8-K/A
Vislink Technologies, Inc. (VISL)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(AmendmentNo. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): March 31, 2022 ****
VislinkTechnologies, Inc.
(Exactname of registrant as specified in its charter)
| Delaware | 001-35988 | 20-5856795 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
350Clark Drive, Suite 125
Mt.Olive, NJ 07828
(Addressof principal executive offices)
Registrant’stelephone number, including area code: (941) 953-9035
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:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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, par value $0.00001 per share | VISL | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
This Current Report on Form 8-K/A (the “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by Vislink Technologies, Inc. (the “Company” or “Vislink”) on March 31, 2022 (the “Original 8-K”). The Original 8-K was filed with the Securities and Exchange Commission to report the results of the Company’s operations for the quarter and year ended December 31, 2021, which were announced in a press release and presentation issued on March 31, 2022 and attached to the Original 8-K as Exhibit 99.1 and 99.2. The sole purpose of this Amendment is to correct numeric disclosures in the press release and presentation as set forth below. The Original Form 8-K otherwise remains unchanged.
Item2.02 Results of Operations and Financial Conditions.
On March 31, 2022, the Company issued a press release and presentation announcing the results of the Company’s operations for the quarter and year ended December 31, 2021. On April 5, 2022, the Company issued an updated press release with a correction relating to the establishment of a deferred tax liability related to the acquisition of Mobile Viewpoint B.V., the effect of which establishes a long-term liability and increases the amount of goodwill written off due to impairment. These corrections are reflected in the updated press release furnished as Exhibit 99.1 hereto. No corrections are required with respect to the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission on Thursday, March 31, 2022. The information contained in Item 2.02 of this Current Report on Form 8-K/A, including the press release and presentation, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, this information shall not be deemed incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.
Item7.01. Regulation FD Disclosure.
In connection with the matters referred to in Item 2.02, the Company has updated the presentation it made available during its earnings release conference call on April 1, 2022. A copy of the updated presentation is furnished herewith as Exhibit 99.2.
The furnishing of the attached presentation is not an admission as to the materiality of any information therein. The information contained in the slides is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the SEC and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.
The information in this Item 7.01 of this Current Report on Form 8-K/A and Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the updated presentation attached as Exhibit 99.2 to this Current Report shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
CautionaryNote Regarding Forward-Looking Statements
Certain statements in this communication and the Press Release and Presentation are forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995.
The updated press release and updated presentation contain forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Any statements, other than statements of historical fact included in the press release, including those regarding the Company’s strategy, future operations, future financial position, projected expenses, prospects, plans, objectives of management and financial reporting abilities, maintenance of new product pipeline and technical innovation, expected market opportunities across the Company’s market sectors, the effects of the COVID-19 pandemic, the sufficiency of the Company’s capital resources to fund the Company’s operations and any statements regarding future results are forward-looking statements. Vislink may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in any forward-looking statements such as the foregoing and you should not place undue reliance on such forward-looking statements. Such statements are based on management’s current expectations and involve risks and uncertainties, including those discussed in Vislink’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 31, 2022 and in subsequent filings with, or submissions to, the SEC.
The statements made in this Current Report on Form 8-K/A and the updated press release and updated presentation speak only as of the date stated herein, and subsequent events and developments may cause the Company’s expectations and beliefs to change. While the Company may elect to update these forward-looking statements publicly at some point in the future, the Company specifically disclaims any obligation to do so, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s views as of any date after the date stated herein.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Amended<br> Press Release of the Company, dated as of April 5, 2022 |
| 99.2 | Amended<br> Presentation, dated as of April 5, 2022 |
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.
| VISLINK TECHNOLOGIES, INC. | ||
|---|---|---|
| Date:<br> April 5, 2022 | ||
| By: | /s/ Carleton M. Miller | |
| Name: | Carleton<br> M. Miller | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
Correctionof Press Release Announcing Vislink
FullYear 2021 Results
Mt.Olive, NJ — April 5, 2022 — Vislink (Nasdaq: VISL), a global technology leader in the capture, delivery and management of high quality, live video and associated data in the media & entertainment, law enforcement and defense markets, today announced a correction of its earnings press release issued on Thursday, March 31, 2022 entitled “Vislink Reports Full Year 2021 Financial Results.”
The correction relates to the establishment of a deferred tax liability related to the acquisition of Mobile Viewpoint, the effect of which establishes a long-term liability and increases the amount of goodwill written off due to impairment. These corrections are reflected in the Financial Update and financial statements below. No corrections are required with respect to the Annual Report on Form 10-K as filed with the Securities and Exchange Commission on Thursday, March 31, 2022.
FinancialUpdate:
| ● | For<br> the year ended December 31, 2021, revenue was $33.8 million, compared to $22.9 million for the year ended December 31, 2020. |
|---|---|
| ● | Gross<br> margins were 55.2% of revenue for the year ended December 31, 2021, compared to 39.4% of revenue for the year ended December 31,<br> 2020. |
| ● | For<br> the year ended December 31, 2021, net loss attributable to common shareholders was $16.4 million, or $(0.38) per share, compared<br> to net loss of $17.6 million, or $(1.19) per share for the year ended December 31, 2020. |
| ● | Non-recurring<br> items accounted for $14.5 million of the $16.4 million net loss. These included the following: |
| ○ | Two<br> non-cash items, a write-off of goodwill necessitated by accounting rules, and a charge for the value of vested options and restricted<br> shares associated with the company’s long-term employee incentive plan, together represented $12.9 million, or $(0.30) per<br> share. |
| --- | --- |
| ○ | One-time<br> advisory fees associated with the Mobile Viewpoint acquisition represented $1.6 million, or $(0.04) per share. |
| ● | EBITDA<br> (earnings before interest, taxes depreciation and amortization) for December 31, 2021 was negative $15 million compared to negative<br> $16 million for the year ended December 31, 2020. |
|---|---|
| ● | Ended<br> the fourth quarter 2021 with $36.2 million in cash, compared to $5.2 million at the end of the fourth quarter of 2020. |
Non-GAAPFinancial Measure: EBITDA
To supplement our financial results presented in accordance with Generally Accepted Accounting Principles (GAAP), we are presenting EBITDA in this earning release and the related earning conference call. EBITDA is a non-GAAP financial measure that is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies. We define EBITDA as our net income (loss), excluding the impact of depreciation and amortization expense and interest income (expense). We have presented EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our operating performance, to establish budgets and to develop operational goals for managing our business. In particular, we believe that excluding the impact of these expenses in calculating EBITDA can provide a useful measure for period-to-period comparisons of our core operating performance.
AboutVislink Technologies, Inc.
Vislink is a global technology business specializing in the collection, delivery, and management of high quality, live video and associated data from the scene of the action to the viewing screen. For the broadcast markets, Vislink provides solutions for the collection of live news, sports, and entertainment events. Vislink also furnishes the surveillance and defense markets with real-time video intelligence solutions using a variety of tailored transmission products. The Vislink team also provides professional and technical services utilizing a staff of technology experts with decades of applied knowledge and real-world experience to the areas of a terrestrial microwave, satellite, fiber optic, surveillance, and wireless communications systems, to deliver a broad spectrum of customer solutions. Vislink’s shares of Common Stock are publicly traded on the Nasdaq Capital Market under the ticker symbol “VISL.” For more information, visit www.vislink.com.
Noteon Forward-looking Statements
Certain statements in this press release are forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. This press release contains forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Any statements, other than statements of historical fact included in this press release, including those regarding the Company’s strategy, future operations, future financial position, projected expenses, prospects, plans, objectives of management, new capabilities, product and solutions launches, expected contract values, acquisitions integration, and expected market opportunities across the Company’s operating segments, the effects of the COVID-19 pandemic, the sufficiency of the Company’s capital resources to fund the Company’s operations and any statements regarding future results are forward-looking statements. Vislink may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in any forward-looking statements such as the foregoing and you should not place undue reliance on such forward-looking statements. Such statements are based on management’s current expectations and involve risks and uncertainties, including those discussed in Vislink’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 31, 2022 and in subsequent filings with, or submissions to, the SEC.
The statements made in this press release speak only as of the date stated herein, and subsequent events and developments may cause the Company’s expectations and beliefs to change. While the Company may elect to update these forward-looking statements publicly at some point in the future, the Company specifically disclaims any obligation to do so, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s views as of any date after the date stated herein.
Contacts
InvestorRelations:
investors@vislink.com
MediaRelations:
Charlotte van Hertum
Charlotte.vanhertum@vislink.com
VISLINKTECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATEDSTATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(INTHOUSANDS EXCEPT NET LOSS PER SHARE DATA)
| For the Years Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, | ||||||
| 2021 | 2020 | |||||
| Revenue, net | $ | 33,882 | $ | 22,882 | ||
| Cost of Revenue and operating expenses | ||||||
| Cost of components and personnel | 15,164 | 13,867 | ||||
| Inventory valuation adjustments | 843 | 415 | ||||
| General and administrative expenses | 22,039 | 17,024 | ||||
| Gain on lease termination | — | (21 | ) | |||
| Research and development | 3,051 | 2,698 | ||||
| Loss on the abandonment of property and equipment | — | 680 | ||||
| Impairment of inventory | — | 3,801 | ||||
| Impairment of right-of-use assets | — | 895 | ||||
| Impairment of goodwill | 9,189 | — | ||||
| Amortization and depreciation | 1,343 | 1,411 | ||||
| Total cost of revenue and operating expenses | 51,629 | 40,770 | ||||
| Loss from operations | (17,747 | ) | (17,888 | ) | ||
| Other income (expenses) | ||||||
| Changes in fair value of derivative liabilities | 22 | 8 | ||||
| Gain on settlement of related party obligations | — | 331 | ||||
| Gain on settlement of debt | 1,362 | 90 | ||||
| Other income | — | 5 | ||||
| Interest expense, net | (29 | ) | (121 | ) | ||
| Total other income (expenses) | 1,355 | 313 | ||||
| Net loss | $ | (16,392 | ) | $ | (17,575 | ) |
| Basic and diluted loss per share | $ | (0.38 | ) | $ | (1.19 | ) |
| Weighted average number of shares outstanding: | ||||||
| Basic and Diluted | 43,484 | 14,811 | ||||
| Comprehensive loss: | ||||||
| Net loss | $ | (16,392 | ) | $ | (17,575 | ) |
| Unrealized loss on currency translation adjustment | (445 | ) | (59 | ) | ||
| Comprehensive loss | $ | (16,837 | ) | $ | (17,634 | ) |
The accompanying notes are an integral part of these consolidated financial statements.
VISLINKTECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATEDBALANCE SHEETS
(INTHOUSANDS EXCEPT SHARE AND PER SHARE DATA)
| 2020 | |||||
| ASSETS | |||||
| Current assets | |||||
| Cash | 36,231 | $ | 5,190 | ||
| Accounts receivable, net | 9,069 | 4,525 | |||
| Inventories, net | 11,894 | 5,986 | |||
| Prepaid expenses and other current assets | 2,470 | 814 | |||
| Total current assets | 59,664 | 16,515 | |||
| Right of use assets, operating leases | 1,362 | 1,077 | |||
| Property and equipment, net | 1,173 | 1,138 | |||
| Intangible assets, net | 5,921 | 1,921 | |||
| Total assets | 68,120 | $ | 20,651 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities | |||||
| Accounts payable | 3,075 | $ | 4,104 | ||
| Accrued expenses | 3,155 | 2,340 | |||
| Notes payable | 99 | 25 | |||
| Current portion of the PPP loan | — | 905 | |||
| Operating lease obligations, current | 560 | 475 | |||
| Due to related parties | — | — | |||
| Customer deposits and deferred revenue | 2,113 | 975 | |||
| Derivative liabilities | — | 22 | |||
| Total current liabilities | 9,002 | 8,846 | |||
| Long-term portion of PPP loan | — | 263 | |||
| Operating lease obligations, net of current portion | 1,507 | 1,545 | |||
| Deferred tax liabilities | 978 | — | |||
| Total liabilities | 11,487 | 10,654 | |||
| Commitments and contingencies (See Note 17) | |||||
| Stockholders’ equity | |||||
| Preferred stock – 0.00001 par value per share: 10,000,000 shares authorized at December 31, 2021 and 2020; -0- shares issued and outstanding as of December 31, 2021 and 2020 | — | — | |||
| Common stock, – 0.00001 par value per share, 100,000,000 shares authorized, 45,825,089 and 21,382,290 shares issued and 45,822,430 and 21,379,631 outstanding at December 31, 2021 and 2020, respectively | — | — | |||
| Additional paid-in capital | 343,746 | 280,273 | |||
| Accumulated other comprehensive income | (297 | ) | 148 | ||
| Treasury stock, at cost – 2,659 shares as of December 31, 2021 and 2020, respectively | (277 | ) | (277 | ) | |
| Accumulated deficit | (286,529 | ) | (270,147 | ) | |
| Total stockholders’ equity | 56,633 | 9,997 | |||
| Total liabilities and stockholders’ equity | 68,120 | $ | 20,651 |
All values are in US Dollars.
The accompanying notes are an integral part of these consolidated financial statements.
Reconciliationof GAAP to Non-GAAP Results
VISLINKTECHNOLOGIES, INC.
RECONCILIATIONOF GAAP to NON-GAAP RESULTSYEAR ENDING DECEMBER 31, 2021(IN THOUSANDS)
| Reconciliation of net income to EBITDA | |||
|---|---|---|---|
| Net loss | $ | (16,392 | ) |
| Interest expense | (29 | ) | |
| Amortization and depreciation | 1,343 | ||
| EBITDA | $ | (15,020 | ) |
Exhibit99.2
