8-K
BIO KEY INTERNATIONAL INC (BKYI)
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): March 31, 2023
| BIO-key International, Inc.<br><br> <br>(Exact name of registrant as specified in its charter) | ||
|---|---|---|
| Delaware<br><br> <br>(State or other jurisdiction of incorporation) | 1-13463<br><br> <br>(Commission File Number) | 41-1741861<br><br> <br>(I.R.S. Employer Identification No.) |
| --- | --- | --- |
| 3349 Highway 138 , Building A, Suite E<br><br> <br>Wall , NJ 07719<br><br> <br>(Address of principal executive offices) | ||
| --- | ||
| (732) 359-1100<br><br> <br>(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)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c)) |
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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 March 31, 2023, BIO-key International, Inc. (the “Company”) issued a press release announcing its financial results for its fourth quarter and the fiscal year 2022. A copy of the press release issued by the Company on March 31, 2023 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<br><br> <br><br><br> <br>104 | Press Release, dated March 31, 2023, issued by the Company.<br><br> <br><br><br> <br>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: March 31, 2023 | ||
| By: | /s/ Cecilia C. Welch | |
| Cecilia C. Welch | ||
| Chief Financial Officer |
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated March 31, 2023 issued by the Company. |
ex_495616.htm
Exhibit 99.1
Cybersecurity Solutions Provider BIO-key’s 2022 Revenues Increased 37% to $7.0M
Reflecting Growing Base of Annual Recurring Revenue; Investor Call Today at 10am ET
Expects record quarterly revenue in Q1 2023
WALL, NJ – March 31, 2023 - BIO-key® International, Inc. (Nasdaq: BKYI), an innovative provider of workforce and customer Identity and Access management (IAM) and Identity-Bound Biometric (IBB) solutions, today reported results for its fourth quarter (Q4’22) and year ended December 31, 2022 (FY’22). BIO-key will host an investor call today at 10:00 a.m. ET (details below) to review its results and outlook.
Highlights:
| ● | Q4’22 revenues grew 88% to $1.7M and FY’22 revenues increased 37% to $7.0M, reflecting increasing software and services revenues, partially offset by lower hardware revenue in both periods. |
|---|---|
| ● | Continued strength in higher education franchise, **** including recent IAM deployments with the University of Georgia’s Abraham Baldwin Agricultural College; National Louis University; and California’s Santa Rosa Junior College. |
| --- | --- |
| ● | Growth in government sector customer base, including recent deployments with Orleans County, NY; Robeson County, NC; several Florida county governments; and six other county governments across the US. |
| --- | --- |
| ● | Significant expansion of distribution partner network in FY’22 and early 2023. New partnerships include BeyondTrust; Bravanta Group; Progeso Networks & Security; and public-sector partner SYNNEX. |
| --- | --- |
| ● | Growth in enterprise customer base in FY’22, including adding a large Southwest US Auto Group in Q4. |
| --- | --- |
| ● | Launched****Mobile Authenticator App (MobileAuth) **** in 2022, **** featuring both server-secured and on-device multi-biometrics, as well as additional IAM innovations at recent Gartner IAM Summit. |
| --- | --- |
BIO-key Chairman & CEO Michael DePasquale commented, “BIO-key closed 2022 with solid revenue growth that enabled us to achieve full-year revenues of $7 million and hit the low end of our revenue guidance. We made significant progress building our customer footprint in 2022, expanding our base of high-margin, annual recurring revenue and increasing global awareness our solutions. With PortalGuard in the U.S. and Swivel Secure in Europe and the Middle East, we now serve over 600 customers around the world. Our business model is predominately software-as-a service (SaaS) or subscription, and the vast majority of our new business is partner based, reflecting the focus and strength of our sales model.
“Our net loss increased due to expenses associated with the acquisition of Swivel Secure Europe in March; our PortalGuard IDaaS marketing build; the continued development of enhanced features for PortalGuard and MobileAuth; and related personnel costs. In response, we have taken steps to streamline our headcount and overhead and are actively working to reduce our hardware inventories, which will have a positive impact in moving the company toward profitability in 2023.
“During 2022, we reported increased revenues in North America, Europe, the Middle East, South America, and Asia, but not in Africa, where continued delays in the rollout of government sponsored national ID programs have impacted our progress. We expect continued growth on a global basis in 2023 and are cautiously optimistic regarding the potential for forward movement in Africa.
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“Innovation remains key to our business growth and success, as we continue to enhance our offerings of password-less and mobile IAM solutions that incorporate our proprietary Identity-Bound Biometrics (IBB) capabilities. 2022 milestones included launching our Mobile Authenticator App, to support server-secured and on-device multi-factor authentication, and introducing an enhanced admin panel for our PortalGuard, Identity-as-a-Service (IDaaS) platform.
“Our PortalGuard IDaaS franchise continues to expand across higher education, county governments, and enterprises. Customers prefer this highly efficient, cost-effective solution that delivers scalable, secure and easy to deploy user access – both on-site and off-site.
“To enhance the global awareness and reach of our solutions and brand, we have expanded our direct sales team, supported by traditional and digital marketing. As part of a management transition announced in January 2023, we hired Galen Rodgers as VP of Channels and Chad Carter as VP of Sales in North America, each of whom has more than two decades of industry sales experience with larger organizations in our field.
“With cybersecurity challenges accelerating at an unprecedented rate, industry forecasts suggest record level spending in 2023. Nearly a third of organizations have launched passwordless solutions, up from 22% last year, leaving substantial untapped opportunities for BIO-key. We believe our password-less multi-factor solutions with identity-bound biometrics, offer a unique and cost-effective solution for organizations across most verticals and use cases. Our global footprint of direct sales and distribution partner resources have developed a significant pipeline of sales projects and prospects, while also positioning us to pursue new opportunities.
Outlook
“The company is off to a strong start in 2023 and we expect that Q1’23 will significantly exceed revenue reported for our strongest quarter in 2022. Q1 results should also reflect a sequential decrease in overhead expenses vs. Q4’22. Reflecting this momentum, our expanded solutions set and distribution reach, as well as our sales pipeline, we are confident that 2023 will be a period of substantial top-line growth and bottom-line improvement. Supporting our outlook is our growing base of high-margin, contracted annual recurring revenues, which we estimated to be approximately $7M million per year at the beginning of 2023.”
Financial Results
Please note that the audit of our 2022 financial statements has not been completed as of the date of this press release and the financial statements and financial information provided below have not been finalized and are subject to change.
FY’22 revenue increased 37% to $7.0M from $5.1M in FY’21, due primarily to the acquisition of Swivel Secure Europe in March of 2022 and higher software license and service fees, partially offset by lower hardware sales. Q4’22 revenue increased 88% to $1.76M from $0.93M in Q4’21, also due to the acquisition and strength in software license fees and services revenue.
Gross profit rose to $5.0M in FY’22 versus $3.4M in FY’21 due to sales growth and a higher realized gross margin. FY’22 gross margin improved to 70.9% from 67.3% in FY’21, benefitting from a revenue mix that included more software revenue and less hardware revenue than in FY’21.
Total FY’22 operating expenses of $14.7M (vs. $8.4M in FY’21) included a non-cash impairment charge for goodwill of $1.8M, as well as increases in SG&A and Research, Development and Engineering expenses. The SG&A increase included marketing expenses, legal, professional and other fees and expenses incurred in connection with the acquisition of Swivel Secure and our secured loan financing, as well as bad debt expense and an allowance for doubtful accounts in Q4. Higher research, development & engineering expenses were due to increased personnel costs, including consulting, wages, and benefits for new employees and for continued product development, including the Q3 launch of significant enhancements for BIO-key’s MobileAuth application. As mentioned above, we have undertaken a number of expense reduction initiatives that will reduce our overall expenses in FY 2023.
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Reflecting the impairment charge and higher overhead expenses in FY’22, BIO-key reported a net loss of $10.2M, or $1.26 per share vs. $5.1M, or $0.65 per share in FY’21. Q4’22 net loss was $5.1M, or $0.62 per share, compared to $2.0M, or $0.26 per share in Q4’21.
Balance Sheet
At year-end 2022, BIO-key had current assets of $9.4M, including $2.6M of cash and cash equivalents, $1.5M of accounts receivable, and $4.8M of inventory. The company had a current note payable and current portion of loans due totaling $2.2M.
Conference Call Details
| Date / Time: | Today, March 31^st^ at 10 a.m. ET |
|---|---|
| Call Dial In #: | 1-877-418-5460 U.S. or 1-412-717-9594 International |
| Live Webcast / Replay: | Webcast & Replay Link – Available for 3 months. |
| Audio Replay: | 1-877-344-7529 U.S. or 1-412-317-0088 Int’l; code 9611876 |
**About BIO-key International, Inc. (**www.BIO-key.com)
BIO-key is revolutionizing authentication and cybersecurity with biometric-centric, multi-factor identity and access management (IAM) software managing millions of users. Its cloud-based PortalGuard IAM solution provides cost-effective, easy to deploy, convenient and secure access to devices, information, applications, and high-value transactions. BIO-key's patented software and hardware solutions, with industry-leading Identity-Bound Biometric (IBB) capabilities, enable large-scale Identity-as-a-Service (IDaaS) solutions, as well as customized on premises 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 industry; 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 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; 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.
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 |
Investor Contacts
William Jones, David Collins
Catalyst IR
BKYI@catalyst-ir.com
212-924-9800
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BIO-key International, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three months ended<br><br> <br>December 31, | Years ended<br><br> <br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Revenues | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Services | $ | 586,854 | $ | 288,191 | $ | 1,789,720 | $ | 1,273,354 | ||||
| License fees | 1,043,460 | 544,199 | 4,584,052 | 2,555,809 | ||||||||
| Hardware | 128,109 | 102,542 | 646,486 | 1,285,326 | ||||||||
| Total revenues | 1,758,423 | 934,932 | 7,020,258 | 5,114,489 | ||||||||
| Costs and other expenses | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Cost of services | 167,930 | 174,815 | 722,152 | 686,175 | ||||||||
| Cost of license fees | 301,740 | 49,871 | 906,417 | 183,199 | ||||||||
| Cost of hardware | 114,723 | 147,365 | 411,001 | 803,555 | ||||||||
| Total costs and other expenses | 584,393 | 372,051 | 2,039,570 | 1,672,929 | ||||||||
| Gross profit | 1,174,030 | 562,881 | 4,980,688 | 3,441,560 | ||||||||
| Operating Expenses | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Selling, general and administrative | 3,326,923 | 1,752,344 | 9,642,200 | 6,028,360 | ||||||||
| Research, development and engineering | 833,381 | 809,856 | 3,252,236 | 2,355,056 | ||||||||
| Impairment of goodwill | 1,776,478 | - | 1,776,478 | - | ||||||||
| Total Operating Expenses | 5,936,782 | 2,562,200 | 14,670,914 | 8,383,416 | ||||||||
| Operating Loss | (4,762,752 | ) | (1,999,319 | ) | (9,690,226 | ) | (4,941,856 | ) | ||||
| Other income (expense) | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Interest income | 17 | 299 | 233 | 4,075 | ||||||||
| Loss on foreign currency transactions | (58,677 | ) | - | (58,677 | ) | (50,000 | ) | |||||
| Investment-debt security reserve | (262,821 | ) | (30,000 | ) | (452,821 | ) | (60,000 | ) | ||||
| Noncash interest expense | (19,488 | ) | - | (19,488 | ) | (18,000 | ) | |||||
| Interest expense | (6,851 | ) | - | (10,462 | ) | - | ||||||
| Total other income (expense), net | (347,820 | ) | (29,701 | ) | (541,215 | ) | (123,925 | ) | ||||
| Net loss | $ | (5,110,572 | ) | $ | (2,029,020 | ) | $ | (10,231,441 | ) | (5,065,781 | ) | |
| Comprehensive loss: | ||||||||||||
| Net loss | $ | (5,110,572 | ) | $ | (2,029,020 | ) | $ | (10,231,441 | ) | $ | (5,065,781 | ) |
| Other comprehensive loss – Foreign currency translation adjustment | (13,252 | ) | - | (242,602 | ) | - | ||||||
| Net loss available to common stockholders | $ | (5,123,824 | ) | $ | (2,029,020 | ) | $ | (10,474,043 | ) | $ | (5,065,781 | ) |
| Basic and Diluted Loss per Common Share | $ | (0.62 | ) | $ | (0.26 | ) | $ | (1.26 | ) | $ | (0.65 | ) |
| Weighted Average Common Shares Outstanding: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Basic and diluted | 8,229,687 | 7,797,573 | 8,100,785 | 7,791,741 |
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BIO-key International, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| 2021 | |||||
| ASSETS | **** | **** | **** | **** | **** |
| Cash and cash equivalents | 2,635,522 | $ | 7,754,046 | ||
| Accounts receivable, net | 1,522,784 | 970,626 | |||
| Due from factor | 49,500 | 49,500 | |||
| Note receivable, net of allowance | - | 82,000 | |||
| Inventory | 4,834,369 | 4,940,660 | |||
| Prepaid expenses and other | 327,045 | 216,041 | |||
| Total current assets | 9,369,220 | 14,012,873 | |||
| Resalable software license rights | 38,811 | 48,752 | |||
| Investment – debt security, net | - | 452,821 | |||
| Equipment and leasehold improvements, net | 107,413 | 69,168 | |||
| Capitalized contract costs, net | 283,069 | 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 | 197,355 | 254,100 | |||
| Intangible assets, net | 1,762,825 | 1,298,077 | |||
| Goodwill | - | 1,262,526 | |||
| Total non-current assets | 2,544,185 | 3,756,168 | |||
| TOTAL ASSETS | 11,913,405 | $ | 17,769,041 | ||
| LIABILITIES | **** | **** | **** | **** | **** |
| Accounts payable | 1,108,279 | $ | 427,772 | ||
| Accrued liabilities | 1,009,123 | 828,997 | |||
| Note payable, net of debt discount | 1,577,172 | - | |||
| Government loan – BBVA Bank, current portion | 326,767 | - | |||
| Deferred revenue - current | 462,418 | 565,355 | |||
| Operating lease liabilities, current portion | 159,665 | 177,188 | |||
| Total current liabilities | 4,643,424 | 1,999,312 | |||
| Deferred revenue, net of current portion | 52,134 | 67,300 | |||
| Government loan – BBVA Bank, net of current portion | 120,000 | - | |||
| Operating lease liabilities, net of current portion | 37,829 | 86,974 | |||
| Total non-current liabilities | 209,963 | 154,274 | |||
| TOTAL LIABILITIES | 4,853,387 | 2,153,586 | |||
| Commitments | |||||
| STOCKHOLDERS’ EQUITY | **** | **** | **** | **** | **** |
| Common stock — authorized, 170,000,000 shares; issued and outstanding; 9,190,504 and 7,853,759 of .0001 par value at December 31, 2022 and December 31, 2021, respectively | 919 | 786 | |||
| Additional paid-in capital | 122,108,612 | 120,190,19 | |||
| Accumulated other comprehensive loss | (242,602 | ) | - | ||
| Accumulated deficit | (114,806,911 | ) | (104,575,470 | ) | |
| TOTAL STOCKHOLDERS’ EQUITY | 7,060,018 | 15,615,455 | |||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 11,913,405 | $ | 17,769,041 |
All values are in US Dollars.
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