8-K
Vislink Technologies, Inc. (VISL)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM8-K
CURRENTREPORT
Pursuantto Section 13 or 15(d)
ofthe Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): May 17, 2021
VislinkTechnologies, Inc.
(Exactname of registrant as specified in its charter)
| Delaware | 001-35988 | 20-5856795 |
|---|---|---|
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
101Bilby Road, Suite 15, Building 2
Hackettstown,NJ 07840
(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. [ ]
| Item 2.02 | Results of Operations and Financial Conditions. |
|---|
On May 17, 2021, Vislink Technologies, Inc. (the “Company” or “Vislink”) issued a press release, a copy of which is furnished herewith as Exhibit 99.1, announcing the Company’s financial results for the quarter ended March 31, 2021 (the “Press Release”).
The information contained in Item 2.02 of this Current Report on Form 8-K, including the Press Release, 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.
CautionaryNote Regarding Forward-Looking Statements
Certain statements in this communication and the 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.
The 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 the Press Release, including those regarding the Company’s strategy, future operations, future financial position, effects of any contemplated cost-savings measures, changes to its product offerings or changes to its lines of business, projected expenses, prospects, plans, objectives of management, new product launches, expected contract values, 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, 2020, filed with the SEC on April 15, 2021 and in subsequent filings with, or submissions to, the SEC.
The statements made in this Current Report on Form 8-K and the 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.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release of the Company, dated as of May 17, 2021 |
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>May 17, 2021 | ||
| By: | /s/ Carleton M. Miller | |
| Name: | Carleton<br> M. Miller | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
VislinkReports First Quarter 2021 Financial Results
HACKETTSTOWN,NJ — May 17, 2021 — Vislink (“the “Company”) (Nasdaq: VISL), a global technology leader in the collection, delivery and management of high quality live video and associated data, reported financial results for the quarter ended March 31, 2021. Company management will host a live webcast on Tuesday, May 18, 2021 at approximately 9:00 a.m. ET to review the Company’s financial and operating results and provide a general business update (see webcast details below).
Q12021 Business Update:
| ● | Officially<br> launched Quantum IP-native wireless camera receiver, which provides high-reliability reception from wireless camera transmitters<br> and creates more efficient workflows by incorporating IP connectivity at the heart of live video production. |
|---|---|
| ● | Officially<br> launched IP Link 3.0, a new ATSC 3.0 advanced studio-transmitter link system that can enable broadcasting service platforms to access<br> new avenues for monetization. |
| ● | Received<br> an order as a partner with Technical Services Group (TSG) on a project valued at approximately $2.8 million to upgrade the statewide<br> microwave distribution system for Alabama Public Television (APT). The project will deliver support for ATSC 3.0 transmission standards<br> and will require an upgrade of 30 locations using Vislink bi-directional, high-speed IP components. |
| ● | Received<br> an order valued at over $4 million from the U.S. Department of Defense for the supply of handheld intelligence, surveillance and<br> reconnaissance (ISR) receiver devices and accessories. This represents yet another order by the U.S. armed forces for ruggedized<br> and lightweight receivers which are designed to display high-resolution, real-time video imagery transmitted by aerial platforms. |
| ● | Announced<br> latest contract in the Middle East with Asharq News, a Pan Arab 24/7 television network and dedicated digital platform that provides<br> an Arabic-language variety of news and information. |
FinancialUpdate:
| ● | First<br> quarter 2021 revenues were $4.1 million compared to $5.4 million in the first quarter of 2020. |
|---|---|
| ● | Gross<br> margins were 46% of revenue in the first quarter of 2021, compared to 47% of revenue in the first quarter of 2020. |
| ● | In<br> the first quarter of 2021, net loss was $2.7 million, or $(0.07) per share, compared to net loss of $4.4 million, or $(0.54) per<br> share in the first quarter of 2020. |
| ● | EBITDA<br> (earnings before interest, taxes depreciation and amortization) for the three months ended March 31, 2021 was negative $2.4 million<br> compared to negative $3.9 million for the three months ended March 31, 2020. |
| ● | Ended<br> the first quarter of 2021 with $60 million in cash and cash equivalents, compared to $5.2 million at December 31, 2020. |
“In the first quarter of 2021, we started to realize revenue from projects that had been delayed or cancelled because of the COVID-19 pandemic,” said Carleton Miller, CEO of Vislink. “Among our notable wins was being selected as a project supplier to upgrade Alabama Public Television, where we will debut IP Link 3.0 in its first major deployment, as well as a U.S. Department of Defense order we received for our ruggedized and lightweight video communications equipment. We also launched the Quantum wireless camera receiver, which is in the process of shipping and is expected to be deployed at many tier-1 events this summer. Both products have healthy sales pipelines and will contribute to our plan to introduce more new products this year than we have in the last five.”
Mr. Miller continued, “Despite the lower revenues recorded in the first quarter, the significant cost and operational improvements we have executed resulted in a substantially narrower loss, while positioning us for better outcomes as business increases. Notably, we continue to see significantly higher quoting activity for new projects, as live in-person sports and entertainment events are reopening. As a sign of our business returning to normal, our bookings to date are higher than in all of 2020. As the vast majority of orders being placed are for delivery in the 2021 timeframe, this portends well for closing new business over the upcoming quarters.”
Mr. Miller concluded, “We are very encouraged that we see considerable opportunities to maximize revenues, regrow our business and deliver shareholder value during the rest of the year and beyond.”
FinancialResults Webcast Details
On Tuesday, May 18, 2021, Vislink’s CEO, Carleton Miller, and CFO, Michael Bond, will host a webcast at approximately 9:00 a.m. ET to review the Company’s financial and operating results and provide a general business update. This webcast will be live at https://services.choruscall.com/mediaframe/webcast.html?webcastid=Nb09UYok. Investors will be able to submit questions during the webcast.
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 product launches, expected contract values 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, 2020, filed with the SEC on April 15, 2021 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
**Investor Relations:**Phil Carlson
KCSA Strategic Communications
vislink@kcsa.com
**MediaRelations:**Anthony Feldman / Jenny Robles
KCSA Strategic Communications
vislink@kcsa.com
VISLINKTECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATEDSTATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(INTHOUSANDS EXCEPT NET LOSS PER SHARE DATA)
| For the Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31, | ||||||
| 2021 | 2020 | |||||
| Revenue, net | $ | 4,090 | $ | 5,352 | ||
| Cost of revenue and operating expenses | ||||||
| Cost of components and personnel | 2,207 | 2,821 | ||||
| Inventory valuation adjustments | 152 | 25 | ||||
| General and administrative expenses | 3,647 | 6,200 | ||||
| Gain on lease termination | — | (21 | ) | |||
| Research and development expenses | 602 | 656 | ||||
| Amortization and depreciation | 261 | 423 | ||||
| Total cost of revenue and operating expenses | 6,869 | 10,104 | ||||
| Loss from operations | (2,779 | ) | (4,752 | ) | ||
| Other (expense) income | ||||||
| Changes in fair value of derivative liabilities | (78 | ) | 17 | |||
| Gain on settlement of related party obligation | — | 331 | ||||
| Gain on settlement of debt | 194 | — | ||||
| Other income | 1 | — | ||||
| Interest expense | (5 | ) | (26 | ) | ||
| Total other (expense) income | 112 | 332 | ||||
| Net loss | $ | (2,667 | ) | $ | (4,430 | ) |
| Basic and diluted loss per share | $ | (0.07 | ) | $ | (0.54 | ) |
| Weighted average number of shares outstanding: | ||||||
| Basic and diluted | 36,591 | 8,116 | ||||
| Comprehensive loss: | ||||||
| Net loss | $ | (2,667 | ) | $ | (4,430 | ) |
| Unrealized (loss) gain on currency translation adjustment | (43 | ) | 277 | |||
| Comprehensive loss | $ | (2,710 | ) | $ | (4,153 | ) |
VISLINKTECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATEDBALANCE SHEETS
(INTHOUSANDS EXCEPT SHARE AND PER SHARE DATA)
| December 31, | |||||
|---|---|---|---|---|---|
| 2020 | |||||
| ASSETS | |||||
| Current assets | |||||
| Cash | 59,877 | $ | 5,190 | ||
| Accounts receivable, net | 3,393 | 4,525 | |||
| Inventories, net | 8,253 | 5,986 | |||
| Prepaid expenses and other current assets | 1,262 | 814 | |||
| Total current assets | 72,785 | 16,515 | |||
| Right of use assets, operating leases | 1,023 | 1,077 | |||
| Property and equipment, net | 1,134 | 1,138 | |||
| Intangible assets, net | 1,711 | 1,921 | |||
| Total assets | 76,653 | $ | 20,651 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities | |||||
| Accounts payable | 2,896 | $ | 4,104 | ||
| Accrued expenses | 2,267 | 2,340 | |||
| Notes payable | — | 25 | |||
| Current portion of PPP loan | 1,168 | 905 | |||
| Operating lease obligations, current | 481 | 475 | |||
| Customer deposits and deferred revenue | 1,806 | 975 | |||
| Derivative liabilities | 100 | 22 | |||
| Total current liabilities | 8,718 | 8,846 | |||
| Long-term portion of PPP loan | — | 263 | |||
| Operating lease obligations, net of current portion | 1,441 | 1,545 | |||
| Total liabilities | 10,159 | 10,654 | |||
| Commitments and contingencies (See Note 9) | |||||
| Stockholders’ equity | |||||
| Preferred stock – 0.00001 par value per share: 10,000,000 shares authorized at December 31, 2020 and 2019; -0- shares issued and outstanding as of December 31, 2020 and 2019 | — | — | |||
| Common stock – 0.00001 par value per share, 100,000,000 shares authorized, 45,652,249 and 21,382,290 shares issued and 45,649,590 and 21,379,631 outstanding as of March 31, 2021 and December 31, 2020, respectively | — | — | |||
| Additional paid-in capital | 339,480 | 280,273 | |||
| Accumulated other comprehensive income | 105 | 148 | |||
| Treasury stock, at cost – 2,659 shares at March 31, 2021 and December 31, 2020, respectively | (277 | ) | (277 | ) | |
| Accumulated deficit | (272,814 | ) | (270,147 | ) | |
| Total stockholders’ equity | 66,494 | 9,997 | |||
| Total liabilities and stockholders’ equity | 76,653 | $ | 20,651 |
All values are in US Dollars.
Reconciliationof GAAP to Non-GAAP Metrics
VISLINKTECHNOLOGIES, INC.
RECONCILIATIONOF GAAP to NON-GAAP RESULTSQUARTER ENDING MARCH 31, 2021(IN THOUSANDS)
| Reconciliation of net income to EBITDA | |||
|---|---|---|---|
| Net loss | $ | (2,667 | ) |
| interest expense | (5 | ) | |
| Amortization and depreciation | 261 | ||
| EBITDA | $ | (2,401 | ) |