Vislink Technologies, Inc 8-K, filed Mar 27, 2023
Vislink Technologies, Inc. (VISL)
About this 8-K
Vislink Technologies, Inc filed this 8-K on March 27, 2023.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.02: Financial results
- Item 3.03: Change to shareholders' rights
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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 1.01 Entry Into a Material Definitive Agreement.
The information relating to the Separation Agreement set forth in Item 5.02(b) below is incorporated by reference into this Item 1.01.
Item 2.02 Results of Operations and Financial Conditions.
On March 27, 2023, 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 and year ended December 31, 2022 (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.
Item 3.03 Material Modification to Rights of Security Holders.
The disclosure set forth in Item 5.03 below is hereby incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
| Item 5.02 (b) | Departure of Chief Financial Officer. |
On March 27, 2023, the Company announced that it expects to enter into an agreed separation with Michael Bond, the Company’s Chief Financial Officer, that will be effective on or about March 31, 2023. It is anticipated that the Company will enter into a Separation Agreement with Mr. Bond (the “Separation Agreement”). Subject to the terms and conditions thereof, the Separation Agreement is expected to provide for, among other things: (a) 12 months of continuing base salary payments to Mr. Bond for an aggregate amount of $267,500; (b) a lump sum payment to Mr. Bond in an amount equal to $66,875; (c) payment of 100% of Mr. Bond’s COBRA insurance premium payments for 12 months; (d) acceleration of vesting and prompt settlement into shares of common stock of the Company of 98,246 restricted common stock units held by Mr. Bond; and (e) a customary release of claims by Mr. Bond to the Company.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the complete terms and conditions of the Separation Agreement expected to be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q to be filed with the Securities and Exchange Commission (the “SEC”).
| Item 5.02 (c) | Appointment of New Chief Financial Officer. |
Effective as of the close of business on March 31, 2023, the Company’s board of directors has appointed Paul Norridge as the Company’s new Chief Financial Officer. Mr. Norridge, 52, joined the Company in December 2008 and has served in numerous roles with the Company, most recently as Head of Finance since March 2018. Mr. Norridge is an experienced financial executive with over 25 years of experience. Prior to joining the Company, Mr. Norridge held the position of Finance Manager at Centennial Software, a software development company, from 2005 to 2008. From 1995 to 2005, Mr. Norridge served as a Financial Controller of Randstad UK, an HR services provider. There are no arrangements or understandings between Mr. Norridge and any other persons pursuant to which he was appointed as Chief Financial Officer of the Company. There are also no family relationships between Mr. Norridge and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Norridge’s promotion, the Company increased his annual base salary to $200,000, and the Compensation Committee of the board of directors of the Company approved a discretionary target annual bonus opportunity for Mr. Norridge for fiscal year 2023 equal to 50% of his base salary.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 24, 2023, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) for the Series A Preferred Stock, par value $0.00001 per share (the “Series A Preferred Stock”), with the Secretary of State of the State of Delaware which eliminated all matters set forth in the Certificate of Designation of Series A Preferred Stock previously filed by the Company. Pursuant to the Certificate of Elimination, the shares that were previously designated as Series A Preferred Stock resume the status of authorized but unissued shares of preferred stock, of the Company, issuable from time to time, in one or more series, pursuant to the Certificate of Incorporation.
The foregoing description of the Certificate of Elimination does not purport to be complete and is qualified in its entirety by reference to the Certificate of Elimination, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
The Company intends to make available a presentation (the “Presentation”) about its business during its scheduled earnings release conference call on March 27, 2023. A copy of the 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 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 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.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K, 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.
This Form 8-K, the Press Release and 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 this Form 8-K, the Press Release and Presentation, 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, 2022, filed with the SEC on March 27, 2023 and in subsequent filings with, or submissions to, the SEC.
The statements made in this Current Report on Form 8-K, the Press Release and 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 3.1 | Certificate of Elimination for Series A Preferred Stock of the Company, dated March 24, 2023 | |
| 99.1 | Press Release of the Company, dated March 27, 2023 | |
| 99.2 | Presentation dated March 27, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: March 27, 2023 | ||
| By: | /s/ Carleton M. Miller | |
| Name: | Carleton M. Miller | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF
CERTIFICATE OF DESIGNATION
OF
SERIES A PREFERRED STOCK
OF
VISLINK TECHNOLOGIES, INC.
Pursuant to Sections 103 and 151(g) of the Delaware General Corporation Law
Vislink Technologies, Inc. (the “Corporation”), pursuant to the provisions of the Delaware General Corporation Law, does hereby certify and set forth as follows:
First: On March 22, 2023, the Board of Directors of the Corporation approved a resolution to eliminate the Corporation’s Certificate of Designation, Preferences and Rights (the “Certificate of Designation”) of the Series A Preferred Stock, par value $0.00001 per share (the “Series A Preferred Stock”), that was filed with the Secretary of State of the State of Delaware on November 9, 2022;
Second: No shares of Series A Preferred Stock are issued and outstanding as of the date hereof, and the Corporation will not issue any additional shares of Series A Preferred Stock pursuant to the Certificate of Designation of the Series A Preferred Stock;
Third: The Certificate of Designation of the Series A Preferred Stock is hereby eliminated; and
Fourth: This Certificate of Elimination shall be effective as of 5:00 p.m. Eastern time on March 24, 2023.
Fifth: Upon effectiveness of the filing of this Certificate of Elimination, the shares that were previously designated under the Certificate of Designation as Series A Preferred Stock shall resume the status of authorized but unissued shares of preferred stock of the Corporation, issuable from time to time, in one or more series, pursuant to Section 4(b) of the Corporation’s Certificate of Incorporation, as amended.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination of Certificate of Designation of Series A Preferred Stock to be signed by a duly authorized officer of the Corporation this 24th day of March, 2023.
| VISLINK TECHNOLOGIES, INC. | ||
| /s/ Carleton M. Miller | ||
| Name: | Carleton M. Miller | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Vislink Reports Preliminary Unaudited Full Year 2022 Financial Results
Company Reports Strong Growth in Public Safety and Live Broadcast Markets
Targeting a 90/10 Revenue Split Between Hardware vs. Software and Services in 2023
Mt. Olive, NJ — March 27, 2023 — Vislink Technologies, Inc. (“Vislink” or the “Company”) (Nasdaq: VISL), a global technology leader in the capture, delivery and management of high quality, live video and associated data in the media and entertainment, law enforcement, and defense markets, today reported preliminary unaudited results for the year ended December 31, 2022. These results are subject to the completion of the Company’s year-end financial reporting processes, reviews, and audit.
2022 and Recent Operational Highlights
| ● | Received over $2 million in Airborne Video Downlink System (“AVDS”) orders from U.S. and Canadian law enforcement agencies in Q4 2022, highlighting Vislink’s position as a trusted supplier of solutions that deliver real-time, actionable intelligence to law enforcement customers. | |
| ● | Formed new over-the-top (“OTT”) partnership with StreamViral, offering an OTT playout and distribution platform to complement Vislink’s artificial intelligence (“AI”) cameras that create compelling, cost-effective sports productions. | |
| ● | Debuted latest AI Clipper Studio toolkit, which allows users to easily edit content, build highlights, and rapidly publish clips on new mediums. | |
| ● | Introduced Vislink 5G 4Live, a complete, end-to-end remote production solution designed to provide a premium-quality, 5G private network experience, helping operators to deploy reliable, low-latency communications to support production. | |
| ● | Debuted Cliq OFDM Mobile Transmitter, a compact and robust orthogonal frequency-division multiple access (“OFDM”) wireless video solution that supports a range of applications for Tier One live event broadcasts. |
Management Commentary
“In 2022, we built and implemented a refreshed go-to-market strategy, which has laid the foundation for growth moving forward,” said Carleton “Mickey” Miller, CEO of Vislink. “Through prudent cost management efforts, which included the sunsetting of non-strategic legacy products, the introduction of new products like AeroLink, and an increased focus on our live production and public safety growth markets, we have taken significant steps to transform the business, and those efforts are beginning to materialize. We exited the year with a meaningful set of opportunities for us to deliver accelerated growth in 2023 and beyond.
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“Looking ahead, we will continue to focus our sales initiatives more heavily in the sports and entertainment as well as public safety markets. Based on our preliminary unaudited results, we achieved underlying revenue growth of 40% and 31%, respectively, in these areas in 2022, and we anticipate these markets continuing their solid trajectory in 2023. The increasing demand for remote production and live content in sports and entertainment, and the growing need to produce live events cost effectively, have Vislink positioned to maintain our operating momentum. In public safety, we are continuing to build our international sales pipeline and have received strong positive feedback for our new products. We are also further emphasizing LinkMatrix as a larger proportion of our product offerings going forward, with the goal of achieving approximately 10% software and services revenue contribution by the end of this year. We believe this offers an opportunity for a higher margin and recurring revenue software and services business that could complement our proprietary hardware platform and be instrumental in getting us to our longer-term growth and profitability goals.”
Preliminary Unaudited Full Year 2022 Financial Results
| ● | 2022 revenue was $28.4 million, compared to $33.9 million in 2021. | |
| ● | Gross margins were 47% of 2022 revenue, compared to 55% of revenue in 2021. | |
| ● | Net loss attributable to common shareholders was $(13.6) million, or $(0.29) per share, in 2022, compared to net loss attributable to common shareholders of $(16.4) million, or $(0.38) per share, in 2021. | |
| ● | EBITDA (earnings before interest, taxes, depreciation, and amortization) for 2022 was $(12.0) million, compared to $(15.0) million for 2021. |
Subsequent Events
Vislink appointed Head of Finance Paul Norridge as the company’s new chief financial officer (CFO), effective April 1, 2023. Norridge replaces Michael Bond, who is leaving the company to pursue other opportunities.
“Mike has played an integral role in transforming Vislink and setting the company in a strong financial position,” added Miller. “Having helped navigate operations through the pandemic and an important acquisition, we are grateful for Mike’s contributions to Vislink.”
Bond added: “I’m proud to have been a part of Vislink’s development over the past several years, and I would like to thank Mickey and the board for the opportunity. I am confident in the leadership team’s ability to continue pushing the company forward to achieve new heights.”
Miller continued: “With over nearly three decades of financial leadership experience and more than 15 years at Vislink, we believe Paul is the perfect fit to take on the role of CFO. Paul was our group financial controller before becoming Head of Finance in 2018, and he is deserving of the promotion and well-suited to help lead our financial operations going forward.”
Video Conference Call
Vislink management will host a video conference call today, March 27, 2023, at 8:30 a.m. Eastern Time (7:30 a.m. Central Time) to discuss its financial results, followed by a Q&A session.
Registration Link: Click here to register.
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The conference call will be broadcast live and available for replay via the Investor Relations section of Vislink’s website.
Preliminary and Unaudited Financial Results
The Company’s audited financial statements for the year ended December 31, 2022 are not yet final. Accordingly, the Company’s preliminary unaudited financial results are an estimate and subject to the completion of the Company’s financial close and other procedures and finalization of the Company’s consolidated financial statements for the year ended December 31, 2022, including the completion of the audit of the Company’s financial statements. Accordingly, actual financial results that will be reflected in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, including audited financial statements, when they are completed and publicly disclosed may differ from these preliminary and unaudited results.
Non-GAAP Financial 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.
Note on 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 revenues, growth, profitability results and financial position, risks of supply chain constraints and inflationary pressures, projected expenses, prospects, plans including footprint and technology asset consolidations, objectives of management, new capabilities, product and solutions launches including AI-assisted and 5G streaming technologies, expected contract values, projected pipeline sales opportunities, acquisitions integration, and expected market opportunities across the Company’s operating segments including the live event production market, 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.
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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.
About Vislink 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. Through its Mobile Viewpoint product lines, Vislink also provides live streaming solutions using bonded cellular, 5G, and AI-driven technologies for automated news and sports productions.
The Vislink team also provides professional and technical services utilizing a staff of technology experts with decades of applied knowledge and real-world experience in the areas of 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.
Media Contact:
Nicole Rosen
Pagan Communications
nicoler@dpagan.com
Investor Relations Contact:
Matt Glover and Tom Colton
Gateway Group, Inc.
VISL@gatewayir.com
-Financial Tables to Follow-
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VISLINK
TECHNOLOGIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS
(IN THOUSANDS EXCEPT NET LOSS PER SHARE DATA)
| 2022 | 2021 | |||||||
| Revenue, net | $ | 28,402 | $ | 33,882 | ||||
| Cost of revenue and operating expenses | ||||||||
| Cost of components and personnel | 15,204 | 15,164 | ||||||
| Inventory valuation adjustments | 2,930 | 843 | ||||||
| General and administrative expenses | 18,195 | 22,039 | ||||||
| Research and development | 4,058 | 3,051 | ||||||
| Impairment of right-of-use assets | 88 | — | ||||||
| Impairment of goodwill | — | 9,189 | ||||||
| Amortization and depreciation | 1,722 | 1,343 | ||||||
| Total cost of revenue and operating expenses | 42,197 | 51,629 | ||||||
| Loss from operations | (13,795 | ) | (17,747 | ) | ||||
| Other income (expenses) | ||||||||
| Changes in fair value of derivative liabilities | — | 22 | ||||||
| Gain on settlement of debt | 46 | 1,362 | ||||||
| Other income | 32 | — | ||||||
| Interest expense, net | (38 | ) | (29 | ) | ||||
| Total other income | 40 | 1,355 | ||||||
| Net loss before income taxes | (13,755 | ) | (16,392 | ) | ||||
| Income taxes | ||||||||
| Deferred tax benefits | 215 | — | ||||||
| Net loss | (13,540 | ) | (16,392 | ) | ||||
| Dividends | (20 | ) | — | |||||
| Net loss attributable to common shareholders | $ | (13,560 | ) | $ | (16,392 | ) | ||
| Net loss per share attributable to Common Shareholders: | ||||||||
| Basic and diluted loss per share | $ | (0.29 | ) | $ | (0.38 | ) | ||
| Weighted average number of shares outstanding: | ||||||||
| Basic and Diluted | 46,692 | 43,484 | ||||||
| Comprehensive loss: | ||||||||
| Net loss | $ | (13,540 | ) | $ | (16,392 | ) | ||
| Unrealized gain (loss) on currency translation adjustment | 1,040 | (445 | ) | |||||
| Comprehensive loss | $ | (12,500 | ) | $ | (16,837 | ) | ||
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VISLINK
TECHNOLOGIES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
| 2022 | 2021 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 25,627 | $ | 36,231 | ||||
| Accounts receivable, net | 6,007 | 9,069 | ||||||
| Inventories, net | 12,021 | 11,894 | ||||||
| Prepaid expenses and other current assets | 1,232 | 2,470 | ||||||
| Total current assets | 44,887 | 59,664 | ||||||
| Right of use assets, operating leases | 1,075 | 1,362 | ||||||
| Property and equipment, net | 1,434 | 1,173 | ||||||
| Intangible assets, net | 4,400 | 5,921 | ||||||
| Total assets | $ | 51,796 | $ | 68,120 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 2,626 | $ | 3,075 | ||||
| Accrued expenses | 1,568 | 3,155 | ||||||
| Notes payable | 84 | 99 | ||||||
| Operating lease obligations, current | 455 | 560 | ||||||
| Customer deposits and deferred revenue | 1,540 | 2,113 | ||||||
| Total current liabilities | 6,273 | 9,002 | ||||||
| Operating lease obligations, net of current portion | 1,107 | 1,507 | ||||||
| Deferred tax liabilities | 764 | 978 | ||||||
| Total liabilities | 8,144 | 11,487 | ||||||
| Commitments and contingencies (See Note 1) | ||||||||
| Series A Preferred stock, $0.00001 par value per share: 47,500 and -0- shares authorized on December 31, 2022, and 2021, respectively; 47,419 and -0- shares issued and outstanding on December 31, 2022, and 2021, respectively at a redemption value equal to $0.10 in cash for each ten thousand (10,000) whole shares. | — | — | ||||||
| Stockholders’ equity | ||||||||
| Preferred stock, $0.00001 par value per share: 10,000,000 shares authorized on December 31, 2022, and 2021, respectively | — | — | ||||||
| Common stock, $0.00001 par value per share, 100,000,000 shares authorized on December 31, 2022, and 2021, respectively: | ||||||||
| Common stock, 47,419,317 and 45,825,089 were issued, and 47,416,658 and 45,822,430 were outstanding on December 31, 2022, and 2021, respectively. | — | — | ||||||
| Additional paid-in capital | 345,365 | 343,746 | ||||||
| Accumulated other comprehensive loss | (1,337 | ) | (297 | ) | ||||
| Treasury stock, at cost – 2,659 shares as of December 31, 2022, and 2021, respectively | (277 | ) | (277 | ) | ||||
| Accumulated deficit | (300,099 | ) | (286,539 | ) | ||||
| Total stockholders’ equity | 43,652 | 56,633 | ||||||
| Total liabilities and stockholders’ equity | $ | 51,796 | $ | 68,120 | ||||
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Reconciliation of Preliminary Unaudited GAAP to Non-GAAP Results
VISLINK
TECHNOLOGIES, INC.
RECONCILIATION OF GAAP to NON-GAAP RESULTS
YEAR ENDING DECEMBER 31, 2022
(IN THOUSANDS)
| Reconciliation of net income to EBITDA | 2022 | 2021 | ||||||
| Net loss | $ | (13,540 | ) | $ | (16,392 | ) | ||
| Interest expense | $ | (38 | ) | $ | (29 | ) | ||
| Amortization and depreciation | $ | 1,722 | $ | 1,343 | ||||
| Deferred tax | $ | 215 | $ | - | ||||
| EBITDA | $ | (11,995 | ) | $ | (15,020 | ) | ||
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Exhibit 99.2
