bkyi20221114_8k.htm
false 0001019034 0001019034 2022-11-14 2022-11-14
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 14, 2022
 
BIO-key International, Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
(State or other jurisdiction of
incorporation)
 
1-13463
(Commission File Number)
41-1741861
(I.R.S. Employer Identification No.)
3349 Highway 138, Building A, Suite E
Wall, NJ 07719
(Address of principal executive offices)
 
 
(732) 359-1100
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class Trading Symbol(s) Name of each exchange on which registered
 Common Stock BKYI Nasdaq Capital market
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
 
  Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 

 
Item 2.02.         Results of Operations and Financial Condition.
 
On November 14, 2022, BIO-key International, Inc. (the “Company”) issued a press release announcing its financial results for its third quarter 2022. A copy of the press release issued by the Company on November 14, 2022 is attached as Exhibit 99.
 
The information, including the exhibit attached hereto, in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.
 
 
 
Item 9.01.         Financial Statements, Pro Forma Financial Information and Exhibit.
 
(d) Exhibits. The following exhibit is furnished herewith:
   
99.1 Press Release, dated November 14, 2022, issued by the Company.
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
BIO-KEY INTERNATIONAL, INC.
Date: November 15, 2022
By:
/s/ Cecilia C. Welch
Cecilia C. Welch
Chief Financial Officer
 
 

 
EXHIBIT INDEX
 
Exhibit No. Description
   
99.1
Press Release, dated November 14, 2022 issued by the Company.
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

Exhibit 99.1

 

image01.jpg

 

Cyber-Security Provider BIO-key Reports Q3 and Year-to-Date Revenues Rose to $1.4M and $5.3M, Respectively, on Growing Software and Services Revenue;

Investor Call Tomorrow at 10am ET

 

WALL, NJ November 14, 2022 - BIO-key® International, Inc. (Nasdaq: BKYI), an innovative provider of workforce and customer identity and access management (IAM) and large-scale identity solutions, featuring Identity-Bound Biometrics (IBB), today reported results for its third quarter ended September 30, 2022 (Q3’22). BIO-key will host an investor call tomorrow at 10:00 a.m. ET (details below).

 

Q3 Highlights:

 

Q322 revenues rose 6% to $1.4M vs. Q321 and year-to-date revenues increased 26% to $5.3M, with increased software license and service fees which were partially offset by lower hardware revenue in both 2022 periods.

BIO-key expanded its global footprint with enterprise customers including a Dutch-based multi-national conglomerate and a leading Saudi Arabia healthcare procurement provider.

Broadened partner network with Florida-based Darksteel Technologies and Israel’s Multi-Point Group.

Advanced higher education franchise with PortalGuard deployments for the University of Arkansas at Fort Smith and California's Long Beach Community College District.

Showcased Launch of our Mobile Authenticator App (MobileAuth), featuring both server-secured and on-device multi-biometrics at 2022 Gartner IAM Summit.

 

 

BIO-key Chairman & CEO Michael DePasquale commented, “Despite delays in our African business, some slippage from Q3 to Q4 in our domestic business, and seasonal slowness in Europe in the late summer, BIO-key continued to grow revenues and integrate our expanding operations. We have developed a substantial customer footprint generating high-margin annual recurring revenue (ARR) and our brand is now recognized on a global basis.

 

“Our integration of Swivel Secure Europe, which we acquired in March, is proceeding well, and we are now a truly global company. Through the first nine months of 2022, our sales by region grew in North America, Europe, the Middle East, South America, and Asia, but not in Africa, which continues to experience delays in the rollout of government sponsored national ID programs. In particular, the Nigerian Identity Management Commission has had both technical and financial issues that have led to delays in enrolling significant numbers of citizens, and we expect that to resolve itself in Q1 of 2023.

 

“Innovation remains core to our mission as we continue to expand password-less and mobile user IAM options, including the launch of BIO-key’s Mobile Authenticator App which supports both server-secured and on-device biometric multi-factor authentication (MFA). We also introduced an enhanced admin panel for our PortalGuard, Identity-as-a-Service (IDaaS) platform. Our PortalGuard IDaaS franchise continues to expand within higher education, county governments, and enterprises. Customers are drawn to this highly secure, efficient, user-friendly and cost-effective solution designed to meet today’s needs for scalable, secure on-site, mobile, and off-site user access.

 

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“To enhance the global awareness and reach of our solutions and brand, we have invested in an expanded team of direct sales resources, supported by traditional and digital marketing.

 

“We believe the IAM and multi-factor authentication segments of the cybersecurity space are some of the most lucrative opportunities in the global software market right now. We are building a recurring annual revenue stream with a proven portfolio of Identity-as-a-Service products across customers in several key verticals. Our expanding global footprint of direct sales and distribution partner resources positions us well to address significant IAM and cybersecurity needs around the world. In addition to integrating Swivel Secure and launching BIO-key Europe, we’ve built a strong pipeline of significant customer and project opportunities, some of which have progressed more slowly than anticipated over the past several months, or slipped to Q4, as I had mentioned.

 

Outlook

 

“We expect a strong close to the year, however, given our slower than expected sales so far this year, we now expect full-year revenues of $7M to $9M in 2022, representing growth of 37% to 76% over 2021 revenue. Our updated outlook anticipates growth in recurring software license revenue to roughly 70% of our total revenue, supported by hardware and services revenue contributions, which are typically in support of specific projects.

 

“Our current outlook is supported by our technology leadership, our talented global sales, marketing and management teams, and the growing productivity of our channel partner program. With our acquisition of Swivel Secure Europe, we have added critical mass in Europe, the Middle East and Asia (EMEA). Accordingly, we expect to see significant EMEA growth moving into 2023 now that our team has been fully trained on the value and capabilities of our extended line of solutions and services.”

 

 

Financial Results

 

Q3’22 revenues rose 6% to $1.4M vs. Q3’21 and year-to-date revenues increased 26% to $5.3M, with increased software license and service fees which were partially offset by lower hardware revenue in both 2022 periods.

 

Gross profit was $1.0M in Q3’22, flat from Q’21, due to higher cost of license fees as a result of third party-software required for Swivel Secure licenses, which offset revenue growth. Likewise, realized gross profit margin declined to 71% in Q3’22 from 77% in Q3’21.

 

Total operating expenses increased to $3.3M in Q3’22 from $2.0M in Q3’21, reflecting a $1.1M increase in selling, general and administrative (SG&A) expenses, and a $0.2M increase in research, development and engineering expenses. The SG&A increases included costs related to Swivel Secure operations, trade show expenses, share based compensation, travel, and wages and benefits for new employees. Higher research, development & engineering expenses were due to higher personnel costs, including consulting, wages, and benefits for new employees and product development, including the Q3 launch of significant enhancements and updates to the MobileAuth application.

 

BIO-key reported a Q3’22 net loss of $2.4M, or $0.29 per share, compared to a Q3’21 net loss of $1.0M, or $0.13 per share. The weighted average basic shares outstanding were approximately 8.1M in Q3’22 and 7.8M in Q3’21.

 

Financial Strength

 

As of September 30, 2022, BIO-key had current assets of $9.9M, including $2.8M of cash and cash equivalents, $1.8M of accounts receivable, and $4.9M of inventory. Stockholders’ Equity was $11.2M, or approximately $1.32 per share at quarter end.

 

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Conference Call Details

 

Date / Time: Tuesday, November 15th at 10 a.m. ET
   
Call Dial In #: 1-877-418-5460 U.S. or 1-412-717-9594 International
   
Live Webcast / Replay: Investor Webcast & Replay – Available for 3 months.
   
Audio Replay: 1-877-344-7529 U.S. or 1-412-317-0088 Int’l; code 8070313

 

 

About BIO-key International, Inc. (www.BIO-key.com)

 

BIO-key provides authentication technology for thousands of organizations and millions of users and is revolutionizing authentication with biometric-centric, multi-factor identity and access management (IAM) solutions, including PortalGuard that provides convenient and secure access to devices, information, applications, and high-value transactions. BIO-key's patented software and hardware solutions, with industry-leading biometric capabilities, enable large-scale on-premises and Identity-as-a-Service (IDaaS) solutions as well as customized enterprise and cloud solutions.

 

BIO-key Safe Harbor Statement

 

All statements contained in this press release other than statements of historical facts are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 (the "Act"). The words "estimate," "project," "intends," "expects," "anticipates," "believes" and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are made based on management's beliefs, as well as assumptions made by, and information currently available to, management pursuant to the "safe-harbor" provisions of the Act. These statements are not guarantees of future performance or events and are subject to risks and uncertainties that may cause actual results to differ materially from those included within or implied by such forward-looking statements. These risks and uncertainties include, without limitation, our history of losses and limited revenue; our ability to raise additional capital; our ability to protect our intellectual property; changes in business conditions; changes in our sales strategy and product development plans; changes in the marketplace; continued services of our executive management team; security breaches; competition in the biometric technology and identity access management industries; market acceptance of biometric products generally and our products under development; our ability to execute and deliver on contracts in Africa; our ability to expand into Asia, Africa, Europe, and other foreign markets; our ability to integrate the operations and personnel of Swivel Secure into our business; fluctuations in foreign currency exchange rates; the duration and severity of the current coronavirus COVID-19 pandemic and its effect on our business operations, sales cycles, personnel, and the geographic markets in which we operate;  the duration and extent of continued hostilities in Ukraine and its impact on our European customers, delays in the development of products and statements of assumption underlying any of the foregoing as well as other factors set forth under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2021 and other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to disclose any revision to these forward-looking statements whether as a result of new information, future events, or otherwise.

 

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Engage with BIO-key  
Facebook – Corporate: https://www.facebook.com/BIOkeyInternational/
LinkedIn – Corporate: https://www.linkedin.com/company/bio-key-international
Twitter – Corporate: @BIOkeyIntl
Twitter – Investors: @BIO_keyIR
StockTwits: BIO_keyIR

 

 

Media Contact Investor Contact
Erin Knapp William Jones, David Collins
Matter Communications Catalyst IR
[email protected] [email protected]
914-260-3158 212-924-9800

 

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BIO-KEY INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   

September 30,

2022

   

December 31,

2021

 
   

(Unaudited)

         

ASSETS

               

Cash and cash equivalents

  $ 2,774,617     $ 7,754,046  

Accounts receivable, net

    1,808,036       970,626  

Due from factor

    49,500       49,500  

Note receivable, net of allowance

    -       82,000  

Inventory

    4,892,667       4,940,660  

Prepaid expenses and other

    357,726       216,041  

Total current assets

    9,882,546       14,012,873  

Resalable software license rights

    41,286       48,752  

Investment – debt security, net

    262,821       452,821  

Equipment and leasehold improvements, net

    125,824       69,168  

Capitalized contract costs, net

    298,673       249,012  

Deposits and other assets

    8,712       8,712  

Note receivable, net of allowance

    146,000       113,000  

Operating lease right-of-use assets

    263,377       254,100  

Intangible assets, net

    1,799,074       1,298,077  

Goodwill

    2,197,698       1,262,526  

Total non-current assets

    5,143,465       3,756,168  

TOTAL ASSETS

  $ 15,026,011     $ 17,769,041  
                 

LIABILITIES

               

Accounts payable

  $ 1,068,571     $ 427,772  

Accrued liabilities

    875,903       828,997  

Earnout payable – Swivel acquisition

    500,000       -  

Government loan – BBVA Bank, current portion

    120,000       -  

Deferred revenue, current portion

    600,819       565,355  

Operating lease liabilities, current portion

    178,277       177,188  

Total current liabilities

    3,343,570       1,999,312  

Deferred revenue, net of current portion

    75,187       67,300  

Operating lease liabilities, net of current portion

    86,874       86,974  

Government loan – BBVA Bank, net of current portion

    321,872       -  

Total non-current liabilities

    483,933       154,274  

TOTAL LIABILITIES

    3,827,503       2,153,586  
                 

Commitments and Contingencies

               
                 

STOCKHOLDERS EQUITY

               
                 

Common stock — authorized, 170,000,000 shares; issued and outstanding; 8,452,621 and 7,853,759 of $.0001 par value at September 30, 2022 and December 31, 2021, respectively

    845       786  

Additional paid-in capital

    121,123,352       120,190,139  

Accumulated other comprehensive loss

    (229,350

)

    -  

Accumulated deficit

    (109,696,339

)

    (104,575,470

)

TOTAL STOCKHOLDERS EQUITY

    11,198,508       15,615,455  

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

  $ 15,026,011     $ 17,769,041  

 

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BIO-KEY INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

 

   

Three months ended

September 30,

   

Nine months ended

September 30,

 
   

2022

   

2021

   

2022

   

2021

 

Revenues

                               

Services

  $ 371,956     $ 318,500     $ 1,202,866     $ 985,163  

License fees

    918,260       870,459       3,540,592       2,011,610  

Hardware

    83,333       109,870       518,377       1,182,784  

Total revenues

    1,373,549       1,298,829       5,261,835       4,179,557  

Costs and other expenses

                               

Cost of services

    162,632       176,976       554,222       511,360  

Cost of license fees

    173,310       45,986       604,677       133,328  

Cost of hardware

    57,841       71,712       296,278       656,190  

Total costs and other expenses

    393,783       294,674       1,455,177       1,300,878  

Gross profit

    979,766       1,004,155       3,806,658       2,878,679  
                                 

Operating Expenses

                               

Selling, general and administrative

    2,510,706       1,385,534       6,315,277       4,276,016  

Research, development and engineering

    829,506       612,597       2,418,855       1,545,200  

Total Operating Expenses

    3,340,212       1,998,131       8,734,132       5,821,216  

Operating loss

    (2,360,446

)

    (993,976

)

    (4,927,474

)

    (2,942,537

)

Other income (expense)

                               

Interest income

    8       329       216       3,776  

Loss on foreign currency transactions

    -       -       -       (50,000

)

Investment-debt security reserve

    (40,000

)

    (30,000

)

    (190,000

)

    (30,000

)

Noncash interest expense

    -       -       -       (18,000

)

Interest expense

    (2,071

)

    -       (3,611

)

    -  

Total other income (expense), net

    (42,063

)

    (29,671

)

    (193,395

)

    (94,224

)

Net loss

  $ (2,402,509

)

  $ (1,023,647

)

  $ (5,120,869

)

  $ (3,036,761

)

                                 

Comprehensive loss:

                               

Net loss

  $ (2,402,509

)

  $ (1,023,647

)

  $ (5,120,869

)

  $ (3,036,761

)

Other comprehensive loss – Foreign currency translation adjustment

    (119,269

)

    -       (229,350

)

    -  

Net loss available to common stockholders

  $ (2,521,778

)

  $ (1,023,647

)

  $ (5,350,219

)

  $ (3,036,761

)

                                 

Basic and Diluted Loss per Common Share

  $ (0.29

)

  $ (0.13

)

  $ (0.64

)

  $ (0.39

)

                                 

Weighted Average Common Shares Outstanding:

                               

Basic and diluted

    8,148,848       7,790,778       8,054,207       7,788,734  

 

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