements with customers. In case there are agreements with multiple performance obligations, we identify each performance obligation and evaluate 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. We allocate the transaction price to each distinct performance obligation proportionately based on the estimated standalone selling price for each performance obligation and then evaluate how the services are transferred to the customer to determine the timing of revenue recognition. The Company considers the U.S. GAAP criteria for determining whether to report revenue gross as a principal versus net as an agent. Factors considered include whether the Company is the primary obligor, has risks and rewards of ownership, and bears the risk that a customer may not pay for the products provided or services performed. If there are circumstances where the above criteria are not met, revenues recognized are presented net of cost of goods sold. Contract assets consist of conditional or unconditional rights to consideration. Accounts receivable represent amounts billed to customers where the Company has an enforceable right to payment for performance completed to date (i.e., unconditional rights to consideration). Accounts receivable balance as of July 1, 2020 was $809,000. The Company does not have contract assets that represent conditional rights to consideration. NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Contract liabilities consist of refund and warranty liabilities, as well as deposits received in advance on sales to certain customers. Such deposits are reflected as customer deposits and recognized in revenue when control of the products is transferred or when performance conditions are satisfied per the agreement. The change in contract liabilities (customer deposits and unearned warranty revenue) during the three months ended September 30, 2021 included $573,000 for revenue recognized that was included in contract liability as of July Cost of goods sold includes cost of inventory sold during the period, net of vendor discounts and allowances, and shipping and handling costs, and sales taxes. Taxes collected from customers are included in accounts payable on a net basis (excluded from revenues) until remitted to the government. Deferred contract acquisition costs consist of sales commissions paid to the sales force and the related employer payroll taxes and are considered incremental and recoverable costs of obtaining a contract with a customer. The Company has determined that sales commissions paid are an immaterial component of obtaining a customer’s contract and has elected to expense sales commissions when earned. For the three For the three Months ended Months ended Disaggregation of Revenue (in 000’s): September 30, 2021 September 30, 2020 Equipment upon delivery (point in time) $ 3,433 $ 1,722 Installation (point in time) 41 35 Total revenues $ 3,474 $ 1,757 Revenue from the sale of equipment is recognized upon delivery of such equipment to customers and performance conditions are satisfied. Revenue from installation is recognized upon completion of installation project and performance obligation is complete. Software subscription revenue for remote monitoring services is recognized on a straight-line basis over the term of the contract, usually one year. Services revenues are generally recognized over time as the contracts are performed. There were no software revenues during the three months ended September 30, 2021 or 2020. |
Returns and Allowances | Returns and Allowances: |
Shipping and Handling Costs | Shipping and Handling Costs: |
Advertising Costs | Advertising Costs: are expensed as incurred within selling and marketing expenses. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets: The Company tested goodwill impairment in relation to the COVID-19 pandemic and no impairments were identified for the three months ended September 30, 2021 or 2020. Goodwill is at risk of future impairment in the event of significant unexpected changes in the Company’s forecasted future results and cash flows, or if there is a negative change in the long-term outlook for the business or in other factors such as the discount rate, or if there is a decline in the stock price. Intangible assets arising from business combinations, such as customer relationships, trade names, and/or intellectual property, are initially recorded at fair value. The Company amortizes these intangible assets over the determined useful life which generally ranges from 11 to 20 years. The Company 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 ended September 30, 2021 or 2020. |
Business Combinations | Business Combinations: |
Income Taxes | Income Taxes: The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Because the Company has had recurring losses from operations, at December 31, 2021 it has taken a full valuation allowance against all potential deferred tax assets. Prior to July 7, 2021, MiT LLC was a limited liability company treated as a partnership for federal and state income tax purposes with all income tax liabilities and/or benefits (losses) of the Company being passed through to the members. As such, there is no recognition of federal or state income taxes in the financial statements prior to July 7, 2021. Any uncertain tax position taken by the members is not an uncertain position of the Company. NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. The Company evaluated the realizability of deferred tax assets (“DTA”) at June 30, 2021 (most recent year end, presented as comparative in 10Q balance sheet), July 7, 2021(date of exchange agreement) and September 30, 2021(Q1 reporting period). Because the Company has had recurring losses from operations at June 30, 2021, and further losses for the period ended September 30, 2021, which will generate NOL’s, it has taken a full valuation allowance against all potential deferred tax assets. Goodwill recognized in connection with acquisitions represents the residual amount of the purchase price over separately identifiable intangible assets and pursuant to 26 U.S. Code Section 197 is deductible for tax purposes. The following table summarizes deferred tax assets and liabilities as of the date of the Exchange Agreement and quarterly through September 30, 2021: Deferred Existing valuation allowance Tax Assets Deferred Tax Liabilities Prior to business combination Net Position MiT Inc. $ — $ — $ — $ — MiT LLC 248 (13) (235) — Total July 1, 2021 $ 248 $ (13) $ (235) $ — Deferred tax assets $ 408 $ — $ — $ 408 Deferred tax liabilities — (11) — (11) Valuation allowance — — (397) (397) Total MiT Inc. September 30, 2021 $ 408 $ (11) $ (397) $ — The following table summarizes the components of deferred tax assets and deferred tax liabilities quarterly through September 30, 2021: Deferred Tax Assets (Liabilities) Inventory reserve $ 133 Accumulated depreciation (7) Accumulated goodwill amortization (6) Warranty reserve 8 Allowance for doubtful accounts 100 Deferred rent 7 Net 235 Valuation allowance (235) Total July 1, 2021 $ — Inventory reserve $ 133 Accumulated depreciation (2) Accumulated goodwill amortization (9) Deferred rent 7 Warranty reserve 9 Stock compensation 16 Net operating loss carryforward 169 Allowance for doubtful accounts 74 Net 397 Valuation allowance (397) Total September 30, 2021 $ — |
Product Warranty | Product Warranty: The changes in the Company’s aggregate warranty liabilities were as follows for the following periods (in thousands): September 30, June 30, 2021 2021 Product warranty liability, beginning of period $ 29 $ 65 Accruals for warranties issued 7 29 Change in estimates — (37) Settlements made (3) (28) Product warranty liability, end of the period $ 33 $ 29 |
Research and Development | Research and Development: |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements: Leases (Topic 842 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes Other pronouncements issued by the FASB with future effective dates are either not applicable or not significant to the financial statements of the Company. |
BUSINESS ACTIVITY AND SUMMARY_3
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of disaggregation of Revenue | For the three For the three Months ended Months ended Disaggregation of Revenue (in 000’s): September 30, 2021 September 30, 2020 Equipment upon delivery (point in time) $ 3,433 $ 1,722 Installation (point in time) 41 35 Total revenues $ 3,474 $ 1,757 |
Summary of valuation allowance | Deferred Existing valuation allowance Tax Assets Deferred Tax Liabilities Prior to business combination Net Position MiT Inc. $ — $ — $ — $ — MiT LLC 248 (13) (235) — Total July 1, 2021 $ 248 $ (13) $ (235) $ — Deferred tax assets $ 408 $ — $ — $ 408 Deferred tax liabilities — (11) — (11) Valuation allowance — — (397) (397) Total MiT Inc. September 30, 2021 $ 408 $ (11) $ (397) $ — |
Schedule of deferred tax assets and deferred tax liabilities | Deferred Tax Assets (Liabilities) Inventory reserve $ 133 Accumulated depreciation (7) Accumulated goodwill amortization (6) Warranty reserve 8 Allowance for doubtful accounts 100 Deferred rent 7 Net 235 Valuation allowance (235) Total July 1, 2021 $ — Inventory reserve $ 133 Accumulated depreciation (2) Accumulated goodwill amortization (9) Deferred rent 7 Warranty reserve 9 Stock compensation 16 Net operating loss carryforward 169 Allowance for doubtful accounts 74 Net 397 Valuation allowance (397) Total September 30, 2021 $ — |
Summary of warranty liabilities | The changes in the Company’s aggregate warranty liabilities were as follows for the following periods (in thousands): September 30, June 30, 2021 2021 Product warranty liability, beginning of period $ 29 $ 65 Accruals for warranties issued 7 29 Change in estimates — (37) Settlements made (3) (28) Product warranty liability, end of the period $ 33 $ 29 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
LOSS PER SHARE | |
Schedule of basic and diluted earnings (loss) per share | For the Three Months Ended For the Three Months Ended September 30, September 30, 2021 2020 Numerator: Net loss $ (577) $ (370) Denominator: Weighted average common shares outstanding, basic and diluted 10,254,686 5,568,660 Loss per share Basic and diluted $ (0.06) $ (0.07) |
Schedule of antidilutive securities excluded | For the Three Months Ended For the Three Months Ended September 30, 2021 September 30, 2020 Options 150,000 — Warrants 241,500 236,667 Total potentially dilutive shares 391,500 236,667 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
PROPERTY, PLANT AND EQUIPMENT | |
Schedule of property, plant and equipment | Property, plant and equipment consist of the following (in thousands): September 30, June 30, 2021 2021 Production equipment $ 307 $ 307 Leasehold improvements 202 202 Furniture and fixtures 45 45 Computer equipment 44 44 Other equipment 114 114 712 712 Accumulated depreciation (704) (691) Net property plant and equipment $ 8 $ 21 |
Schedule of estimated useful lives of the assets | Useful Lives Leasehold improvements 5 years or remaining lease term Furniture and fixtures 5 years Production equipment 3 – 7 years Computer equipment 3 years Other equipment 3 – 7 years |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
INTANGIBLE ASSETS | |
Summary of intangible assets | The following table summarizes the Company’s intangible assets as of September 30, 2021 (in thousands): Amortization Gross Asset Accumulated Net Book Period Cost Amortization Value Customer relationships 11 years $ 970 $ 191 $ 779 Patents 20 years 70 8 62 Trademark 20 years 78 8 70 $ 1,118 $ 207 $ 911 The following table summarizes the Company’s intangible assets as of June 30, 2021 (in thousands): Amortization Gross Asset Accumulated Net Book Period Cost Amortization Value Customer relationships 11 years $ 970 $ 169 $ 801 Patents 20 years 70 7 63 Trademark 20 years 78 7 71 $ 1,118 $ 183 $ 935 |
Summary of estimated amortization expense related to intangible assets | Estimated amortization expense related to intangible assets subject to amortization at September 30, 2021 in each of the five fiscal years subsequent to September 30, 2021, and thereafter is as follows (amounts in thousands): 2022 remaining $ 72 2023 96 2024 96 2025 96 2026 96 Thereafter 455 Total $ 911 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
ACCRUED EXPENSES | |
Schedule of accrued expenses | Accrued expenses consist of the following (in thousands): September 30, June 30, 2021 2021 Employee compensation $ 228 $ 485 Others 174 135 Total $ 402 $ 620 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
DEBT | |
Summary of long-term debt | Long-term debt at September 30, 2021 was as follows (in thousands): September 30, 2021 Balance Current Long Term PPP loan $ 698 $ 110 $ 588 Total $ 698 $ 110 $ 588 Long-term debt at June 30, 2021 was as follows (in thousands): June 30, 2021 Balance Current Long Term Caddy promissory note $ 1,059 $ 142 $ 917 PPP loan 698 73 625 Caddy indemnity promissory note 182 22 160 Total $ 1,939 $ 237 $ 1,702 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
Summary of future minimum lease payments | (in thousands) Total Operating leases Payments 2022 $ 214 2023 293 2024 302 2025 174 Total future minimum lease payments $ 983 |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS | |
RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS | As Previously Reported Adjustments As Restated Net sales $ 3,474 — $ 3,474 Cost of goods sold 2,752 — 2,752 Gross profit 722 — 722 Operating expenses: Research and development 54 — 54 Selling and marketing 544 — 544 General and administrative 663 — 663 Total operating expenses 1,261 — 1,261 Operating loss (539) (539) Other expenses: Interest expense 37 1 38 Total other expense 37 1 38 Net loss $ (576) $ (1) $ (577) Weighted average shares outstanding: basic and diluted 9,809,264 — 10,254,686 Net loss per common share basic and diluted $ (0.06) $ — $ (0.06) As Previously Reported Adjustments As Restated Net sales $ 1,757 — $ 1,757 Cost of goods sold 1,304 — 1,304 Gross profit 453 — 453 Operating expenses: Research and development 27 — 27 Selling and marketing 283 — 283 General and administrative 450 — 450 Total operating expenses 760 — 760 Operating loss (307) (307) Other (income) expenses: Unrealized gain — (20) (20) Interest expense 82 1 83 Total other (income) expense 82 (19) 63 Net loss $ (389) $ 19 $ (370) Weighted average shares outstanding: basic and diluted 5,666,667 — 5,568,660 Net loss per common share basic and diluted $ (0.07) — $ (0.07) September 30, 2021 As Previously Reported Adjustments As Restated Assets Current Assets: Cash and cash equivalents $ 11,029 $ 1 $ 11,030 Accounts receivable, net 898 — 898 Inventories, net 1,911 — 1,911 Prepaid expenses and other 642 — 642 Total Current Assets 14,480 1 14,481 Long-Term Assets: Property, plant and equipment, net 8 — 8 Intangibles, net 911 — 911 Goodwill 287 — 287 Other assets 16 — 16 Total Long-Term Assets 1,222 — 1,222 Total Assets $ 15,702 $ 1 $ 15,703 Liabilities And Stockholders’ Equity (Deficit) Current Liabilities: Accounts payable $ 1,841 $ — $ 1,841 Accrued expenses 402 — 402 Customer deposits 2,709 — 2,709 Line of credit — — — Notes payable – current 110 — 110 Unearned warranty revenue 34 — 34 Total Current Liabilities 5,096 — 5,096 Long-Term Liabilities: Notes payable, net of current portion 588 — 588 Deferred rent 25 — 25 Total Long-Term Liabilities 613 — 613 Total Liabilities 5,709 — 5,709 Stockholders’ Equity (Deficit) Common stock, $0.00001 par value, 100,000,000 shares authorized, 10,636,278 shares issued and outstanding at September 30, 2021 — — — Additional paid-in capital 10,172 2,139 12,311 Accumulated deficit (179) (2,138) (2,317) Total Stockholders’ Equity (Deficit) 9,993 1 9,994 Total Liabilities and Stockholders’ Equity (Deficit) $ 15,702 $ 1 $ 15,703 June 30, 2021 As Previously Reported Adjustments As Restated Assets Current Assets: Cash and cash equivalents $ 1,269 $ 1 $ 1,270 Accounts receivable, net 454 — 454 Inventories, net 1,534 — 1,534 Prepaid expenses and other 86 9 95 Total Current Assets 3,343 10 3,353 Long-Term Assets: Property, plant and equipment, net 21 — 21 Intangibles, net 935 — 935 Goodwill 287 — 287 Other assets 1,133 — 1,133 Total Long-Term Assets 2,376 — 2,376 Total Assets $ 5,719 10 $ 5,729 Liabilities And Stockholders’ Equity (Deficit) Current Liabilities: Accounts payable $ 1,911 — $ 1,911 Accrued expenses 620 — 620 Customer deposits 1,339 — 1,339 Line of credit 590 — 590 Notes payable – related party 1,272 (1,272) — Notes payable – current 237 — 237 Unearned warranty revenue 34 — 34 Total Current Liabilities 6,003 (1,272) 4,731 Long-Term Liabilities: Notes payable, net of current portion 1,702 — 1,702 Deferred rent 25 — 25 Total Long-Term Liabilities 1,727 — 1,727 Total Liabilities 7,730 (1,272) 6,458 Stockholders’ Equity (Deficit) Common stock, $0.00001 par value, 100,000,000 shares authorized, 5,666,667 shares issued and outstanding at June 30, 2021 — — — Additional paid-in capital — 1,011 1,011 Members deficit (2,011) 2,011 — Accumulated deficit — (1,740) (1,740) Total Stockholders’ Equity (Deficit) (2,011) 1,282 (729) Total Liabilities and Stockholders’ Equity (Deficit) $ 5,719 10 $ 5,729 Three months ended Three months ended September 30, September 30, 2021 2021 As Previously Reported Adjustments As Restated Cash flows from operating activities: Net loss $ (576) $ (1) $ (577) Adjustments to reconcile net loss to net cash used in operating activities: — Provision for doubtful accounts (90) — (90) Depreciation expense 13 — 13 Amortization expense 24 — 24 Stock option compensation expense 56 — 56 Changes in operating assets and liabilities Accounts receivable (354) — (354) Inventories (377) — (377) Prepaid expenses and other (554) 7 (547) Accounts payable (70) — (70) Accrued expenses (219) 2 (217) Customer deposits 1,370 — 1,370 Net cash used in operating activities (777) 8 (769) Cash flows from financing activities Cash acquired through Exchange Agreement 8 (8) — Net proceeds from initial public offering 12,360 — 12,360 Net payments on notes payable (1,241) — (1,241) Payments on line of credit (590) — (590) Net cash provided by financing activities 10,537 (8) 10,529 Net increase in cash and cash equivalents 9,760 9,760 Cash and cash equivalents, beginning of the period 1,269 1 1,270 Cash and cash equivalents, end of the period $ 11,029 $ 1 $ 11,030 Three months ended Three months ended September 30, September 30, 2020 2020 As Previously Reported Adjustments As Restated Cash flows from operating activities: Net loss $ (389) $ 19 $ (370) Adjustments to reconcile net loss to net cash used in operating activities: Provision for doubtful accounts 40 — 40 Depreciation expense 34 — 34 Amortization expense 24 — 24 Deferred rent 2 — 2 Unrealized gain on investments — (20) (20) Changes in operating assets and liabilities Accounts receivable 171 — 171 Inventories (25) — (25) Prepaid expenses and other (148) 1 (147) Accounts payable (167) (1) (168) Accrued expenses (133) 1 (132) Unearned warranty revenue (9) — (9) Customer deposits (249) — (249) Net cash used in operating activities (849) (849) Cash flows from financing activities Net borrowings on notes payable 14 — 14 Payments on line of credit (60) — (60) Proceeds from private placement 784 — 784 Net cash provided by financing activities 738 — 738 Net decrease in cash and cash equivalents (111) (111) Cash and cash equivalents, beginning of the period 1,058 1 1,059 Cash and cash equivalents, end of the period $ 947 $ 1 $ 948 Common Stock Additional Paid-In Accumulated LLC Members Shares Amount Capital Deficit Equity (Deficit) Total Balance as of July 1, 2020, as previously reported — $ — $ — $ — $ (969) $ (969) Adjustment — — — 969 969 Outstanding shares of MiT, Inc., as of July 1, 2020 (see note 1) 2,650,000 — 101 — — 101 Share exchange (see note 1) 2,350,000 — 126 (1,095) — (969) Balance as of July 1, 2020, as restated 5,000,000 227 (1,095) (868) Shares issued in Private placement 666,667 784 784 Net loss, as previously reported — — — (389) — (389) Adjustment to net loss for restatement — — — 19 — 19 Balance as of September 30, 2020, as restated 5,666,667 $ — $ 1,011 $ (1,465) $ — $ (454) Balance as of July 1, 2021, as previously reported — $ — $ — $ — $ (2,011) $ (2,011) Adjustment 5,666,667 — 1,011 (1,740) 2,011 1,282 Balance as of July 1, 2021, as restated 5,666,667 — 1,011 (1,740) — (729) Reverse recapitalization, as previously reported 3,316,667 — — — 1,280 1,280 Adjustment (3,316,667) — — — 1,280 (1,280) Common shares issued for LLC Members’ interest, as previously reported 2,350,000 — (1,128) 397 731 — Adjustment (2,350,000) — 1,128 (397) (731) — Shares of common stock issued for cash, net of costs 4,830,000 — 11,244 — — 11,244 Cashless exercise of warrants 139,611 — — — — — Stock option compensation expense — — 56 — — 56 Net loss, as previously reported — — — (576) — (576) Adjustment to net loss for restatement — — — (1) — (1) Balance as of September 30, 2021, as restated 10,636,278 $ — $ 12,311 $ (2,317) $ — $ 9,994 |
BUSINESS ACTIVITY AND SUMMARY_4
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Jul. 12, 2021 | Jul. 07, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Jul. 01, 2020 |
Subsidiary or Equity Method Investee [Line Items] | |||||||
Common stock, Outstanding | 10,636,278 | 5,666,667 | |||||
Warrants exercised for number of shares | 139,611 | ||||||
Deferred offering costs | $ 1,116,000 | ||||||
Allowance for bad debts | $ 266,000 | 356,000 | |||||
Accounts Receivable, after Allowance for Credit Loss, Current | 898,000 | 454,000 | $ 809,000 | ||||
Revenue recognized | 573,000 | ||||||
Contract liabilities | $ 2,709,000 | $ 1,339,000 | $ 854,000 | ||||
Initial public offering | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Number of shares issued | 4,830,000 | ||||||
Share Price | $ 3 | ||||||
Net proceeds | $ 12,360,000 | ||||||
Underwriting discounts, commissions and other expenses | 2,130,000 | ||||||
Other assets to additional paid in capital | $ 1,116,000 | ||||||
Warrants exercised for number of shares | 139,611 | ||||||
Share Exchange Agreement with PubCo | MiT Inc | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Percentage of ownership acquired | 79.00% | ||||||
Common stock, Outstanding | 4,452,334 | ||||||
Number of Shares Exchanged | 2,350,000 | ||||||
Share Exchange Agreement with PubCo | MiT Inc | Initial public offering | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Number of shares issued | 2,000,000 | ||||||
Common Stock | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Number of shares issued | 666,667 | ||||||
Common Stock | Initial public offering | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Share Price | $ 3.75 | ||||||
Warrants exercised for number of shares | 241,500 |
BUSINESS ACTIVITY AND SUMMARY_5
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 3,474 | $ 1,757 |
Equipment upon delivery | Point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 3,433 | 1,722 |
Installation | Point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 41 | $ 35 |
BUSINESS ACTIVITY AND SUMMARY_6
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advertising Costs (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Advertising Expense | $ 1,000 | $ 2,000 |
Impairment on goodwill | 0 | 0 |
Impairment on intangible assets | $ 0 | $ 0 |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 20 years | |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 11 years |
BUSINESS ACTIVITY AND SUMMARY_7
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2021 | |
Federal or state income taxes | $ 0 | |
Deferred Tax Assets | 408,000 | $ 248,000 |
Deferred tax liabilities | (11,000) | (13,000) |
Existing valuation allowance Prior to business combination | (397,000) | (235,000) |
MiT Inc | ||
Deferred Tax Assets | 408,000 | |
Deferred tax liabilities | (11,000) | |
Existing valuation allowance Prior to business combination | $ (397,000) | |
MiT LLC | ||
Deferred Tax Assets | 248,000 | |
Deferred tax liabilities | (13,000) | |
Existing valuation allowance Prior to business combination | $ (235,000) |
BUSINESS ACTIVITY AND SUMMARY_8
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 |
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Inventory reserve | $ 133 | $ 133 |
Accumulated depreciation | (2) | (7) |
Accumulated goodwill amortization | (9) | (6) |
Warranty reserve | 9 | 8 |
Stock compensation | 16 | |
Net operating loss carryforward | 169 | |
Allowance for doubtful accounts | 74 | 100 |
Deferred rent | 7 | 7 |
Net | 397 | 235 |
Existing valuation allowance Prior to business combination | $ (397) | $ (235) |
BUSINESS ACTIVITY AND SUMMARY_9
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Warranty Liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Jun. 30, 2021 | |
Product Warranty Liability [Line Items] | ||
Period of right to return defective products | 3 years | |
Product warranty liability beginning of period | $ 29,000 | $ 65,000 |
Accruals for warranties issued | 7,000 | 29,000 |
Change in estimates | (37,000) | |
Settlements made | (3,000) | (28,000) |
Product warranty liability end of the period | $ 33,000 | $ 29,000 |
Maximum | ||
Product Warranty Liability [Line Items] | ||
Warranty period | 3 years | |
Minimum | ||
Product Warranty Liability [Line Items] | ||
Warranty period | 1 year |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||
Net loss | $ (577) | $ (370) |
Denominator: | ||
Weighted average common shares outstanding, basic | 10,254,686 | 5,568,660 |
Weighted average common shares outstanding, diluted | 10,254,686 | 5,568,660 |
Loss per share | ||
Basic | $ (0.06) | $ (0.07) |
Diluted | $ (0.06) | $ (0.07) |
LOSS PER SHARE - Antidilutive s
LOSS PER SHARE - Antidilutive shares (Details) - shares | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 391,500 | 236,667 |
Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 150,000 | |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 241,500 | 236,667 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 712 | $ 712 |
Accumulated depreciation | (704) | (691) |
Net property plant and equipment | 8 | 21 |
Production equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 307 | 307 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 202 | 202 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 45 | 45 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 44 | 44 |
Other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 114 | $ 114 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Depreciation expense (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 13,000 | $ 34,000 |
Cost of goods sold | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation | 9,000 | 30,000 |
General and administrative expense. | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 4,000 | $ 4,000 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT - Useful lives (Details) | 3 Months Ended |
Sep. 30, 2021 | |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Production equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Production equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Other equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Other equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Jun. 30, 2021 | |
Intangible assets | ||
Gross Asset Cost | $ 1,118 | $ 1,118 |
Accumulated Amortization | 207 | 183 |
Net Book Value | $ 911 | $ 935 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 11 years | 11 years |
Intangible assets | ||
Gross Asset Cost | $ 970 | $ 970 |
Accumulated Amortization | 191 | 169 |
Net Book Value | $ 779 | $ 801 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 20 years | 20 years |
Intangible assets | ||
Gross Asset Cost | $ 70 | $ 70 |
Accumulated Amortization | 8 | 7 |
Net Book Value | $ 62 | $ 63 |
Trademark | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 20 years | 20 years |
Intangible assets | ||
Gross Asset Cost | $ 78 | $ 78 |
Accumulated Amortization | 8 | 7 |
Net Book Value | $ 70 | $ 71 |
INTANGIBLE ASSETS - Amortizatio
INTANGIBLE ASSETS - Amortization expense (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 24,000 | $ 24,000 |
General and administrative expense. | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 24,000 | $ 24,000 |
INTANGIBLE ASSETS - Estimated a
INTANGIBLE ASSETS - Estimated amortization expense related to intangible assets subject to amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2022 | $ 72 | |
2023 | 96 | |
2024 | 96 | |
2025 | 96 | |
2026 | 96 | |
Thereafter | 455 | |
Net Book Value | $ 911 | $ 935 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 |
ACCRUED EXPENSES | ||
Employee compensation | $ 228 | $ 485 |
Others | 174 | 135 |
Total | $ 402 | $ 620 |
DEBT - Line of Credit (Details)
DEBT - Line of Credit (Details) - USD ($) | 1 Months Ended | |||
Oct. 31, 2019 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2020 | |
Debt Instrument [Line Items] | ||||
Term of debt | 1 year | |||
Number of shares for which warrants exercised | 139,611 | |||
Outstanding balance of line of credit | $ 590,000 | |||
Line of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 1,000,000 | |||
Interest rate | 13.00% | |||
Number of shares for which warrants exercised | 94,723 | |||
Amount of proceeds from loan used to pay business combination | $ 400,000 | |||
Available borrowing capacity | $ 0 | |||
Outstanding balance of line of credit | $ 590,000 |
DEBT - Long term debt (Details)
DEBT - Long term debt (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 |
Debt Instrument [Line Items] | ||
Balance | $ 698,000 | $ 1,939,000 |
Current | 110,000 | 237,000 |
Long Term | 588,000 | 1,702,000 |
Closing promissory note | ||
Debt Instrument [Line Items] | ||
Balance | 1,059,000 | |
Current | 142,000 | |
Long Term | 917,000 | |
PPP loan | ||
Debt Instrument [Line Items] | ||
Balance | 698,000 | 698,000 |
Current | 110,000 | 73,000 |
Long Term | $ 588,000 | 625,000 |
Caddy indemnity promissory note | ||
Debt Instrument [Line Items] | ||
Balance | 182,000 | |
Current | 22,000 | |
Long Term | $ 160,000 |
DEBT - Caddy Promissory (Detail
DEBT - Caddy Promissory (Details) | 3 Months Ended |
Sep. 30, 2021 | |
Debt Instrument [Line Items] | |
Spread on variable interest rate | 3.75% |
Closing promissory note | Prime Rate [Member] | |
Debt Instrument [Line Items] | |
Spread on variable interest rate | 2.75% |
Caddy indemnity promissory note | Prime Rate [Member] | |
Debt Instrument [Line Items] | |
Spread on variable interest rate | 2.75% |
DEBT - Paycheck Protection Prog
DEBT - Paycheck Protection Program (Details) - USD ($) | Mar. 13, 2021 | May 06, 2020 | May 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 |
Debt Instrument [Line Items] | |||||
Debt forgiven | $ 694,000 | ||||
Outstanding balance | $ 698,000 | $ 1,939,000 | |||
Notes payable current | 110,000 | 237,000 | |||
PPP loan | |||||
Debt Instrument [Line Items] | |||||
Proceeds from loan | $ 698,000 | $ 694,000 | |||
Outstanding balance | $ 698,000 | 698,000 | |||
Notes payable current | $ 110,000 | ||||
Interest rate | 1.00% | ||||
Accrued interest | $ 705,293 |
STOCKHOLDERS' EQUITY AND STOC_2
STOCKHOLDERS' EQUITY AND STOCK BASED COMPENSATION (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Limited Partners' Capital Account [Line Items] | ||||
Maximum stock based awards available for issuance | 750,000 | |||
Share based payment award option outstanding | 600,000 | |||
Options granted | 150,000 | |||
Exercise price, options granted | $ 3 | |||
Vesting period | 1 year | |||
Option expiration period | 10 years | |||
Aggregate grant date fair value | $ 244,200 | |||
Grant-date fair value | $ 1.63 | |||
Compensation expense | $ 56,000 | |||
Total unrecognized compensation | $ 188,000 | |||
Weighted average period | 9 months | |||
Warrants exercised for number of shares | 139,611 | |||
Proceeds from private placement | $ 784,000 | |||
Private Placement | ||||
Limited Partners' Capital Account [Line Items] | ||||
Number of shares issued | 666,667 | |||
Offering cost | $ 103,000 | |||
Gross Proceeds from private placement | 887,000 | |||
Proceeds from private placement | $ 784,000 | |||
Boustead Securities, LLC | Private Placement | ||||
Limited Partners' Capital Account [Line Items] | ||||
Warrants issued | 50,000 | |||
MiT LLC | MiT Inc | ||||
Limited Partners' Capital Account [Line Items] | ||||
Shares of common stock issued for acquiring members unit | 2,350,000 | |||
Percentage of outstanding member unit exchanged | 41.40% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 1 Months Ended |
Jul. 31, 2021USD ($) | |
RELATED PARTY TRANSACTIONS | |
Discretionary payment to the related parties for personal guarantees provided in conjunction with financing company debt | $ 50,000 |
CUSTOMER AND VENDOR CONCENTRA_2
CUSTOMER AND VENDOR CONCENTRATIONS (Details) - USD ($) | 3 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Jul. 01, 2020 | |
Concentration Risk [Line Items] | ||||
Outstanding receivables | $ 898,000 | $ 454,000 | $ 809,000 | |
Sales | Customer concentration | Customer one | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 27.00% | 49.00% | ||
Sales | Customer concentration | Customer two | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 13.00% | 10.00% | ||
Outstanding receivables | Customer concentration | ||||
Concentration Risk [Line Items] | ||||
Outstanding receivables | $ 132,000 | $ 0 |
CUSTOMER AND VENDOR CONCENTRA_3
CUSTOMER AND VENDOR CONCENTRATIONS (continued) (Details) - Purchases - Supplier concentration | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Vendor one | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 21.00% | 25.00% |
Vendor two | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 12.00% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Executive office lease | ||
Operating Leased Assets [Line Items] | ||
Rent expense | $ 70,000 | $ 70,000 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Future minimum lease payments) (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Future minimum lease payments | |
2022 | $ 214 |
2023 | 293 |
2024 | 302 |
2025 | 174 |
Total future minimum lease payments | $ 983 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Income Statement (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net sales | $ 3,474 | $ 1,757 |
Cost of goods sold | 2,752 | 1,304 |
Gross profit | 722 | 453 |
Operating expenses: | ||
Research and development | 54 | 27 |
Selling and marketing | 544 | 283 |
General and administrative | 663 | 450 |
Total operating expenses | 1,261 | 760 |
Operating loss | (539) | (307) |
Other expenses: | ||
Unrealized gain | (20) | |
Interest expense | 38 | 83 |
Total other expense (income) | 38 | 63 |
Net loss | $ (577) | $ (370) |
Weighted average common shares outstanding, basic | 10,254,686 | 5,568,660 |
Weighted average common shares outstanding, diluted | 10,254,686 | 5,568,660 |
Basic | $ (0.06) | $ (0.07) |
Diluted | $ (0.06) | $ (0.07) |
Restatement of the Company's Financial Statements | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net sales | $ 3,474 | $ 1,757 |
Cost of goods sold | 2,752 | 1,304 |
Gross profit | 722 | 453 |
Operating expenses: | ||
Research and development | 54 | 27 |
Selling and marketing | 544 | 283 |
General and administrative | 663 | 450 |
Total operating expenses | 1,261 | 760 |
Operating loss | (539) | (307) |
Other expenses: | ||
Unrealized gain | (20) | |
Interest expense | 38 | 83 |
Total other expense (income) | 38 | 63 |
Net loss | $ (577) | $ (370) |
Weighted average common shares outstanding, basic | 10,254,686 | 5,568,660 |
Weighted average common shares outstanding, diluted | 10,254,686 | 5,568,660 |
Basic | $ (0.06) | $ (0.07) |
Diluted | $ (0.06) | $ (0.07) |
As Previously Reported | Restatement of the Company's Financial Statements | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net sales | $ 3,474 | $ 1,757 |
Cost of goods sold | 2,752 | 1,304 |
Gross profit | 722 | 453 |
Operating expenses: | ||
Research and development | 54 | 27 |
Selling and marketing | 544 | 283 |
General and administrative | 663 | 450 |
Total operating expenses | 1,261 | 760 |
Operating loss | (539) | (307) |
Other expenses: | ||
Interest expense | 37 | 82 |
Total other expense (income) | 37 | 82 |
Net loss | $ (576) | $ (389) |
Weighted average common shares outstanding, basic | 9,809,264 | 5,666,667 |
Weighted average common shares outstanding, diluted | 9,809,264 | 5,666,667 |
Basic | $ (0.06) | $ (0.07) |
Diluted | $ (0.06) | $ (0.07) |
Adjustments | Restatement of the Company's Financial Statements | ||
Other expenses: | ||
Unrealized gain | $ (20) | |
Interest expense | $ 1 | 1 |
Total other expense (income) | 1 | (19) |
Net loss | $ (1) | $ 19 |
RESTATEMENT OF PREVIOUSLY ISS_4
RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Balance sheet (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jul. 01, 2020 | Jun. 30, 2020 |
Current Assets: | |||||
Cash and cash equivalents | $ 11,030,000 | $ 1,270,000 | |||
Accounts receivable, net | 898,000 | 454,000 | $ 809,000 | ||
Inventories, net | 1,911,000 | 1,534,000 | |||
Prepaid expenses and other | 642,000 | 95,000 | |||
Total Current Assets | 14,481,000 | 3,353,000 | |||
Long-Term Assets: | |||||
Property, plant and equipment, net | 8,000 | 21,000 | |||
Intangibles, net | 911,000 | 935,000 | |||
Goodwill | 287,000 | 287,000 | |||
Other assets | 16,000 | 1,133,000 | |||
Total Long-Term Assets | 1,222,000 | 2,376,000 | |||
Total Assets | 15,703,000 | 5,729,000 | |||
Current Liabilities: | |||||
Accounts payable | 1,841,000 | 1,911,000 | |||
Accrued expenses | 402,000 | 620,000 | |||
Customer deposits | 2,709,000 | 1,339,000 | $ 854,000 | ||
Line of credit | 590,000 | ||||
Notes payable - current | 110,000 | 237,000 | |||
Unearned warranty revenue | 34,000 | 34,000 | |||
Total Current Liabilities | 5,096,000 | 4,731,000 | |||
Long-Term Liabilities: | |||||
Notes payable, net of current portion | 588,000 | 1,702,000 | |||
Deferred rent | 25,000 | 25,000 | |||
Total Long-Term Liabilities | 613,000 | 1,727,000 | |||
Total Liabilities | 5,709,000 | 6,458,000 | |||
Stockholders' Equity (Deficit) | |||||
Common stock, $0.00001 par value, 100,000,000 shares authorized, 10,636,278 and 5,666,667 shares issued and outstanding at September 30, 2021 and June 30, 2021, respectively | |||||
Additional paid-in capital | 12,311,000 | 1,011,000 | |||
Accumulated deficit | (2,317,000) | (1,740,000) | |||
Total Stockholders' Equity (Deficit) | 9,994,000 | (729,000) | $ (454,000) | $ 101,000 | |
Total Liabilities and Stockholders' Equity (Deficit) | $ 15,703,000 | $ 5,729,000 | |||
Common stock par value | $ 0.00001 | $ 0.00001 | |||
Common stock, Authorized | 100,000,000 | 100,000,000 | |||
Common stock, Issued | 10,636,278 | 5,666,667 | |||
Common stock, Outstanding | 10,636,278 | 5,666,667 | |||
Restatement Of Companys Financial Statements [Member] | |||||
Current Assets: | |||||
Cash and cash equivalents | $ 11,030,000 | $ 1,270,000 | |||
Accounts receivable, net | 898,000 | 454,000 | |||
Inventories, net | 1,911,000 | 1,534,000 | |||
Prepaid expenses and other | 642,000 | 95,000 | |||
Total Current Assets | 14,481,000 | 3,353,000 | |||
Long-Term Assets: | |||||
Property, plant and equipment, net | 8,000 | 21,000 | |||
Intangibles, net | 911,000 | 935,000 | |||
Goodwill | 287,000 | 287,000 | |||
Other assets | 16,000 | 1,133,000 | |||
Total Long-Term Assets | 1,222,000 | 2,376,000 | |||
Total Assets | 15,703,000 | 5,729,000 | |||
Current Liabilities: | |||||
Accounts payable | 1,841,000 | 1,911,000 | |||
Accrued expenses | 402,000 | 620,000 | |||
Customer deposits | 2,709,000 | 1,339,000 | |||
Line of credit | 590,000 | ||||
Notes payable - current | 110,000 | 237,000 | |||
Unearned warranty revenue | 34,000 | 34,000 | |||
Total Current Liabilities | 5,096,000 | 4,731,000 | |||
Long-Term Liabilities: | |||||
Notes payable, net of current portion | 588,000 | 1,702,000 | |||
Deferred rent | 25,000 | 25,000 | |||
Total Long-Term Liabilities | 613,000 | 1,727,000 | |||
Total Liabilities | 5,709,000 | 6,458,000 | |||
Stockholders' Equity (Deficit) | |||||
Additional paid-in capital | 12,311,000 | 1,011,000 | |||
Accumulated deficit | (2,317,000) | (1,740,000) | |||
Total Stockholders' Equity (Deficit) | 9,994,000 | (729,000) | $ (454,000) | ||
Total Liabilities and Stockholders' Equity (Deficit) | $ 15,703,000 | $ 5,729,000 | |||
Common stock par value | $ 0.00001 | $ 0.00001 | |||
Common stock, Authorized | 100,000,000 | 100,000,000 | |||
Common stock, Issued | 10,636,278 | 5,666,667 | |||
Common stock, Outstanding | 10,636,278 | 5,666,667 | |||
As Previously Reported | Restatement Of Companys Financial Statements [Member] | |||||
Current Assets: | |||||
Cash and cash equivalents | $ 11,029,000 | $ 1,269,000 | |||
Accounts receivable, net | 898,000 | 454,000 | |||
Inventories, net | 1,911,000 | 1,534,000 | |||
Prepaid expenses and other | 642,000 | 86,000 | |||
Total Current Assets | 14,480,000 | 3,343,000 | |||
Long-Term Assets: | |||||
Property, plant and equipment, net | 8,000 | 21,000 | |||
Intangibles, net | 911,000 | 935,000 | |||
Goodwill | 287,000 | 287,000 | |||
Other assets | 16,000 | 1,133,000 | |||
Total Long-Term Assets | 1,222,000 | 2,376,000 | |||
Total Assets | 15,702,000 | 5,719,000 | |||
Current Liabilities: | |||||
Accounts payable | 1,841,000 | 1,911,000 | |||
Accrued expenses | 402,000 | 620,000 | |||
Customer deposits | 2,709,000 | 1,339,000 | |||
Line of credit | 590,000 | ||||
Notes payable - related party | 1,272,000 | ||||
Notes payable - current | 110,000 | 237,000 | |||
Unearned warranty revenue | 34,000 | 34,000 | |||
Total Current Liabilities | 5,096,000 | 6,003,000 | |||
Long-Term Liabilities: | |||||
Notes payable, net of current portion | 588,000 | 1,702,000 | |||
Deferred rent | 25,000 | 25,000 | |||
Total Long-Term Liabilities | 613,000 | 1,727,000 | |||
Total Liabilities | 5,709,000 | 7,730,000 | |||
Stockholders' Equity (Deficit) | |||||
Additional paid-in capital | 10,172,000 | ||||
Members' deficit | (2,011,000) | ||||
Accumulated deficit | (179,000) | ||||
Total Stockholders' Equity (Deficit) | 9,993,000 | (2,011,000) | (969,000) | ||
Total Liabilities and Stockholders' Equity (Deficit) | 15,702,000 | 5,719,000 | |||
Adjustment | Restatement Of Companys Financial Statements [Member] | |||||
Current Assets: | |||||
Cash and cash equivalents | 1,000 | 1,000 | |||
Prepaid expenses and other | 9,000 | ||||
Total Current Assets | 1,000 | 10,000 | |||
Long-Term Assets: | |||||
Total Assets | 1,000 | 10,000 | |||
Current Liabilities: | |||||
Notes payable - related party | (1,272,000) | ||||
Total Current Liabilities | (1,272,000) | ||||
Long-Term Liabilities: | |||||
Total Liabilities | (1,272,000) | ||||
Stockholders' Equity (Deficit) | |||||
Additional paid-in capital | 2,139,000 | 1,011,000 | |||
Members' deficit | 2,011,000 | ||||
Accumulated deficit | (2,138,000) | (1,740,000) | |||
Total Stockholders' Equity (Deficit) | 1,000 | 1,282,000 | $ 969,000 | ||
Total Liabilities and Stockholders' Equity (Deficit) | $ 1,000 | $ 10,000 |
RESTATEMENT OF PREVIOUSLY ISS_5
RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Cash flows (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (577,000) | $ (370,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Provision for doubtful accounts | (90,000) | 40,000 |
Depreciation expense | 13,000 | 34,000 |
Amortization expense | 24,000 | 24,000 |
Deferred rent | 2,000 | |
Unrealized gain on investments | (20,000) | |
Stock option compensation expense | 56,000 | |
Changes in operating assets and liabilities | ||
Accounts receivable | (354,000) | 171,000 |
Inventories | (377,000) | (25,000) |
Prepaid expenses and other | (547,000) | (147,000) |
Accounts payable | (70,000) | (168,000) |
Accrued expenses | (217,000) | (132,000) |
Unearned warranty revenue | (9,000) | |
Customer deposits | 1,370,000 | (249,000) |
Net cash used in operating activities | (769,000) | (849,000) |
Cash flows from financing activities | ||
Net proceeds from initial public offering | 12,360,000 | |
Net payments on notes payable | (1,241,000) | |
Net borrowings on notes payable | 14,000 | |
Payments on line of credit | (590,000) | (60,000) |
Proceeds from private placement | 784,000 | |
Net cash provided by financing activities | 10,529,000 | 738,000 |
Net increase (decrease) in cash and cash equivalents | 9,760,000 | (111,000) |
Cash and cash equivalents, beginning of the period | 1,270,000 | 1,059,000 |
Cash and cash equivalents, end of the period | 11,030,000 | 948,000 |
Restatement Of Companys Financial Statements [Member] | ||
Cash flows from operating activities: | ||
Net loss | (577,000) | (370,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Provision for doubtful accounts | (90,000) | 40,000 |
Depreciation expense | 13,000 | 34,000 |
Amortization expense | 24,000 | 24,000 |
Deferred rent | 2,000 | |
Unrealized gain on investments | (20,000) | |
Stock option compensation expense | 56,000 | |
Changes in operating assets and liabilities | ||
Accounts receivable | (354,000) | 171,000 |
Inventories | (377,000) | (25,000) |
Prepaid expenses and other | (547,000) | (147,000) |
Accounts payable | (70,000) | (168,000) |
Accrued expenses | (217,000) | (132,000) |
Unearned warranty revenue | (9,000) | |
Customer deposits | 1,370,000 | (249,000) |
Net cash used in operating activities | (769,000) | (849,000) |
Cash flows from financing activities | ||
Net proceeds from initial public offering | 12,360,000 | |
Net payments on notes payable | (1,241,000) | |
Net borrowings on notes payable | 14,000 | |
Payments on line of credit | (590,000) | (60,000) |
Proceeds from private placement | 784,000 | |
Net cash provided by financing activities | 10,529,000 | 738,000 |
Net increase (decrease) in cash and cash equivalents | 9,760,000 | (111,000) |
Cash and cash equivalents, beginning of the period | 1,270,000 | 1,059,000 |
Cash and cash equivalents, end of the period | 11,030,000 | 948,000 |
As Previously Reported | Restatement Of Companys Financial Statements [Member] | ||
Cash flows from operating activities: | ||
Net loss | (576,000) | (389,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Provision for doubtful accounts | (90,000) | 40,000 |
Depreciation expense | 13,000 | 34,000 |
Amortization expense | 24,000 | 24,000 |
Deferred rent | 2,000 | |
Stock option compensation expense | 56,000 | |
Changes in operating assets and liabilities | ||
Accounts receivable | (354,000) | 171,000 |
Inventories | (377,000) | (25,000) |
Prepaid expenses and other | (554,000) | (148,000) |
Accounts payable | (70,000) | (167,000) |
Accrued expenses | (219,000) | (133,000) |
Unearned warranty revenue | (9,000) | |
Customer deposits | 1,370,000 | (249,000) |
Net cash used in operating activities | (777,000) | (849,000) |
Cash flows from investing activities | ||
Cash acquired in business combination | 8,000 | |
Cash flows from financing activities | ||
Cash acquired through Exchange Agreement | 8,000 | |
Net proceeds from initial public offering | 12,360,000 | |
Net payments on notes payable | (1,241,000) | |
Net borrowings on notes payable | 14,000 | |
Payments on line of credit | (590,000) | (60,000) |
Proceeds from private placement | 784,000 | |
Net cash provided by financing activities | 10,537,000 | 738,000 |
Net increase (decrease) in cash and cash equivalents | 9,760,000 | (111,000) |
Cash and cash equivalents, beginning of the period | 1,269,000 | 1,058,000 |
Cash and cash equivalents, end of the period | 11,029,000 | 947,000 |
Adjustment | Restatement Of Companys Financial Statements [Member] | ||
Cash flows from operating activities: | ||
Net loss | (1,000) | 19,000 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Unrealized gain on investments | (20,000) | |
Changes in operating assets and liabilities | ||
Prepaid expenses and other | 7,000 | 1,000 |
Accounts payable | (1,000) | |
Accrued expenses | 2,000 | 1,000 |
Net cash used in operating activities | 8,000 | |
Cash flows from investing activities | ||
Cash acquired in business combination | (8,000) | |
Cash flows from financing activities | ||
Cash acquired through Exchange Agreement | (8,000) | |
Net cash provided by financing activities | (8,000) | |
Cash and cash equivalents, beginning of the period | 1,000 | 1,000 |
Cash and cash equivalents, end of the period | $ 1,000 | $ 1,000 |
RESTATEMENT OF PREVIOUSLY ISS_6
RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Stockholders' Equity (Deficit) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning | $ (729) | $ 101 | |
Shares issued in private placement | 784 | ||
Shares of common stock issued for cash, net of costs | 11,244 | ||
Net loss | 577 | 370 | |
Balance at the end | $ 101 | $ 9,994 | (454) |
Share Exchange. | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning | (969) | ||
Balance at the end | (969) | ||
Adjusted Balance | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning | $ (868) | ||
Balance at the end | $ (868) | ||
Common Stock | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning (in shares) | 5,666,667 | 2,650,000 | |
Shares issued in private placement (in shares) | 666,667 | ||
Shares of common stock issued for cash, net of costs (in shares) | 4,830,000 | ||
Cashless exercise of warrants (in shares) | 139,611 | ||
Balance at the end (in shares) | 2,650,000 | 10,636,278 | 5,666,667 |
Common Stock | Share Exchange. | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning (in shares) | 2,350,000 | ||
Balance at the end (in shares) | 2,350,000 | ||
Common Stock | Adjusted Balance | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning (in shares) | 5,000,000 | ||
Balance at the end (in shares) | 5,000,000 | ||
Additional Paid-in Capital | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning | $ 1,011 | $ 101 | |
Shares issued in private placement | 784 | ||
Shares of common stock issued for cash, net of costs | 11,244 | ||
Balance at the end | $ 101 | 12,311 | 1,011 |
Additional Paid-in Capital | Share Exchange. | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning | 126 | ||
Balance at the end | 126 | ||
Additional Paid-in Capital | Adjusted Balance | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning | 227 | ||
Balance at the end | 227 | ||
Accumulated Deficit | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning | (1,740) | ||
Net loss | 577 | 370 | |
Balance at the end | (2,317) | (1,465) | |
Accumulated Deficit | Share Exchange. | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning | (1,095) | ||
Balance at the end | (1,095) | ||
Accumulated Deficit | Adjusted Balance | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning | (1,095) | ||
Balance at the end | (1,095) | ||
Restatement Of Companys Financial Statements [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning | (729) | ||
Outstanding shares of MiT, Inc. | 101 | ||
Shares issued in private placement | 784 | ||
Shares of common stock issued for cash, net of costs | 11,244 | ||
Stock option compensation expense | 56 | ||
Balance at the end | $ 9,994 | (454) | |
Restatement Of Companys Financial Statements [Member] | Share Exchange. | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning | (969) | ||
Balance at the end | (969) | ||
Restatement Of Companys Financial Statements [Member] | Adjusted Balance | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning | $ (868) | ||
Balance at the end | $ (868) | ||
Restatement Of Companys Financial Statements [Member] | Common Stock | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning (in shares) | 5,666,667 | ||
Outstanding shares of MiT, Inc. (in shares) | 2,650,000 | ||
Shares issued in private placement (in shares) | 666,667 | ||
Shares of common stock issued for cash, net of costs (in shares) | 4,830,000 | ||
Cashless exercise of warrants (in shares) | 139,611 | ||
Balance at the end (in shares) | 10,636,278 | 5,666,667 | |
Restatement Of Companys Financial Statements [Member] | Common Stock | Share Exchange. | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning (in shares) | 2,350,000 | ||
Balance at the end (in shares) | 2,350,000 | ||
Restatement Of Companys Financial Statements [Member] | Common Stock | Adjusted Balance | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning (in shares) | 5,000,000 | ||
Balance at the end (in shares) | 5,000,000 | ||
Restatement Of Companys Financial Statements [Member] | Additional Paid-in Capital | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning | $ 1,011 | ||
Outstanding shares of MiT, Inc. | $ 101 | ||
Shares issued in private placement | $ 784 | ||
Shares of common stock issued for cash, net of costs | 11,244 | ||
Stock option compensation expense | 56 | ||
Balance at the end | 12,311 | 1,011 | |
Restatement Of Companys Financial Statements [Member] | Additional Paid-in Capital | Share Exchange. | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning | 126 | ||
Balance at the end | 126 | ||
Restatement Of Companys Financial Statements [Member] | Additional Paid-in Capital | Adjusted Balance | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning | 227 | ||
Balance at the end | 227 | ||
Restatement Of Companys Financial Statements [Member] | Accumulated Deficit | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning | (1,740) | ||
Balance at the end | (2,317) | (1,465) | |
Restatement Of Companys Financial Statements [Member] | Accumulated Deficit | Share Exchange. | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning | (1,095) | ||
Balance at the end | (1,095) | ||
Restatement Of Companys Financial Statements [Member] | Accumulated Deficit | Adjusted Balance | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning | (1,095) | ||
Balance at the end | (1,095) | ||
As Previously Reported | Restatement Of Companys Financial Statements [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning | (2,011) | (969) | |
Reverse recapitalization | 1,280 | ||
Net loss | (576) | (389) | |
Balance at the end | (969) | $ 9,993 | |
As Previously Reported | Restatement Of Companys Financial Statements [Member] | Common Stock | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common shares issued for LLC Members' interest (in shares) | 2,350,000 | ||
Reverse recapitalization (in shares) | 3,316,667 | ||
As Previously Reported | Restatement Of Companys Financial Statements [Member] | Additional Paid-in Capital | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common shares issued for LLC Members' interest | $ (1,128) | ||
As Previously Reported | Restatement Of Companys Financial Statements [Member] | Accumulated Deficit | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common shares issued for LLC Members' interest | 397 | ||
Net loss | (576) | (389) | |
As Previously Reported | Restatement Of Companys Financial Statements [Member] | LLC Members Deficit | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning | (2,011) | (969) | |
Common shares issued for LLC Members' interest | 731 | ||
Reverse recapitalization | 1,280 | ||
Balance at the end | (969) | ||
Adjustment | Restatement Of Companys Financial Statements [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning | 1,282 | 969 | |
Adjustment | (1,280) | ||
Net loss | (1) | 19 | |
Balance at the end | 969 | $ 1 | |
Adjustment | Restatement Of Companys Financial Statements [Member] | Common Stock | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning (in shares) | 5,666,667 | ||
Adjustment (in shares) | (3,316,667) | ||
Adjustment | Restatement Of Companys Financial Statements [Member] | Common Stock | Share Exchange. | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the end (in shares) | (2,350,000) | ||
Adjustment | Restatement Of Companys Financial Statements [Member] | Additional Paid-in Capital | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning | $ 1,011 | ||
Adjustment | Restatement Of Companys Financial Statements [Member] | Additional Paid-in Capital | Share Exchange. | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the end | 1,128 | ||
Adjustment | Restatement Of Companys Financial Statements [Member] | Accumulated Deficit | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning | (1,740) | ||
Net loss | (1) | 19 | |
Adjustment | Restatement Of Companys Financial Statements [Member] | Accumulated Deficit | Share Exchange. | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the end | (397) | ||
Adjustment | Restatement Of Companys Financial Statements [Member] | LLC Members Deficit | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the beginning | 2,011 | $ 969 | |
Adjustment | 1,280 | ||
Balance at the end | $ 969 | ||
Adjustment | Restatement Of Companys Financial Statements [Member] | LLC Members Deficit | Share Exchange. | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Balance at the end | $ (731) |
RESTATEMENT OF PREVIOUSLY ISS_7
RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Additional information (Details) - shares | Jul. 12, 2021 | Jul. 07, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Common Stock, Shares, Outstanding | 10,636,278 | 5,666,667 | |||
Initial public offering | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Number of shares issued | 4,830,000 | ||||
MiT Inc | Share Exchange Agreement with PubCo | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Number of Shares Exchanged | 2,350,000 | ||||
Common Stock, Shares, Outstanding | 4,452,334 | ||||
Percentage of ownership acquired | 79.00% | ||||
MiT Inc | Initial public offering | Share Exchange Agreement with PubCo | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Number of shares issued | 2,000,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - PPP loan - USD ($) | 1 Months Ended | 3 Months Ended |
Apr. 30, 2022 | Sep. 30, 2021 | |
Subsequent Event [Line Items] | ||
Accrued interest | $ 705,293 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Accrued interest | $ 698,000 |