Vislink Technologies, Inc 8-K/A, filed Nov 1, 2021
Vislink Technologies, Inc. (VISL)
About this 8-K/A
Vislink Technologies, Inc filed this 8-K/A on November 1, 2021, reporting on events of August 16, 2021.
Items reported
- 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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The
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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. ☐
Explanatory Note
On August 16, 2021, Vislink Technologies, Inc. (the “Company” or “Vislink”), a Delaware Corporation, filed a Current Report on Form 8-K (the “Initial Report”) to report that the Company entered into a Sale and Purchase Agreement (the “Purchase Agreement”) with Triple IT Corporate B.V. (the “Seller”), a private company incorporated in the Netherlands, pursuant to which the Company acquired all of the capital of Mobile Viewpoint Corporate B.V.
This Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Initial Report to provide financial statements of Mobile Viewpoint Corporate B.V., and the pro forma financial statements of the Company required by Item 9.01 of Form 8-K. No other modifications to the Initial Report are being made by this Amendment. This Amendment should be read in connection with the Initial Report, which provides a more complete description of the Purchase Agreements and transactions contemplated thereby.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Mobile Viewpoint Corporate B.V.
The audited consolidated financial statements of Mobile Viewpoint Corporate B.V. as of and for the year ended December 31, 2020, together with the related notes to the financial statements, are included as Exhibit 99.1 to this Current Report.
The unaudited consolidated financial statements of Mobile Viewpoint Corporate B.V. as of June 30, 2021 and for the three and six months ended June 30, 2021, together with the related unaudited notes to the financial statements, are included as Exhibit 99.2 to this Current Report and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated financial statements of the Company as of June 30, 2021 and for the year ended December 31, 2020, and the six months ended June 30, 2021, together with the related notes to the unaudited pro forma condensed combined financial information, are included as Exhibit 99.3 to this Current Report and are incorporated herein by reference.
The pro forma financial information included in this Amendment No. 1 has been presented for informational purposes only in accordance with Article XI of Regulation S-X promulgated by the Securities and Exchange Commission, and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the acquisition occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the Company will experience after the acquisition.
(d) Exhibits.
| Exhibit Number | Description | |
| 23.1 | Consent of BDO, Independent Registered Public Accounting Firm | |
| 99.1 | Audited Annual Financial Statements of Mobile Viewpoint Corporate B.V. for the Year Ended December 31, 2020 | |
| 99.2 | Unaudited Consolidated Financial Statements of Mobile Viewpoint Corporate B.V. as of June 30, 2021 and for the Three and Six Months Ended June 30, 2021 | |
| 99.3 | Unaudited Pro Forma Condensed Consolidated Financial Information as of June 30, 2021 and for the Year Ended December 31, 2020, and the Six Months Ended June 30, 2021 | |
| 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: November 1, 2021 | ||
| By: | /s/ Carleton M. Miller | |
| Name: | Carleton M. Miller | |
| Title: | Chief Executive Officer | |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
Vislink Technologies, Inc.
Hackettstown, New Jersey
We hereby consent to the incorporation by reference in Registration statement Nos. 333-238013, 333-228793, 333-215990, 333-214484, 333-213873, 333-213291, 333-212816, 333-211646, and 333-197820 on Form S-3 and Registration Statement Nos. 333-255305, 333-233849, 333-233848, 333-224107, 333-224106, 333-224105, 333-215461, 333-214658, 333-212621, 333-210773, 333-208313, 333-206486, 333-205687, 333-203399 and 333-193579 on Forms S-8 of Vislink Technologies, Inc. of our report dated 1 November 2021, relating to the financial statements of Mobile Viewpoint Corporate B.V. (Alkmaar, the Netherlands) which appear in the Current Report on Form 8-K of Vislink Technologies, Inc filed with the Securities Exchange Commission on 1 November 2021.
Amstelveen, 1 November 2021
For and on behalf of BDO Audit & Assurance B.V.,
| /s/J.A. de Rooij RA |
Exhibit 99.1
Mobile Viewpoint Corporate B.V.
located, Alkmaar, the Netherlands
Report on the annual accounts
2020
Mobile Viewpoint Corporate
B.V. Alkmaar
Table of contents
| Page | |
| Consolidated financial statements | |
| Consolidated balance sheet as at 31 December 2020 | 3 |
| Consolidated profit and loss account for the year 2020 | 5 |
| Notes to the consolidated financial statements | 6 |
| Notes to the consolidated balance sheet | 11 |
| Notes to the consolidated profit and loss account | 16 |
| Company-only financial statements | |
| Company-only balance sheet as at 31 December 2020 | 19 |
| Company-only profit and loss account for the year 2020 | 21 |
| Notes to the company-only financial statements | 22 |
| Notes to the company-only balance sheet | 24 |
| Notes to the company-only profit and loss account | 28 |
| Reconciliation to US GAAP | 29 |
| Consolidated cash flow statement for the year 2020 | 31 |
| Other information | |
| Independent auditor’s report | 32 |
Mobile Viewpoint Corporate
B.V. Alkmaar
Consolidated financial statements
Independent auditor’s report
To: the Board of Directors of Mobile Viewpoint Corporate B.V. (Alkmaar, the Netherlands)
Report on the audit of the financial statements
Our opinion
We have audited the financial statements of Mobile Viewpoint Corporate B.V. (the Company) based in Alkmaar, the Netherlands. The financial statements comprise:
| 1. | the consolidated and company balance sheet as at 31 December 2020 and 2019; |
| 2. | the consolidated and company profit and loss account for 2020 and 2019; and |
| 3. | the notes comprising a summary of the accounting policies and other explanatory information. |
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of 31 December 2020 and 2019, and the results of its operations for the years then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.
Basis for our opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). We have also complied with the requirements under Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Emphasis of matter in relation to the reconciliation to US GAAP
These financial statements are prepared to assist the Company to meet the requirements of the US Securities and Exchange Commission. Therefore, we draw attention to Note 39, which reconciles the financial information as at 31 December 2020 and for the year then ended from the accounting principles in Part 9 of Book 2 of the Dutch Civil Code to the accounting principles generally accepted in the United States of America (U.S. GAAP) due to differences that exist between the accounting principles in Part 9 of Book 2 of the Dutch Civil Code and US GAAP. Our opinion is not modified with respect to this matter.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with Part 9 of Book 2 of the Dutch Civil Code, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued or available to be issued.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with GAAS, we:
● Exercise professional judgment and maintain professional skepticism throughout the audit.
● Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.
● Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
● Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
Amstelveen, 1 November 2021
For and on behalf of BDO Audit & Assurance B.V.,
J.A. de Rooij RA
| 2 |
Mobile Viewpoint Corporate
B.V. Alkmaar
Consolidated balance sheet as at 31 December 2020
(After proposal appropriation of result)
Assets
| 31-12-2020 | 31-12-2019 | |||||||||||||||||
| € | € | € | € | |||||||||||||||
| Fixed assets | ||||||||||||||||||
| Intangible assets | 1 | |||||||||||||||||
| Development costs | 197.463 | 182.052 | ||||||||||||||||
| Property, plant and equipment | 2 | |||||||||||||||||
| Other tangible assets | 120.927 | 142.818 | ||||||||||||||||
| Current assets | ||||||||||||||||||
| Inventories and work in progress | ||||||||||||||||||
| Finished goods for resale and parts | 3 | 1.741.712 | 1.378.849 | |||||||||||||||
| Receivables | ||||||||||||||||||
| Trade receivables | 4 | 1.068.960 | 497.559 | |||||||||||||||
| Taxes and social security charges | 5 | 208.968 | 213.172 | |||||||||||||||
| Other accounts receivable | 6 | 15.991 | 3.850 | |||||||||||||||
| Accruals and prepaid expenses | 7 | 226.515 | 417.095 | |||||||||||||||
| 1.520.434 | 1.131.676 | |||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||
| Cash | 838 | 895 | ||||||||||||||||
| ING Bank N.V. | 1.861.560 | 551.156 | ||||||||||||||||
| 1.862.398 | 552.051 | |||||||||||||||||
| 5.442.934 | 3.387.446 | |||||||||||||||||
| 3 |
Mobile Viewpoint Corporate
B.V. Alkmaar
Liabilities
| 31-12-2020 | 31-12-2019 | |||||||||||||||||
| € | € | € | € | |||||||||||||||
| Group equity | 8 | 2.730.452 | 2.195.026 | |||||||||||||||
| Provisions | ||||||||||||||||||
| Deferred tax liabilities | 9 | 39.493 | 36.410 | |||||||||||||||
| Current liabilities, accruals and deferred income | ||||||||||||||||||
| Trade payables | 10 | 272.542 | 232.461 | |||||||||||||||
| Liabilities to group companies | 11 | 1.385.660 | 519.468 | |||||||||||||||
| Payables relating to taxes and social security contributions | 12 | 34.994 | 30.275 | |||||||||||||||
| Other payables | 13 | 722.053 | 167.234 | |||||||||||||||
| Accruals and deferred income | 14 | 257.740 | 206.572 | |||||||||||||||
| 2.672.989 | 1.156.010 | |||||||||||||||||
| 5.442.934 | 3.387.446 | |||||||||||||||||
| 4 |
Mobile Viewpoint Corporate
B.V. Alkmaar
Consolidated profit and loss account for the year 2020
| 2020 | 2019 | |||||||||||||||||
| € | € | € | € | |||||||||||||||
| Net Turnover | 15 | 5.603.035 | 5.067.396 | |||||||||||||||
| Cost of raw materials | 16 | 2.086.659 | 1.958.221 | |||||||||||||||
| Wages and salaries | 17 | 1.706.310 | 862.459 | |||||||||||||||
| Social security charges | 18 | 138.970 | 113.956 | |||||||||||||||
| Pension contributions | 19 | 18.495 | 19.259 | |||||||||||||||
| Depreciation of intangible and tangible fixed assets | 20 | 182.398 | 174.822 | |||||||||||||||
| Other operating expenses | 21 | 767.074 | 990.165 | |||||||||||||||
| Total of sum of expenses | 4.899.906 | 4.118.882 | ||||||||||||||||
| Total of operating result | 703.129 | 948.514 | ||||||||||||||||
| Other interest and similar income | 22 | - | 44 | |||||||||||||||
| Interest and similar expenses | 23 | -26.011 | -21.856 | |||||||||||||||
| Currency exchange differences | -39.357 | -8.056 | ||||||||||||||||
| Financial income and expense | -65.368 | -29.868 | ||||||||||||||||
| Total of result of activities before tax | 637.761 | 918.646 | ||||||||||||||||
| Income tax expense | 24 | -102.335 | -175.089 | |||||||||||||||
| Total of result after tax | 535.426 | 743.557 | ||||||||||||||||
| 5 |
Mobile Viewpoint Corporate
B.V. Alkmaar
Notes to the consolidated financial statements
Entity information
Registered address and registration number trade register
The registered and actual address of Mobile Viewpoint Corporate B.V. is Keesomstraat 10 E, 1821 BS in Alkmaar Nederland. Mobile Viewpoint Corporate B.V. is registered at the Chamber of Commerce under number 59790989.
General notes
The most important activities of the entity
The activities of Mobile Viewpoint Corporate B.V. and its group companies consist mainly of developing services and products for mobile data transmission and commercial computer management services.
Disclosure of going concern
The accounting principles applied to the valuation of assets and liabilities and the determination of results in these financial statements are based on the assumption of continuity of the company. The financial impact of the Covid- 19 pandemic is limited. Although a few of our customers operate in an industry that initially became hard due to the consequences of the virus and as a result we have seen a slight decrease in turnover for a few months, this has manifested itself in the recovered during the year and new turnover was also generated as a result of the measures. Because of this, the continuity assumption used is therefore not affected.
Disclosure of group structure
Mobile Viewpoint Corporate B.V. is part of a group. The head of this group is Triple IT Corporate B.V. The financial statements of Mobile Viewpoint Corporate B.V. are included in the consolidated financial statements of Triple IT Corporate B.V.
Disclosure of estimates
In applying the principles and policies for drawing up the financial statements, the directors of Mobile Viewpoint Corporate B.V. make different estimates and judgments that may be essential to the amounts disclosed in the financial statements. If it is necessary in order to provide the transparency required under Book 2, article 362, paragraph 1, the nature of these estimates and judgments, including related assumptions, is disclosed in the notes to the relevant financial statement item.
The impact of the corona crises, which is disclosed in the paragraph ‘Disclosure of going concern’, have not led to revision of estimates in the financial statement.
Disclosure of consolidation
The consolidation includes the financial information of Mobile Viewpoint Corporate B.V., its group companies and other entities in which it exercises control or whose central management it conducts. Group companies are entities in which Mobile Viewpoint Corporate B.V. exercises direct or indirect control based on a shareholding of more than one half of the voting rights, or of which it has the authority to govern otherwise their financial and operating policies. Potential voting rights that can be exercised directly from the balance sheet date are also taken into account.
Group companies and other entities in which Mobile Viewpoint Corporate B.V. exercises control or whose central management it conducts are consolidated in full. Participating interests in group equity and group result are disclosed separately. Participating interests over which no control can be exercised (associates) are not included in the consolidation.
Intercompany transactions, profits and balances among group companies and other consolidated entities are eliminated, unless these results are realised through transactions with third parties. Unrealised losses on intercompany transactions are also eliminated, unless such a loss qualifies as an impairment. The accounting policies of group companies and other consolidated entities have been changed when necessary, in order to align them to the prevailing group accounting policies.
| 6 |
Mobile Viewpoint Corporate
B.V. Alkmaar
The consolidated companies are listed below:
- Mobile Viewpoint B.V., Alkmaar, the Netherlands (100%)
- IQ VideoSolutions B.V., Alkmaar, the Netherlands (100%)
General accounting principles
The accounting standards used to prepare the financial statements
The consolidated financial statements are drawn up in accordance with the provisions of Title 9, Book 2 of the Dutch Civil Code and the Dutch Accounting Standards, as published by the Dutch Accounting Standards Board (‘Raad voor de Jaarverslaggeving’).
Assets and liabilities are generally valued at historical cost, production cost or at fair value at the time of acquisition. If no specific valuation principle has been stated, valuation is at historical cost.
The functional currency
Items included in the financial statements of group companies are measured using the currency of the primary economic environment in which the respective group company operates (the functional currency). The consolidated financial statements are presented in euros, which is the functional and presentation currency of Mobile Viewpoint Corporate B.V.
Foreign currency
Transactions, receivables and liabilities
Transactions in foreign currencies are stated in the financial statements at the exchange rate of the functional currency on the transaction date.
Monetary assets and liabilities in foreign currencies are converted to the closing rate on the balance sheet date of the functional currency. The translation differences resulting from settlement and conversion are credited or charged to the income statement.
Non-monetary assets measured at historical cost in a foreign currency are converted at the exchange rate on the transaction date.
Non-monetary assets (other than goodwill) measured at fair value in a foreign currency are converted at the exchange rate on the date on which the fair value was determined.
Operating leases
The corporation has lease contracts whereby a large part of the risks and rewards associated with ownership are not for the benefit of or incurred by the corporation. The lease contracts are recognised as operational leasing. Lease payments are recorded on a straight-line basis, taking into account reimbursements received from the lessor, in the consolidated profit and loss account for the duration of the contract.
Accounting principles
Intangible assets
Intangible fixed assets are stated at historical cost less amortisation. Impairments are taken into consideration; this is relevant in the event that the carrying amount of the asset (or of the cash-generating unit to which the asset belongs) is higher than its realisable value.
With regard to the determination as to whether an intangible fixed asset is subject to an impairment, please refer to the relevant section.
| 7 |
Mobile Viewpoint Corporate
B.V. Alkmaar
Research costs are recognised in the consolidated profit and loss account. Expenditure on development projects is capitalised as part of the production cost if it is likely from both a commercial and technical perspective that the project will be successful (i.e.: if it is likely that economic benefits will be realised) and the cost can be determined reliably. A legal reserve has been recognised within equity with regard to the recognised development costs for the capitalised amount. The amortisation of capitalised development costs commences at the time when the commercial production starts and takes place over the expected future useful life of the asset.
Property, plant and equipment
Other tangible fixed assets are valued at historical cost or production cost including directly attributable costs, less straight-line depreciation based on the expected future life and impairments.
Subsidies on investments will be deducted from the historical cost price or production cost of the assets to which the subsidies relate.
Inventories
Inventories (stocks) are valued at cost price based on the last known purchase price or lower realisable value.
The cost price consists of the historical cost or production cost and costs incurred in order to bring the stocks to their current location and current condition. The production cost includes direct labour and fixed and variable production overheads.
The realisable value is the estimated sales price less directly attributable sales costs. In determining the realisable value the obsolescence of the inventories is taken into account.
Receivables
Receivables are recorded initially at fair value and then at amortised cost, net of any provision for doubtful debts, determined individually. On initial recognition the fair value and the amortised cost are the same as the face value.
Cash and cash equivalents
Cash at banks and in hand represent cash in hand, bank balances and deposits with terms of less than twelve months. Overdrafts at banks are recognised as part of debts to lending institutions under current liabilities. Cash at banks and in hand is valued at nominal value.
Provisions
Provisions are measured at the best estimate of the amount that is necessary to settle the obligation as per the balance sheet date. Provisions are recognised at the present value of the expenditures expected to be required to settle the obligations, where the effect of the time value of money is material. If the period for which the expenditures are discounted is one year or less, other provisions are measured at undiscounted amounts. If a provision is measured at present value, any changes in the provision due to accrued interest are presented as interest expense.
Dutch pension schemes:
Mobile Viewpoint B.V. has a pension scheme to which the provisions of the Dutch Pension Act (‘Pensioenwet’) are applicable. Mobile Viewpoint B.V. pays premiums based on (legal) requirements, a contractual or voluntary basis to an insurance companies. Premiums are recognised as employee cost when they are due. Prepaid contributions are recognised as deferred assets if these lead to a refund or reduction of future payments.
Contributions that are due but have not yet been paid are presented as liabilities.
Deferred tax liabilities
Deferred tax liabilities are recognised for temporary differences between the value of the assets and liabilities under tax regulations on the one hand and the book values applied in these financial statements on the other. The computation of the deferred tax liabilities is based on the tax rates prevailing at the end of the reporting year or the rates applicable in future years, to the extent that they have already been enacted by law.
Deferred tax balances are measured at undiscounted value.
| 8 |
Mobile Viewpoint Corporate
B.V. Alkmaar
Current liabilities
On initial recognition current liabilities are recognised at fair value. After initial recognition current liabilities are recognised at the amortised cost price, being the amount received taking into account premiums or discounts and minus transaction costs. This is usually the nominal value.
Accounting principles for determining the result
The result is the difference between the realisable value of the goods/services provided and the costs and other charges during the year. The results on transactions are recognised in the year in which they are realised.
Revenue recognition
Net turnover comprises the income from the supply of goods and services after deduction of discounts and such like and of taxes levied on the turnover.
Revenues from the goods supplied are recognised when all significant risks and rewards in respect of the goods have been transferred to the buyer.
Revenues from the services rendered are recognised in proportion to the services delivered, based on the services rendered up to the balance sheet date in proportion to the total of services to be rendered.
Gross operating result
The gross margin includes the net turnover, other operating income, costs of raw materials and consumables and costs of work contracted out, and other external costs.
Expenses of employee benefits
Short-term employee cost:
Salaries, wages and social security contributions are charged to the income statement based on the terms of employment, where they are due to employees and the tax authorities respectively.
Pension:
Mobile Viewpoint B.V. applies the liability approach for all pension schemes. The premium payable during the financial year is charged to the result. Changes in the pension provision are also charged to the result. We refer to the valuation principles for assets and liabilities, under Provision for pensions.
Amortisation of intangible assets
Intangible fixed assets are amortised from the date of initial use over the expected future economic life of the asset.
Future amortisation is adjusted if there is a change in estimated future useful life. Gains and losses from the occasional sale are included in depreciation.
Depreciation of property, plant and equipment
Tangible fixed assets are depreciated from the date of initial use over the expected future economic life of the asset, while taking into account any applicable restrictions from tangible fixed assets.
Future depreciation is adjusted if there is a change in estimated future useful life.
Gains and losses from the occasional sale of tangible fixed assets are included in depreciation.
Financial income and expenses
Interest income and expenses are recognised on a pro rata basis, taking account of the effective interest rate of the assets and liabilities to which they relate. In accounting for interest expenses, the recognised transaction expenses for loans received are taken into consideration.
Exchange differences that arise from the settlement or translation of monetary items are recorded in the profit and loss account in the period in which they occur, unless hedge-accounting is applied.
| 9 |
Mobile Viewpoint Corporate
B.V. Alkmaar
Dividends to be received from participations and securities not carried at net asset value are recognised as soon as Mobile Viewpoint Corporate B.V. has acquired the right to them.
Income tax expense
Tax on the result is calculated based on the result before tax in the consolidated profit and loss account, taking account of the losses available for set-off from previous financial years and exempt profit components and after the addition of non-deductible costs. Due account is also taken of changes which occur in the deferred tax assets and deferred tax liabilities in respect of changes in the applicable tax rate.
In the financial statements of group companies a tax charge is calculated on the basis of the accounting result. The corporate income tax that is due by these group companies is charged into the current accounts with Mobile Viewpoint Corporate B.V.
| 10 |
Mobile Viewpoint Corporate
B.V. Alkmaar
Notes to the consolidated balance sheet
Fixed assets
1 Intangible assets
| Development costs | ||||
| € | ||||
| Balance as at 1 January 2020 | ||||
| Cost or manufacturing price | 489.053 | |||
| Accumulated amortization | -307.001 | |||
| Book value as at 1 January 2020 | 182.052 | |||
| Movements | ||||
| Additions | 122.457 | |||
| Amortisations | -107.046 | |||
| Balance movements | 15.411 | |||
| Balance as at 31 December 2020 | ||||
| Cost or manufacturing price | 611.510 | |||
| Accumulated amortization | -414.047 | |||
| Book value as at 31 December 2020 | 197.463 | |||
Amortisation and depreciation on intangible assets over a period of 3 years. This period equals the useful life.
| 11 |
Mobile Viewpoint Corporate
B.V. Alkmaar
2 Property, plant and equipment
| Other tangible assets | ||||
| € | ||||
| Balance as at 1 January 2020 | ||||
| Cost or manufacturing price | 235.830 | |||
| Accumulated depreciation | -93.012 | |||
| Book value as at 1 January 2020 | 142.818 | |||
| Movements | ||||
| Additions | 35.859 | |||
| Depreciation | -51.712 | |||
| Disposals | -11.472 | |||
| Depreciation on disposals | 5.434 | |||
| Balance movements | -21.891 | |||
| Balance as at 31 December 2020 | ||||
| Cost or manufacturing price | 260.217 | |||
| Accumulated depreciation | -139.290 | |||
| Book value as at 31 December 2020 | 120.927 | |||
| Depreciation percentages used between 20%-33,3% | ||||
| 12 |
Mobile Viewpoint Corporate
B.V. Alkmaar
Current assets
| 31-12-2020 | 31-12-2019 | |||||||
| € | € | |||||||
| 3 Finished goods for resale and parts | ||||||||
| Finished goods for resale | 954.428 | 821.380 | ||||||
| Parts | 787.284 | 557.469 | ||||||
| 1.741.712 | 1.378.849 | |||||||
| Receivables | ||||||||
| 4 Trade receivables | ||||||||
| Trade receivables | 1.068.960 | 497.559 | ||||||
| 5 Taxes and social security charges | ||||||||
| Value added tax | 63.515 | 103.958 | ||||||
| Company tax | 145.263 | 108.991 | ||||||
| Pension contributions | 190 | 223 | ||||||
| 208.968 | 213.172 | |||||||
| 6 Other amounts receivable | ||||||||
| Other amounts receivable | 10.182 | 3.008 | ||||||
| Deposit | 5.809 | 842 | ||||||
| 15.991 | 3.850 | |||||||
| 7 Accruals and prepaid expenses | ||||||||
| Prepaid expenses | 155.816 | 136.577 | ||||||
| Accruals | 70.699 | 280.518 | ||||||
| 226.515 | 417.095 | |||||||
| 13 |
Mobile Viewpoint Corporate
B.V. Alkmaar
Liabilities
8 Group equity
The shareholders’ equity is explained in the notes to the non-consolidated balance sheet.
Provisions
9 Deferred tax liabilities
| 2020 | 2019 | |||||||
| € | € | |||||||
| Balance as at 1 January | 36.410 | 28.527 | ||||||
| Addition | 3.083 | 7.883 | ||||||
| Balance as at 31 December | 39.493 | 36.410 | ||||||
Deferred tax liabilities are recognised for the taxable temporary differences between the tax base and the accounting base of intangible fixed assets, and it is probable that the temporary difference will not be reversed in the foreseeable future.
Current liabilities, accruals and deferred income
10 Trade payables
| Accounts payable | 272.542 | 232.461 |
11 Liabilities to group companies
| Current account Triple IT B.V. | 607.713 | 59.904 | ||||||
| Current account Triple IT Corporate B.V. | 777.947 | 459.564 | ||||||
| 1.385.660 | 519.468 |
An interest rate of 4% (2019: 4%) is applicable to the average intercompany balances. In respect of repayment and securities, no agreements have been made.
12 Payables relating to taxes and social security contributions
| Wage tax | 34.994 | 30.275 |
13 Other payables
| Net wages | - | 2.116 | ||||||
| Audit and consultancy costs | 6.370 | 5.908 | ||||||
| Other amounts payable | 715.683 | 159.210 | ||||||
| 722.053 | 167.234 |
Other amounts payable includes management bonus €600.000.
| 14 |
Mobile Viewpoint Corporate
B.V. Alkmaar
| 31-12-2020 | 31-12-2019 | |||||||
| € | € | |||||||
| 14 Accruals and deferred income | ||||||||
| Holiday allowance | 62.631 | 51.659 | ||||||
| Accruals and deferred income | 195.109 | 154.913 | ||||||
| 257.740 | 206.572 | |||||||
Contingent assets and liabilities
Off-balance sheet commitments relating to guarantees
Mobile Viewpoint B.V. issued performance bond for an amount of €30.621 as a guarantee to its contract with customers.
Disclosure of operating leases
As per year end the commitments relating with operating lease can be specified as follows:
Total Due €92.610, within one year €25.800, between one and five years €66.810, longer than five years €0 .
| 15 |
Mobile Viewpoint Corporate
B.V. Alkmaar
| Notes to the consolidated profit and loss account | ||||||||
| 2020 | 2019 | |||||||
| € | € | |||||||
| 15 Net Turnover | ||||||||
| Turnover | 5.603.035 | 5.067.396 | ||||||
| 16 Cost of raw materials | ||||||||
| Cost of sales | 2.086.659 | 1.958.221 | ||||||
| 17 Wages and salaries | ||||||||
| Wages | 1.113.455 | 903.829 | ||||||
| Bonus | 600.000 | - | ||||||
| Sickness benefit | -7.145 | -41.370 | ||||||
| 1.706.310 | 862.459 | |||||||
The bonus concerns bonus management due to settlements in the past. The bonus has been paid in 2021.
Average number of employees
| 2020 | ||||||||
| Number | ||||||||
| Average number of employees | 18,00 | |||||||
| 2019 | ||||||||
| Number | ||||||||
| Average number of employees | 15,00 | |||||||
| 18 Social security charges | ||||||||
| Social security charges | 166.042 | 139.300 | ||||||
| Tax credit WBSO | -27.072 | -25.344 | ||||||
| 138.970 | 113.956 | |||||||
| 19 Pension contributions | ||||||||
| Pension charges | 18.495 | 19.259 | ||||||
| 20 Depreciation of intangible and tangible fixed assets | ||||||||
| Amortisation of intangible fixed assets | 107.046 | 96.267 | ||||||
| Depreciation of tangible fixed assets | 75.352 | 78.555 | ||||||
| 182.398 | 174.822 | |||||||
| 16 |
Mobile Viewpoint Corporate
B.V. Alkmaar
| 2020 | 2019 | |||||||
| € | € | |||||||
| Depreciation of tangible fixed assets | ||||||||
| Other fixed assets | 51.712 | 49.035 | ||||||
| Charged depreciation costs Triple IT B.V. | 23.640 | 29.520 | ||||||
| 75.352 | 78.555 | |||||||
| 21 Other operating expenses | ||||||||
| Other expenses of employee benefits | 172.382 | 213.193 | ||||||
| Housing expenses | 65.181 | 64.110 | ||||||
| Selling expenses | 302.772 | 478.917 | ||||||
| Car expenses | 32.006 | 34.986 | ||||||
| Office expenses | 151.715 | 146.086 | ||||||
| General expenses | 43.018 | 52.873 | ||||||
| 767.074 | 990.165 | |||||||
| 22 Other interest and similar income | ||||||||
| Interest of receivables from group companies | - | 44 | ||||||
| 23 Interest and similar expenses | ||||||||
| Interest liabilities to group companies | 18.383 | 17.676 | ||||||
| Paid bank interest | 7.628 | 4.180 | ||||||
| 26.011 | 21.856 | |||||||
| Interest liabilities to group companies | ||||||||
| Interest current account Triple IT Corporate B.V. | 18.383 | 17.676 | ||||||
| 24 Income tax expense | ||||||||
| Tax on result | ||||||||
| Corporate income tax current financial year | 99.475 | 167.206 | ||||||
| Corporate income tax previous financial year | -223 | - | ||||||
| Deferred corporate income tax | 3.083 | 7.883 | ||||||
| Total | 102.335 | 175.089 | ||||||
| 17 |
Mobile Viewpoint Corporate
B.V. Alkmaar
Company-only financial statements
| 18 |
Mobile Viewpoint Corporate
B.V. Alkmaar
Company-only balance sheet as at 31 December 2020
(After proposal appropriation of result)
Assets
| 31-12-2020 | 31-12-2019 | |||||||||||||||||
| € | € | € | € | |||||||||||||||
| Fixed assets | ||||||||||||||||||
| Financial assets | 25 | 2.801.893 | 2.256.782 | |||||||||||||||
| Current assets | ||||||||||||||||||
| Receivables | ||||||||||||||||||
| Receivables from group companies | 26 | 313.231 | 399.943 | |||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||
| ING Bank N.V. | 989.853 | 531 | ||||||||||||||||
| 4.104.977 | 2.657.256 | |||||||||||||||||
| 19 |
Mobile Viewpoint Corporate
B.V. Alkmaar
Liabilities
| 31-12-2020 | 31-12-2019 | |||||||||||||||||
| € | € | € | € | |||||||||||||||
| Equity | 27 | |||||||||||||||||
| Share capital paid called up | 28 | 10.000 | 10.000 | |||||||||||||||
| Share premium | 486.150 | 486.150 | ||||||||||||||||
| Legal and statutory reserves | 29 | 197.463 | 182.052 | |||||||||||||||
| Other reserve | 2.036.839 | 1.516.824 | ||||||||||||||||
| 2.730.452 | 2.195.026 | |||||||||||||||||
| Provisions | ||||||||||||||||||
| Other provisions | 30 | 2.075 | 796 | |||||||||||||||
| Current liabilities, accruals and deferred income | ||||||||||||||||||
| Liabilities to group companies | 31 | 1.370.267 | 459.564 | |||||||||||||||
| Other liabilities and accrued expenses | 32 | 2.183 | 1.870 | |||||||||||||||
| 1.372.450 | 461.434 | |||||||||||||||||
| 4.104.977 | 2.657.256 | |||||||||||||||||
| 20 |
Mobile Viewpoint Corporate
B.V. Alkmaar
Company-only profit and loss account for the year 2020
| 2020 | 2019 | |||||||||||||||||
| € | € | € | € | |||||||||||||||
| Other operating expenses | 33 | 1.961 | 3.360 | |||||||||||||||
| Total of operating result | -1.961 | -3.360 | ||||||||||||||||
| Other interest and similar income | 34 | 15.902 | 17.276 | |||||||||||||||
| Interest and similar expenses | 35 | -19.313 | -17.676 | |||||||||||||||
| Financial income and expense | -3.411 | -400 | ||||||||||||||||
| Total of result before tax | -5.372 | -3.760 | ||||||||||||||||
| Income tax expense | - | - | ||||||||||||||||
| -5.372 | -3.760 | |||||||||||||||||
| Share in result of participations | 36 | 540.798 | 747.317 | |||||||||||||||
| Total of result after tax | 535.426 | 743.557 | ||||||||||||||||
| 21 |
Mobile Viewpoint Corporate
B.V. Alkmaar
Notes to the company-only financial statements
Entity information
Registered address and registration number trade register
The registered and actual address of Mobile Viewpoint Corporate B.V. is Keesomstraat 10 E, 1821 BS in Alkmaar Nederland. Mobile Viewpoint Corporate B.V. is registered at the Chamber of Commerce under number 59790989.
General notes
The most important activities of the entity
The activities of Mobile Viewpoint Corporate B.V. primarily consist of managing participations.
The location of the actual activities
The actual address of Mobile Viewpoint Corporate B.V. is Keesomstraat 10 E, 1821 BS in Alkmaar.
General accounting principles
The accounting standards used to prepare the financial statements
The company-only financial statements are drawn up in accordance with the provisions of Title 9, Book 2 of the Dutch Civil Code and the Dutch Accounting Standards, as published by the Dutch Accounting Standards Board (‘Raad voor de Jaarverslaggeving’).
The accounting policies for the company financial statements and the consolidated financial statements are the same. Group companies are stated at net asset value in accordance with the consolidated financial statements.
For the accounting policies for the company balance sheet and income statement, reference is made to the notes to the consolidated balance sheet and income statement.
Accounting principles
Financial assets
Participations, over which significant influence can be exercised, are valued according to the net asset value method. In the event that 20% or more of the voting rights can be exercised, it may be assumed that there is significant influence.
The net asset value is calculated in accordance with the accounting principles that apply for these financial statements; with regard to participations in which insufficient data is available for adopting these principles, the valuation principles of the respective participation are applied.
If the valuation of a participation based on the net asset value is negative, it will be stated at nil. If and insofar as Mobile Viewpoint Corporate B.V. can be held fully or partially liable for the debts of the participation, or has the firm intention of enabling the participation to settle its debts, a provision is recognised for this.
If the net asset value method is used, newly acquired associates are initially measured based on the fair value of their identifiable assets and liabilities at the acquisition date. For subsequent valuations, the principles that apply for these financial statements are used, with the values upon their initial recognition as the basis.
The amount by which the carrying amount of the participation has changed since the previous financial statements as a result of the net result achieved by the participation is recognised in the company-only profit and loss account.
Participations over which no significant influence can be exercised are valued at historical cost. The result represents the dividend declared in the reporting year, whereby dividend not distributed in cash is valued at fair value.
In the event of an impairment loss, valuation takes place at the recoverable amount; an impairment is recognised and charged to the company-only profit and loss account.
| 22 |
Mobile Viewpoint Corporate
B.V. Alkmaar
Notes to the company-only balance sheet
Fixed assets
25 Financial assets
| 31-12-2020 | 31-12-2019 | |||||||
| € | € | |||||||
| Shares, certificates of shares and other types of participating interests in group companies | ||||||||
| Participation in group company Mobile Viewpoint B.V. | 2.801.892 | 2.256.781 | ||||||
| Participation in group company IQ Video Solutions B.V. | 1 | 1 | ||||||
| 2.801.893 | 2.256.782 | |||||||
| Mobile Viewpoint Corporate B.V. has direct interests in the following participations: Fully consolidated | ||||
| Mobile Viewpoint B.V., Alkmaar, the Netherlands | 100 | % | ||
| IQ Video Solutions B.V., Alkmaar, the Netherlands | 100 | % | ||
| 2020 | ||||
| € | ||||
| Participation in group company Mobile Viewpoint B.V. | ||||
| Book value as at 1 January | 2.256.781 | |||
| Profit/(Loss) | 545.111 | |||
| Book value as at 31 December | 2.801.892 | |||
| Participation in group company IQ Video Solutions B.V. | ||||
| Book value as at 1 January | 1 | |||
| Balance movements | - | |||
| Book value as at 31 December | 1 | |||
The value of the wholly-owned participation IQ Video Solutions B.V. was set as € 1 as at year-end 2020 (year-end 2019: € 1 ). The subsidiary is consolidated. Mobile Viewpoint Corporate B.V. has not given a liability undertaking or any other guarantee for this company. The negative equity is partly settled with the current account and partly as a provision.
| 23 |
Mobile Viewpoint Corporate
B.V. Alkmaar
Current assets
Receivables
| 31-12-2020 | 31-12-2019 | |||||||
| € | € | |||||||
| 26 Receivables from group companies | ||||||||
| Receivable from Mobile Viewpoint B.V. | 313.230 | 399.942 | ||||||
| Receivable from IQ Video Solutions B.V. | 1 | 1 | ||||||
| 313.231 | 399.943 | |||||||
The average intercompany balances bear interest at 4% per annum (2019: 4%). Nothing has been agreed in respect of repayment and securities.
| 24 |
Mobile Viewpoint Corporate
B.V. Alkmaar
Liabilities
27 Equity
Movements in equity were as follows:
| Share capital paid called up | Share premium | Legal and statutory reserves | Other reserve | Total | ||||||||||||||||
| € | € | € | € | € | ||||||||||||||||
| 10.000 | 486.150 | 182.052 | 1.516.824 | 2.195.026 | ||||||||||||||||
| Balance as at 1 January 2020 | ||||||||||||||||||||
| Appropriation of result | - | - | - | 535.426 | 535.426 | |||||||||||||||
| Addition in financial year | - | - | 15.411 | - | 15.411 | |||||||||||||||
| Decrease to legal and statory reserves | - | - | - | -15.411 | -15.411 | |||||||||||||||
| Balance as at 31 December 2020 | 10.000 | 486.150 | 197.463 | 2.036.839 | 2.730.452 | |||||||||||||||
28 Share capital paid called up
The authorised share capital of Mobile Viewpoint Corporate B.V. amounts to €10.000, divided in 10.000 ordinary shares of € 1. Issued capital consists of 10.000 ordinary shares.
Group structure
Triple IT Corporate B.V., established Alkmaar, is the head of the group from which Mobile Viewpoint Corporate B.V. is a part. The financial statements from Mobile Viewpoint Corporate B.V. are included in the consolidated financial statements from Triple IT Corporate B.V., which is published at chambre of commerce in the Netherlands.
On 16 August 2021 Vislink Limited aquired all shares of Mobile Viewpoint Corporate B.V. and from that moment became Mobile Viewpoint Corporate B.V. a part of Vislink Limited.
29 Legal and statutory reserves
The legal reserves are recognised in connection with capitalised development costs of participation in Mobile Viewpoint B.V.
Provisions
30 Other provisions
| 31-12-2020 | 31-12-2019 | |||||||
| € | € | |||||||
| Provision other participations | ||||||||
| Participation IQ Video Solutions B.V. | 2.075 | 796 | ||||||
| 25 |
Mobile Viewpoint Corporate
B.V. Alkmaar
| Current liabilities, accruals and deferred income | ||||||||
| 31-12-2020 | 31-12-2019 | |||||||
| € | € | |||||||
| 31 Liabilities to group companies | ||||||||
| Current account Triple IT B.V. | 592.320 | - | ||||||
| Current account Triple IT Corporate B.V. | 777.947 | 459.564 | ||||||
| 1.370.267 | 459.564 | |||||||
| The average intercompany balances bear interest at 4% per annum (2019: 4%). | ||||||||
| Nothing has been agreed in respect of repayment and securities. | ||||||||
| 32 Other liabilities and accrued expenses | ||||||||
| Other amounts payable | 2.183 | 1.870 | ||||||
Subsequent events
On 16 August 2021, Triple IT Corporate B.V. entered into agreement with Vislink Limited to sell 100% of the outstanding capital of the Company, for an aggregate purchase price of €14.8 million plus the assumption and payment of €717.785 of intercompany indebtedness, all paid by Vislink Limited in cash, subject to certain routine closing adjustments in respect of working capital and net indebtedness.
Proposal on the appropriation of result
The management of the company proposes to appropriate the result as follows:
The appropriation of profit for the period 2020 in the amount of € 535.426 will be fully added to the other reserves.
This proposal is approved by the General Meeting on 19 July 2021, and has already been processed in anticipation in the annual accounts 2020 for the Company.
Articles of association governing profit appropriation
The articles of association stipulate, in accordance with article 20, that the annual profit obtained is at the free disposal of the general meeting. A dividend distribution on the shares is possible, if and insofar as the annual equity is adequate.
| 26 |
Mobile Viewpoint Corporate
B.V. Alkmaar
| Notes to the company-only profit and loss account Average number of employees | ||||
| 2020 | ||||
| Number | ||||
| Average number of employees | - | |||
| 2019 | ||||
| Number | ||||
| Average number of employees | - |
| 2020 | 2019 | |||||||
| € | € | |||||||
| 33 Other operating expenses | 0 | 0 | ||||||
| General expenses | 1.961 | 3.360 | ||||||
| 34 Other interest and similar income | ||||||||
| Interest of receivables from group companies | 15.902 | 17.276 | ||||||
| Interest of receivables from group companies | ||||||||
| Interest current account Mobile Viewpoint B.V. | 13.998 | 15.382 | ||||||
| Interest current account IQ Video Solutions B.V. | 1.904 | 1.894 | ||||||
| 15.902 | 17.276 | |||||||
| 35 Interest and similar expenses | ||||||||
| Interest liabilities to group companies | 18.383 | 17.676 | ||||||
| Paid bank interest | 930 | - | ||||||
| 19.313 | 17.676 | |||||||
| Interest liabilities to group companies | ||||||||
| Interest current account Triple IT Corporate B.V. | 18.383 | 17.676 | ||||||
| 36 Share in result of participations | ||||||||
| Result from Mobile Viewpoint B.V. | 545.141 | 751.387 | ||||||
| Result from IQ Video Solutions B.V. | -4.343 | -4.070 | ||||||
| 540.798 | 747.317 | |||||||
| 27 |
Mobile Viewpoint Corporate
B.V. Alkmaar
Reconciliation to US GAAP:
Certain transactions and account balances that will be recorded differently when prepared in accordance with generally accepted accounting principles in the United States of America.
Under RJ 270, development costs are capitalized when specific criteria are met. Under US GAAP, these are expensed as incurred. The following table reconciles relevant items in the consolidated balance sheet as at 31 December 2020 and consolidated profit and loss accounts for 2020 to US GAAP:
| Reported under Dutch GAAP | Adjustment | US GAAP | ||||||||||
| € | € | € | ||||||||||
| Assets | ||||||||||||
| Intangible fixed assets | 197.463 | -197.463 | - | |||||||||
| Tangible fixed assets | 120.927 | - | 120.927 | |||||||||
| Inventories | 1.741.712 | - | 1.741.712 | |||||||||
| Receivables | 1.520.434 | - | 1.520.434 | |||||||||
| Cash and cash equivalents | 1.862.398 | - | 1.862.398 | |||||||||
| Total | 5.442.934 | -197.463 | 5.245.471 | |||||||||
| Liabilities | ||||||||||||
| Group equity | 2.730.452 | -197.463 | 2.532.989 | |||||||||
| Provisions | 39.493 | - | 39.493 | |||||||||
| Current liablities, accruals and deferred income | 2.672.989 | - | 2.672.989 | |||||||||
| Total | 5.442.934 | -197.463 | 5.245.471 | |||||||||
| Profit and loss account | ||||||||||||
| Net Turnover | 5.603.035 | - | 5.603.035 | |||||||||
| Cost of raw materials | -2.086.659 | - | -2.086.659 | |||||||||
| Wages and salaries | -1.706.310 | - | -1.706.310 | |||||||||
| Social security charges | -138.970 | - | -138.970 | |||||||||
| Pension contributions | -18.495 | - | -18.495 | |||||||||
| Depreciation/amortization | -182.398 | 107.046 | -75.352 | |||||||||
| Other operating expenses | -767.074 | -122.457 | -889.531 | |||||||||
| 703.129 | -15.411 | 687.718 | ||||||||||
| Interest and simulair income | -26.011 | - | -26.011 | |||||||||
| Currency exchange differences | -39.357 | - | -39.357 | |||||||||
| 637.761 | -15.411 | 622.350 | ||||||||||
| Income tax expense | -102.335 | - | -102.335 | |||||||||
| Total | 535.426 | -15.411 | 520.015 | |||||||||
| 28 |
Mobile Viewpoint Corporate
B.V. Alkmaar
The following table shows the impact of the reconciling item to the movement in equity:
| Share capital paid called up | Share premium | Legal and stator reserves | Retained Earnings | Total | ||||||||||||||||
| € | € | € | € | € | ||||||||||||||||
| Balance as at 1 januari 2020 | 10.000 | 486.150 | 182.052 | 1.516.182 | 2.194.384 | |||||||||||||||
| - | - | - | - | - | ||||||||||||||||
| Adjustment to US GAAP | - | - | - | - | - | |||||||||||||||
| Adjustment legal and statutory reserves arising from capitalization of development costs reserves | - | - | -182.052 | 182.052 | - | |||||||||||||||
| Adjustment reverse out the intangible fixed assets | - | - | - | -181.410 | -181.410 | |||||||||||||||
| - | - | - | - | - | ||||||||||||||||
| Appropriation of adjusted result per US GAAP | - | - | - | 520.015 | 520.015 | |||||||||||||||
| Balance as at 31 december 2020 | 10.000 | 486.150 | - | 2.036.839 | 2.532.989 | |||||||||||||||
| 29 |
Mobile Viewpoint Corporate
B.V. Alkmaar
Consolidated cash flow statement for the year 2020
A statement of cash flow is not required for small-sized legal entities. The statement of cash flow is required under US generally accepted accounting principles (US GAAP)
| 2020 | ||||||||
| € | € | |||||||
| Total of cash flows from (used in) operating activities | ||||||||
| Operating result | 687.718 | |||||||
| Adjustments for Depreciation | 51.712 | |||||||
| 51.712 | ||||||||
| Changes in working capital | ||||||||
| Decrease (increase) in inventories | -362.863 | |||||||
| Decrease (increase) in trade receivables | -571.401 | |||||||
| Decrease (increase) in other receivables | 28.335 | |||||||
| Accruals and prepaid expenses | 190.580 | |||||||
| Increase (decrease) in other payables | 1.516.979 | |||||||
| 801.630 | ||||||||
| Total of cash flows from (used in) operations | 1.541.060 | |||||||
| Interest paid | -26.011 | |||||||
| Income tax paid | -135.524 | |||||||
| -161.535 | ||||||||
| Total of cash flows from operating activities | ||||||||
| 1.379.525 | ||||||||
| Total of cash flows from investment activities | ||||||||
| Purchase of intangible assests | ||||||||
| Purchase of property, plant and equipment | -35.859 | |||||||
| Proceeds from sales of property, plant and equipment | 6.038 | |||||||
| Total of cash flows from investment activities | -29.821 | |||||||
| Exchange rate and translation differences on cash | -39.357 | |||||||
| Total of increase in cash and cash equivalents | 1.310.347 | |||||||
| Movement in cash and cash equivalents | ||||||||
| Cash and cash equivalents at the beginning of the period | 552.051 | |||||||
| Increase (decrease) cash and cash equivalents | 1.310.347 | |||||||
| Cash and cash equivalents at the end of the period | 1.862.398 | |||||||
Alkmaar, 1 november 2021
Director
Michael C. Bond
| 30 |
Mobile Viewpoint Corporate
B.V. Alkmaar
Other information
| 31 |
Mobile Viewpoint Corporate
B.V. Alkmaar
Independent auditor’s report
A. Report on the audit of the financial statements 2020
C. Description of responsibilities regarding the financial statements
| 32 |
Exhibit 99.2
Mobile Viewpoint Corporate B.V.
located, Alkmaar
Report on the financial
statements ending
June 30, 2021
Mobile Viewpoint Corporate B.V. Alkmaar |
| Table of contents | |
| Page | |
| Consolidated financial statements | |
| Consolidated balance sheet as at 30 June 2021 | 3 |
| Consolidated profit and loss account for the period January 01 – June 30, 2021 | 5 |
| Notes to the consolidated financial statements | 6 |
| Notes to the consolidated balance sheet | 11 |
| Notes to the consolidated profit and loss account | 16 |
| Reconciliation to US GAAP | 18 |
| Subsequent events | 18 |
Mobile Viewpoint Corporate B.V. Alkmaar |
Mobile Viewpoint Corporate
B.V. Alkmaar
Consolidated financial statements
| 2 |
Mobile Viewpoint Corporate B.V. Alkmaar |
Consolidated balance sheet as at 30 June 2021
(After proposal appropriation of result)
Assets
| 30-06-2021 | 31-12-2020 | |||||||||||||||||
| € | € | € | € | |||||||||||||||
| Fixed assets | ||||||||||||||||||
| Intangible assets | 1 | |||||||||||||||||
| Development costs | 166.509 | 197.463 | ||||||||||||||||
| Property, plant and equipment | 2 | |||||||||||||||||
| Other tangible assets | 104.847 | 120.927 | ||||||||||||||||
| Current assets | ||||||||||||||||||
| Inventories and work in progress | ||||||||||||||||||
| Finished goods for resale and parts | 3 | 1.949.427 | 1.741.712 | |||||||||||||||
| Receivables | ||||||||||||||||||
| Trade receivables | 4 | 690.947 | 1.068.960 | |||||||||||||||
| Taxes and social security charges | 5 | 269.085 | 208.968 | |||||||||||||||
| Other accounts receivable | 6 | 84 | 15.991 | |||||||||||||||
| Accruals and prepaid expenses | 7 | 445.210 | 226.515 | |||||||||||||||
| 1.405.326 | 1.520.434 | |||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||
| Cash | 838 | 838 | ||||||||||||||||
| ING Bank N.V. | 664.634 | 1.861.560 | ||||||||||||||||
| 645.472 | 1.862.398 | |||||||||||||||||
| 4.271.581 | 5.442.934 | |||||||||||||||||
| 3 |
Mobile Viewpoint Corporate B.V. Alkmaar |
Liabilities
| 30-06-2021 | 31-12-2020 | |||||||||||||||||
| € | € | € | € | |||||||||||||||
| Group equity | 8 | 2.820.893 | 2.730.452 | |||||||||||||||
| Provisions | ||||||||||||||||||
| Deferred tax liabilities | 9 | 39.493 | 39.493 | |||||||||||||||
| Current liabilities, accruals and deferred income | ||||||||||||||||||
| Trade payables | 10 | 383.931 | 272.542 | |||||||||||||||
| Liabilities to group companies | 11 | 694.264 | 1.385.660 | |||||||||||||||
| Payables relating to taxes and social security contributions | 12 | 30.251 | 34.994 | |||||||||||||||
| Other payables | 13 | 25.741 | 722.053 | |||||||||||||||
| Accruals and deferred income | 14 | 273.008 | 257.740 | |||||||||||||||
| 1.411.195 | 2.672.989 | |||||||||||||||||
| 4.271.581 | 5.442.934 | |||||||||||||||||
| 4 |
Mobile Viewpoint Corporate B.V. Alkmaar |
Consolidated profit and loss account for the period 01-01 /30-06-2021
| 01-01 /30-06-2021 | 2020 | |||||||||||||||||
| € | € | € | € | |||||||||||||||
| Net Turnover | 15 | 1.986.430 | 5.603.035 | |||||||||||||||
| Cost of raw materials | 16 | 671.849 | 2.086.659 | |||||||||||||||
| Wages and salaries | 17 | 535.368 | 1.706.310 | |||||||||||||||
| Social security charges | 18 | 69.709 | 138.970 | |||||||||||||||
| Pension contributions | 19 | 10.816 | 18.495 | |||||||||||||||
| Depreciation of intangible and tangible | 20 | |||||||||||||||||
| fixed assets | 94.515 | 182.398 | ||||||||||||||||
| Other operating expenses | 21 | 315.619 | 767.074 | |||||||||||||||
| Total of sum of expenses | 1.697.876 | 4.899.906 | ||||||||||||||||
Total of operating result | 288.554 | 703.129 | ||||||||||||||||
| Other interest and similar income | 22 | 9.846 | - | |||||||||||||||
| Interest and similar expenses | 23 | -188.108 | -26.011 | |||||||||||||||
| Currency exchange differences | - | -39.357 | ||||||||||||||||
| Financial income and expense | -178.262 | -65.368 | ||||||||||||||||
Total of result of activities before tax | 110.292 | 637.761 | ||||||||||||||||
| Income tax expense | 24 | -19.850 | -102.335 | |||||||||||||||
| Total of result after tax | 90.442 | 535.426 | ||||||||||||||||
| 5 |
Mobile Viewpoint Corporate B.V. Alkmaar |
Notes to the consolidated financial statements
Entity information
Registered address and registration number trade register
The registered and actual address of Mobile Viewpoint Corporate B.V. is Keesomstraat 10 E, 1821 BS in Alkmaar Nederland. Mobile Viewpoint Corporate B.V. is registered at the Chamber of Commerce under number 59790989.
General notes
The most important activities of the entity
The activities of Mobile Viewpoint Corporate B.V. and its group companies consist mainly of developing services and products for mobile data transmission and commercial computer management services.
Disclosure of going concern
The accounting principles applied to the valuation of assets and liabilities and the determination of results in these financial statements are based on the assumption of continuity of the company. The financial impact of the Covid-19 pandemie is small. Although a few of our customers operate in an industry that initially became hard due to the consequences of the virus and as a result we have seen a slight decrease in turnover for a few months, this has manifested itself in the recovered during the year and new turnover was also generated as a result of the measures. Because of this, the continuity assumption used is therefore not affected.
Disclosure of group structure
Mobile Viewpoint Corporate B.V. is part of a group. The head of this group is Triple IT Corporate B.V. The financial statements of Mobile Viewpoint Corporate B.V. are included in the consolidated financial statements of Triple IT Corporate B.V.
Disclosure of estimates
In applying the principles and policies for drawing up the financial statements, the directors of Mobile Viewpoint Corporate B.V. make different estimates and judgments that may be essential to the amounts disclosed in the financial statements. If it is necessary in order to provide the transparency required under Book 2, article 362, paragraph 1, the nature of these estimates and judgments, including related assumptions, is disclosed in the notes to the relevant financial statement item.
The impact of the corona crises, wich is disclosed in the paragraph ‘Disclosure of going concern’, have not led to revision of estimates in the financial statement.
Disclosure of consolidation
The consolidation includes the financial information of Mobile Viewpoint Corporate B.V., its group companies and other entities in wich it exercises control or whose central management it conducts. Group companies are entities in wich Mobile Viewpoint Corporate B.V. exercises direct or indirect control based on a shareholding of more than one half of the voting rights, or of wich it has the authority to govern otherwise their financial and operating policies. Potential voting rights that can be exercised directly from the balance sheet date are also taken into account.
Group companies and other entities in wich Mobile Viewpoint Corporate B.V. exercises control or whose central management it conducts are consolidated in full. Participating interests in group equity and group result are disclosed seperately. Participating interests over wich no control can be exercised (associates) are not included in the consolidation.
Intercompany transactions, profits and balances among group companies and other consolidated entities are eliminated, unless these results are realised through transactions with third parties. Unrealised losses on intercompany transactions are also eliminated, unless such a loss qualifies as an impairment. The accounting policies of group companies and other consolidated entities have been changed when necessary, in order to align them to the prevailing group accounting policies.
| 6 |
Mobile Viewpoint Corporate B.V. Alkmaar |
The consolidated companies are listed below:
| - | Mobile Viewpoint B.V., Alkmaar, the Netherlands (100%) | |
| - | IQ VideoSolutions B.V., Alkmaar, the Netherlands (100%) |
General accounting principles
The accounting standards used to prepare the financial statements
The consolidated financial statements are drawn up in accordance with the provisions of Title 9, Book 2 of the Dutch Civil Code and the Dutch Accounting Standards, as published by the Dutch Accounting Standards Board (‘Raad voor de Jaarverslaggeving’).
Assets and liabilities are generally valued at historical cost, production cost or at fair value at the time of acquisition. If no specific valuation principle has been stated, valuation is at historical cost.
The functional currency
Items included in the financial statements of group companies are measured using the currency of the primary economic environment in which the respective group company operates (the functional currency). The consolidated financial statements are presented in euros, which is the functional and presentation currency of Mobile Viewpoint Corporate B.V.
Foreign currency
Transactions, receivables and liabilities
Transactions in foreign currencies are stated in the financial statements at the exchange rate of the functional currency on the transaction date.
Monetary assets and liabilities in foreign currencies are converted to the closing rate on the balance sheet date of the functional currency. The translation differences resulting from settlement and conversion are credited or charged to the income statement.
Non-monetary assets measured at historical cost in a foreign currency are converted at the exchange rate on the transaction date.
Non-monetary assets (other than goodwill) measured at fair value in a foreign currency are converted at the exchange rate on the date on which the fair value was determined.
Operating leases
The corporation has lease contracts whereby a large part of the risks and rewards associated with ownership are not for the benefit of or incurred by the corporation. The lease contracts are recognised as operational leasing. Lease payments are recorded on a straight-line basis, taking into account reimbursements received from the lessor, in the consolidated profit and loss account for the duration of the contract.
Accounting principles
Intangible assets
Intangible fixed assets are stated at historical cost less amortisation. Impairments are taken into consideration; this is relevant in the event that the carrying amount of the asset (or of the cash-generating unit to which the asset belongs) is higher than its realisable value.
With regard to the determination as to whether an intangible fixed asset is subject to an impairment, please refer to the relevant section.
| 7 |
Mobile Viewpoint Corporate B.V. Alkmaar |
Research costs are recognised in the consolidated profit and loss account. Expenditure on development projects is capitalised as part of the production cost if it is likely from both a commercial and technical perspective that the project will be successful (i.e.: if it is likely that economic benefits will be realised) and the cost can be determined reliably. A legal reserve has been recognised within equity with regard to the recognised development costs for the capitalised amount. The amortisation of capitalised development costs commences at the time when the commercial production starts and takes place over the expected future useful life of the asset.
Property, plant and equipment
Other tangible fixed assets are valued at historical cost or production cost including directly attributable costs, less straight-line depreciation based on the expected future life and impairments.
Subsidies on investments will be deducted from the historical cost price or production cost of the assets to which the subsidies relate.
Inventories
Inventories (stocks) are valued at cost price based on the last known purchase price or lower realisable value.
The cost price consists of the historical cost or production cost and costs incurred in order to bring the stocks to their current location and current condition. The production cost includes direct labour and fixed and variable production overheads.
The realisable value is the estimated sales price less directly attributable sales costs. In determining the realisable value the obsolescence of the inventories is taken into account.
Receivables
Receivables are recorded initially at fair value and then at amortised cost, net of any provision for doubtful debts, determined individually. On initial recognition the fair value and the amortised cost are the same as the face value.
Cash and cash equivalents
Cash at banks and in hand represent cash in hand, bank balances and deposits with terms of less than twelve months. Overdrafts at banks are recognised as part of debts to lending institutions under current liabilities. Cash at banks and in hand is valued at nominal value.
Provisions
Provisions are measured at the best estimate of the amount that is necessary to settle the obligation as per the balance sheet date. Provisions are recognised at the present value of the expenditures expected to be required to settle the obligations, where the effect of the time value of money is material. If the period for which the expenditures are discounted is one year or less, other provisions are measured at undiscounted amounts. If a provision is measured at present value, any changes in the provision due to accrued interest are presented as interest expense.
Dutch pension schemes:
Mobile Viewpoint B.V. has a pension scheme to which the provisions of the Dutch Pension Act (`Pensioenwet’) are applicable. Mobile Viewpoint B.V. pays premiums based on (legal) requirements, a contractual or voluntary basis to an insurance companies. Premiums are recognised as employee cost when they are due. Prepaid contributions are recognised as deferred assets if these lead to a refund or reduction of future payments.
Contributions that are due but have not yet been paid are presented as liabilities.
Deferred tax liabilities
Deferred tax liabilities are recognised for temporary differences between the value of the assets and liabilities under tax regulations on the one hand and the book values applied in these financial statements on the other. The computation of the deferred tax liabilities is based on the tax rates prevailing at the end of the reporting year or the rates applicable in future years, to the extent that they have already been enacted by law.
| 8 |
Mobile Viewpoint Corporate B.V. Alkmaar |
Deferred tax balances are measured at undiscounted value.
Current liabilities
On initial recognition current liabilities are recognised at fair value. After initial recognition current liabilities are recognised at the amortised cost price, being the amount received taking into account premiums or discounts and minus transaction costs. This is usually the nominal value.
Accounting principles for determining the result
The result is the difference between the realisable value of the goods/services provided and the costs and other charges during the year. The results on transactions are recognised in the year in which they are realised.
Revenue recognition
Net turnover comprises the income from the supply of goods and services after deduction of discounts and such like and of taxes levied on the turnover.
Revenues from the goods supplied are recognised when all significant risks and rewards in respect of the goods have been transferred to the buyer.
Revenues from the services rendered are recognised in proportion to the services delivered, based on the services rendered up to the balance sheet date in proportion to the total of services to be rendered.
Gross operating result
The gross margin includes the net turnover, other operating income, costs of raw materials and consumables and costs of work contracted out, and other external costs.
Expenses of employee benefits
Short-term employee cost:
Salaries, wages and social security contributions are charged to the income statement based on the terms of employment, where they are due to employees and the tax authorities respectively.
Pension:
Mobile Viewpoint B.V. applies the liability approach for all pension schemes. The premium payable during the financial year is charged to the result. Changes in the pension provision are also charged to the result. We refer to the valuation principles for assets and liabilities, under Provision for pensions.
Amortisation of intangible assets
Intangible fixed assets are amortised from the date of initial use over the expected future economic life of the asset.
Future amortisation is adjusted if there is a change in estimated future useful life. Gains and losses from the occasional sale are included in depreciation.
Depreciation of property, plant and equipment
Tangible fixed assets are depreciated from the date of initial use over the expected future economic life of the asset, while taking into account any applicable restrictions from tangible fixed assets.
Future depreciation is adjusted if there is a change in estimated future useful life.
Gains and losses from the occasional sale of tangible fixed assets are included in depreciation. Financial income and expenses
Interest income and expenses are recognised on a pro rata basis, taking account of the effective interest rate of the assets and liabilities to which they relate. In accounting for interest expenses, the recognised transaction expenses for loans received are taken into consideration.
Exchange differences that arise from the settlement or translation of monetary items are recorded in the profit and loss account in the period in which they occur, unless hedge-accounting is applied.
| 9 |
Mobile Viewpoint Corporate B.V. Alkmaar |
Dividends to be received from participations and securities not carried at net asset value are recognised as soon as Mobile Viewpoint Corporate B.V. has acquired the right to them.
Income tax expense
Tax on the result is calculated based on the result before tax in the consolidated profit and loss account, taking account of the losses available for set-off from previous financial years and exempt profit components and after the addition of non-deductible costs. Due account is also taken of changes which occur in the deferred tax assets and deferred tax liabilities in respect of changes in the applicable tax rate.
In the financial statements of group companies a tax charge is calculated on the basis of the accounting result. The corporate income tax that is due by these group companies is charged into the current accounts with Mobile Viewpoint Corporate B.V.
| 10 |
| Mobile Viewpoint Corporate B.V. |
Alkmaar |
Notes to the consolidated balance sheet
Fixed assets
1 Intangible assets
| Development | ||||
| costs | ||||
| € | ||||
| Balance as at 1 January 2021 | ||||
| Cost or manufacturing price | 611.510 | |||
| Accumulated amortization | -414.047 | |||
| Book value as at 1 January 2021 | 197.463 | |||
| Movements | ||||
| Additions | 30.102 | |||
| Amortisations | -61.056 | |||
| Balance movements | 15.411 | |||
| Balance as at 30 June 2021 | ||||
| Cost or manufacturing price | 641.612 | |||
| Accumulated amortization | -475.103 | |||
| Book value as at 30 June 2021 | 166.509 | |||
Amortisation and depreciation on intangible assets over a period of 3 years. This period equals the useful life.
| 11 |
| Mobile Viewpoint Corporate B.V. |
Alkmaar |
2 Property, plant and equipment
| Other tangible | ||||
| assets | ||||
| € | ||||
| Balance as at 1 January 2021 | ||||
| Cost or manufacturing price | 260.217 | |||
| Accumulated depreciation | -139.290 | |||
| Book value as at 1 January 2021 | 120.927 | |||
| Movements | ||||
| Additions | 8.145 | |||
| Depreciation | -24.069 | |||
| Disposals | -4.800 | |||
| Depreciation on disposals | 4.644 | |||
| Balance movements | -16.080 | |||
| Balance as at 30 June 2021 | ||||
| Cost or manufacturing price | 269.630 | |||
| Accumulated depreciation | -164.783 | |||
| Book value as at 30 June 2021 | 104.847 | |||
Depreciation percentages used between 20%-33,3%
| 12 |
| Mobile Viewpoint Corporate B.V. |
Alkmaar |
Current assets
| 30-06-2021 | 31-12-2020 | |||||||
| € | € | |||||||
| 3 Finished goods for resale and parts | ||||||||
| Finished goods for resale | 1.124.084 | 954.428 | ||||||
| Parts | 825.343 | 787.284 | ||||||
| 1.949.427 | 1.741.712 | |||||||
| Receivables | ||||||||
| 4 Trade receivables | ||||||||
| Trade receivables | 690.947 | 1.068.960 | ||||||
| 5 Taxes and social security charges | ||||||||
| Value added tax | 143.672 | 63.515 | ||||||
| Company tax | 125.413 | 145.263 | ||||||
| Pension contributions | - | 190 | ||||||
| 269.085 | 208.968 | |||||||
| 6 Other amounts receivable | ||||||||
| Other amounts receivable | 1.215 | 10.182 | ||||||
| Deposit | 5.809 | 5.809 | ||||||
| 7.024 | 15.991 | |||||||
| 7 Accruals and prepaid expenses | ||||||||
| Prepaid expenses | 155.840 | 155.816 | ||||||
| Accruals | 282.346 | 70.699 | ||||||
| 438.186 | 226.515 | |||||||
| 13 |
| Mobile Viewpoint Corporate B.V. |
Alkmaar |
Liabilities
8 Group equity
The shareholders’ equity is explained in the notes to the non-consolidated balance sheet.
Provisions
9 Deferred tax liabilities
| 30-06-2021 | 2020 | |||||||
| € | € | |||||||
| Balance as at 1 January | 39.493 | 36.410 | ||||||
| Addition | - | 3.083 | ||||||
| Balance as at 31 December | 39.493 | 39.493 | ||||||
Deferred tax liabilities are recognised for the taxable temporary differences between the tax base and the accounting base of intangible fixed assets, and it is probable that the temporary difference will not be reversed in the foreseeable future.
Current liabilities, accruals and deferred income
| 10 Trade payables | ||||||||
| Accounts payable | 383.931 | 272.542 | ||||||
| 11 Liabilities to group companies | ||||||||
| Current account Triple IT B.V. | 698.264 | 607.713 | ||||||
| Current account Triple IT Corporate B.V. | - | 777.947 | ||||||
| 698.264 | 1.385.660 |
An interest rate of 4% (2019: 4%) is applicable to the average intercompany balances. In respect of repayment and securities, no agreements have been made.
| 12 Payables relating to taxes and social security contributions | ||||||||
| Wage tax | 30.251 | 34.994 | ||||||
| 13 Other payables | ||||||||
| Net wages | - | - | ||||||
| Audit and consultancy costs | 15.245 | 6.370 | ||||||
| Other amounts payable | 10.766 | 715.683 | ||||||
| 26.010 | 722.053 |
Other amounts payable 2020 includes management bonus €600.000.
| 14 |
| Mobile Viewpoint Corporate B.V. |
Alkmaar |
| 30-06-2021 | 31-12-2020 | |||||||
| € | € | |||||||
| 14 Accruals and deferred income | ||||||||
| Holiday allowance | 23.259 | 62.631 | ||||||
| Accruals and deferred income | 249.479 | 195.109 | ||||||
| 272.738 | 257.740 | |||||||
Contingent assets and liabilities
Off-balance sheet commitments relating to guarantees
Mobile Viewpoint B.V. has provided performance Bond Guarantee for an amount of €30.621.
Disclosure of operating leases
As per year end the commitments relating with operating lease can be specified as follows:
Total Due €79.710, within one year €25.800, between one and five years €53.910, longer than five years €0 ..
| 15 |
| Mobile Viewpoint Corporate B.V. |
Alkmaar |
Notes to the consolidated profit and loss account
| 01-01/30-6-21 | 2020 | |||||||
| € | € | |||||||
| 15 Net Turnover | ||||||||
| Turnover | 1.986.430 | 5.603.035 | ||||||
| 16 Cost of raw materials | ||||||||
| Cost of sales | 671.849 | 2.086.659 | ||||||
| 17 Wages and salaries | ||||||||
| Wages | 535.368 | 1.113.455 | ||||||
| Bonus | - | 600.000 | ||||||
| Sickness benefit | - | -7.145 | ||||||
| 535.368 | 1.706.310 | |||||||
The bonus concerns bonus management due to settlements in the past. The bonus has been paid in 2021.
| 18 Social security charges | ||||||||
| Social security charges | 85.909 | 166.042 | ||||||
| Tax credit WBSO | -16.200 | -27.072 | ||||||
| 69.709 | 138.970 | |||||||
| 19 Pension contributions | ||||||||
| Pension charges | 10.816 | 18.495 | ||||||
| 20 Depreciation of intangible and tangible fixed assets | ||||||||
| Amortisation of intangible fixed assets | 61.056 | 107.046 | ||||||
| Depreciation of tangible fixed assets | 33.459 | 75.352 | ||||||
| 94.515 | 182.398 |
| 16 |
| Mobile Viewpoint Corporate B.V. |
Alkmaar |
| 01-01/30-06-21 | 2020 | |||||||
| € | € | |||||||
| Depreciation of tangible fixed assets | ||||||||
| Other fixed assets | 24.069 | 51.712 | ||||||
| Charged depreciation costs Triple IT B.V. | 9.390 | 23.640 | ||||||
| 33.459 | 75.352 | |||||||
| 21 Other operating expenses | ||||||||
| Other expenses of employee benefits | 80.348 | 172.382 | ||||||
| Housing expenses | 34.247 | 65.181 | ||||||
| Selling expenses | 75.750 | 302.772 | ||||||
| Car expenses | 15.487 | 32.006 | ||||||
| Office expenses | 79.608 | 151.715 | ||||||
| General expenses | 30.179 | 43.018 | ||||||
| 315.619 | 767.074 | |||||||
| 22 Other interest and similar income | ||||||||
| Interest of receivables from group companies | 9.846 | - | ||||||
| 23 Interest and similar expenses | ||||||||
| Interest liabilities to group companies | - | 18.383 | ||||||
| Paid bank interest | 188.108 | 7.628 | ||||||
| Interest liabilities to group companies | 188.108 | 26.011 | ||||||
| Interest current account Triple IT Corporate B.V. | - | 18.383 | ||||||
| 24 Income tax expense | ||||||||
| Tax on result | ||||||||
| Corporate income tax current financial year | 19.850 | 99.475 | ||||||
| Corporate income tax previous financial year | - | -223 | ||||||
| Deferred corporate income tax | - | 3.083 | ||||||
| Total | 19.850 | 102.335 | ||||||
| 17 |
| Mobile Viewpoint Corporate B.V. |
Alkmaar |
Certain transactions and account balances that will be recorded differently when prepared in accordance with generally accepted accounting principles in the United States of America. The following table reconciles certain items in the consolidated balance sheet as at 30 June 2021 and consolidated profit and loss accounts for 01-01/30-06-2021 to US GAAP:
-
| Reported under Dutch GAAP | Adjustment | US GAAP | ||||||||||
| € | € | € | ||||||||||
| Assets | ||||||||||||
| Intangible fixed assets | 166.509 | -166.509 | - | |||||||||
| Tangible fixed assets | 104.847 | - | 104.847 | |||||||||
| Inventories | 1.949.427 | - | 1.949.427 | |||||||||
| Receivables | 1.405.326 | - | 1.405.326 | |||||||||
| Cash and cash equivalents | 645.472 | - | 645.472 | |||||||||
| Total | 4.271.581 | -166.509 | 4.105.072 | |||||||||
| Liabilities | ||||||||||||
| Group equity | 2.820.893 | -166.509 | 2.654.384 | |||||||||
| Provisions | 39.493 | - | 39.493 | |||||||||
| Current liabilities, accruals and deferred income | 1.411.195 | - | 1.411.195 | |||||||||
| Total | 5.442.934 | -166.509 | 4.105.072 | |||||||||
| Profit and loss account | ||||||||||||
| Net Turnover | 1.986.430 | - | 1.986.430 | |||||||||
| Cost of raw materials | 671.849 | - | -671.849 | |||||||||
| Wages and salaries | -535.368 | - | -535.368 | |||||||||
| Social security charges | -69.709 | - | -69.709 | |||||||||
| Pension contributions | -10.816 | - | -10.816 | |||||||||
| Depreciation/amortization | -94.515 | 61.056 | -33.459 | |||||||||
| Other operating expenses | -315.619 | -30.102 | -345.721 | |||||||||
| 288.554 | 30.954 | 319.508 | ||||||||||
| Interest and simulair income | -178.262 | - | -178.262 | |||||||||
| Currency exchange differences | - | - | - | |||||||||
| 110.292 | 30.954 | 141.246 | ||||||||||
| Income tax expense | -19.850 | - | -19.850 | |||||||||
| Total | 90.442 | 30.954 | 121.396 | |||||||||
On August 16 2021, Triple IT Corporate B.V. entered into agreement with Vislink Limited to sell 100% of the outstanding capital of the Company, for an aggregate purchase price of €14.8 million plus the assumption and payment of €717.785 of intercompany indebtedness, all paid by Vislink Limited in cash, subject to certain routine closing adjustments in respect of working capital and net indebtedness. The transaction was closed on August 16, 2021.
| 18 |
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined financial information presents the unaudited pro forma condensed combined balance sheet and statements of operations based upon the combined historical financial statements of Vislink Technologies, Inc. (the “Company”), and Mobile Viewpoint Corporate B.V. (“MVP”) after giving effect to the business combination (the “Transaction”) between Vislink Technologies, Inc. and MVP and adjustments described in the accompanying notes.
The following unaudited pro forma condensed combined balance sheet of MVP and the Company, as of June 30, 2021, have been prepared to reflect the effects of the MVP acquisition as if it occurred on June 30, 2021. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2020, and the six months ended June 30, 2021, combine the historical results and operations of MVP and the Company giving effect to the Transaction as if it occurred on January 1, 2020.
The unaudited pro forma condensed combined financial information should be read in conjunction with:
| ● | Vislink Technologies, Inc.’s audited consolidated financial statements and accompanying notes as of and for the year ending December 31, 2020, as contained in its Annual Report on Form 10-K filed on April 15, 2021, with the United States Securities and Exchange Commission (the “SEC”). | |
| ● | Vislink Technologies, Inc.’s unaudited condensed consolidated financial statements and accompanying notes as of and for the six months ending June 30, 2021, as contained in its Quarterly Report on Form 10-Q filed on August 16, 2021, with the SEC. | |
| ● | MVP’s audited financial statements as of and for the year ended December 31, 2020, are contained elsewhere in this filing. | |
| ● | MVP’s unaudited financial statements as of and for the six months ended June 30, 2021, are contained elsewhere in this filing. | |
| ● | The other information is contained in or incorporated by reference into this filing. |
Additional information about the basis of presentation of this information is provided in Note 1 hereto.
The unaudited pro forma condensed combined financial information was prepared under Article 11 of Regulation S-X. The unaudited pro forma adjustments reflecting the Transaction have been prepared according to business combination accounting for the acquisition under the acquisition method under ASC 805 “Business Combinations,” and the Company’s decision not to apply pushdown accounting the Transaction. Therefore, the pro forma financial information recognizes the preliminary historical basis of MVP’s acquired assets and liabilities, and any excess of the amount paid over the net assets is preliminarily recognized as Goodwill.
The unaudited pro forma condensed combined financial information is provided for informational purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the Transaction had been completed as of the dates set forth above, nor is it indicative of the future results or financial position of the combined Company. In connection with the pro forma financial information, the Company allocated the purchase price using its best fair value estimates. Accordingly, the pro forma acquisition price adjustments are preliminary and subject to further adjustments as additional information becomes available and as additional analyses are performed. The unaudited pro forma condensed combined financial information also does not give effect to the potential impact of current financial conditions, any anticipated synergies, operating efficiencies, or cost savings that may result from the Transaction or any integration costs.
| 1 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Description of Transaction
On August 16, 2021, the Company, through a wholly-owned subsidiary, entered into a stock purchase agreement with Triple I.T. Corporate B.V., a private company incorporated in the Netherlands, under which the Company acquired 100% of the outstanding capital of Mobile Viewpoint Corporate B.V., for an aggregate purchase price of €14,824,278 (or approximately $17.5 million based on a USD to EUR exchange rate of 0.85 as of August 13, 2021) plus the assumption and payment of €717,785 of intercompany indebtedness, all paid by the Company in cash, subject to certain routine closing adjustments in respect of working capital and net indebtedness. The Transaction was closed on August 16, 2021.
| 2 |
VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED BALANCE SHEETS
AS OF JUNE 30, 2021
(UNAUDITED)
(IN THOUSANDS, EXCEPT NUMBER OF SHARES AND PAR VALUE DATA)
| Vislink Technologies, Inc. | MVP DUTCH GAAP | DUTCH GAAP to US GAAP Adjustments | Notes | Pro Forma Adjustments | Notes | Pro Forma Combined | ||||||||||||||||||
| Note A | Note B | |||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||
| Current assets: | ||||||||||||||||||||||||
| Cash and cash equivalents | $ | 55,501 | $ | 788 | $ | — | $ | (19,828 | ) | (b) | $ | 36,461 | ||||||||||||
| Accounts receivable, net | 9,069 | 819 | — | — | 9,888 | |||||||||||||||||||
| Inventories, net | 9,702 | 2,310 | — | — | 12,012 | |||||||||||||||||||
| Prepaid expenses and other current assets | 2,274 | 846 | — | — | 3,120 | |||||||||||||||||||
| Total current assets | 76,546 | 4,763 | — | (19, 828) | 61,481 | |||||||||||||||||||
| Right of use assets, operating leases | 968 | — | — | 968 | ||||||||||||||||||||
| Property and equipment, net | 1,159 | 124 | — | — | 1.283 | |||||||||||||||||||
| Intangible assets, net | 1,508 | 197 | (197 | ) | (a) | — | 1,508 | |||||||||||||||||
| Trade Name | 758 | 758 | ||||||||||||||||||||||
| Proprietary Technology | 1.820 | 1.820 | ||||||||||||||||||||||
| Customer relationships | 3,791 | 3.791 | ||||||||||||||||||||||
| Goodwill | — | — | — | 8.796 | 8.796 | |||||||||||||||||||
| Total assets | $ | 80,181 | $ | 5,084 | $ | (197 | ) | $ | (4,663 | ) | $ | 80,405 | ||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||||||
| Accounts payable | $ | 2,936 | $ | 455 | $ | — | $ | — | $ | 3,391 | ||||||||||||||
| Accrued expenses | 2,449 | 1,286 | — | — | 3,735 | |||||||||||||||||||
| Notes payable | 682 | — | — | — | 682 | |||||||||||||||||||
| Current portion of PPP loan | 1,168 | — | — | — | 1,168 | |||||||||||||||||||
| Operating lease obligations, current | 485 | — | — | — | 485 | |||||||||||||||||||
| Customer deposits and deferred revenue | 5,387 | — | — | — | 5,387 | |||||||||||||||||||
| Derivative liabilities | 39 | — | — | — | 39 | |||||||||||||||||||
| Total current liabilities | 12,041 | 1,741 | — | 14,887 | ||||||||||||||||||||
| Long Term liabilities: | ||||||||||||||||||||||||
| Long-term portion of PPP loan | — | — | — | — | — | |||||||||||||||||||
| Operating lease obligations, noncurrent | 1,312 | — | — | — | 1,312 | |||||||||||||||||||
| Total Long-Term liabilities | 1,312 | — | — | — | 1,312 | |||||||||||||||||||
| Total liabilities | 14,458 | 1,741 | — | 16,199 | ||||||||||||||||||||
| Stockholders’ equity: | ||||||||||||||||||||||||
| Preferred Stock - Preferred stock – $0.00001 par value per share: 10,000,000 shares authorized as of June 30, 2021, and December 31, 2020; -0- shares issued and outstanding as of June 30, 2021, and December 31, 2020 | — | — | — | — | — | |||||||||||||||||||
| Common Stock - 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 June 30, 2021 and December 31, 2020, respectively | — | — | — | — | — | |||||||||||||||||||
| Additional paid-in capital | 339,514 | — | — | — | 339,514 | |||||||||||||||||||
| Accumulated other comprehensive income (loss) | 134 | (91 | ) | — | 91 | (c) | 134 | |||||||||||||||||
| Treasury stock, at cost – 2,659, shares at June 30, 2021 and December 31, 2020, respectively | (277 | ) | — | — | — | (277 | ) | |||||||||||||||||
| Accumulated deficit | (273,648 | ) | 3,434 | (4,951 | ) | (c) | (275,165 | ) | ||||||||||||||||
| Total stockholders’ equity | 65,723 | 3,343 | (4,860 | ) | 64,206 | |||||||||||||||||||
| Total liabilities and stockholders’ equity | $ | 80,181 | $ | 5,084 | $ | $ | (4,860 | ) | $ | 80,405 | ||||||||||||||
See accompanying notes to the unaudited pro forma condensed combined financial statements
| 3 |
VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE SIX MONTHS ENDED JUNE 30, 2021
(UNAUDITED)
(IN THOUSANDS, EXCEPT NUMBER OF SHARES AND PAR VALUE DATA)
| Vislink Technologies, Inc. | MVP DUTCH GAAP | DUTCH GAAP to US GAAP Adjustments | Notes | Pro Forma Adjustments | Notes | Pro Forma Combined | ||||||||||||||||||
| Note A | Note B | |||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||
| Revenues, net | $ | 11,640 | $ | 2,394 | $ | — | $ | — | $ | 14,034 | ||||||||||||||
| Cost of revenue and operating expenses | ||||||||||||||||||||||||
| Cost of components and personnel | 5,770 | 1,550 | — | — | 7,320 | |||||||||||||||||||
| Inventory valuation adjustments | 311 | — | — | — | 311 | |||||||||||||||||||
| General and administrative expenses | 7,398 | 382 | 37 | (a) | 1,517 | (d) | 9,334 | |||||||||||||||||
| Research and development expenses | 1,320 | — | — | — | 1,320 | |||||||||||||||||||
| Amortization and depreciation | 517 | 114 | (74 | ) | (a) | 397 | (f) | 954 | ||||||||||||||||
| Total Operating Expenses | 15,316 | 2,046 | (37 | ) | 1,914 | 19,239 | ||||||||||||||||||
| (Loss) income from Operations | (3,676 | ) | 348 | 37 | (1,914 | ) | (5,205 | ) | ||||||||||||||||
| Other Income (Expense) | ||||||||||||||||||||||||
| Change in fair value of derivative liabilities | (17 | ) | — | — | — | (17 | ) | |||||||||||||||||
| Gain on settlement of debt | 194 | — | — | — | 194 | |||||||||||||||||||
| Other income | 2 | 12 | — | — | 14 | |||||||||||||||||||
| Interest expense | (4 | ) | (227 | ) | — | — | (231 | ) | ||||||||||||||||
| Total Other Income (Expense) | 175 | (215 | ) | — | — | (40 | ) | |||||||||||||||||
| Net (loss) income before income tax provision | (3,501 | ) | 133 | 37 | (1,914 | ) | (5,245 | ) | ||||||||||||||||
| Income tax provision | — | (24 | ) | — | — | (24 | ) | |||||||||||||||||
| Net loss (income) | $ | (3,501 | ) | $ | 109 | $ | 37 | $ | (1,914 | ) | $ | (5,269 | ) | |||||||||||
| Net Loss Per Share Basic and Diluted | $ | (0.09 | ) | $ | — | $ | — | $ | — | $ | (0.13 | ) | ||||||||||||
| Weighted Average Shares Outstanding | ||||||||||||||||||||||||
| Basic and Diluted | 41,145 | — | — | — | 41,145 | |||||||||||||||||||
| Comprehensive (loss) income | ||||||||||||||||||||||||
| Net (loss) income | $ | (3,501 | ) | $ | 109 | $ | 37 | $ | (1,914 | ) | $ | (5,269 | ) | |||||||||||
| Unrealized gain (loss) on currency translation adjustment | (14 | ) | — | — | — | (14 | ) | |||||||||||||||||
| Comprehensive (loss) income | $ | (3,515 | ) | $ | 109 | $ | 37 | $ | (1,914 | ) | $ | (5,283 | ) | |||||||||||
See accompanying notes to the unaudited pro forma condensed combined financial statements
| 4 |
VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
FOR THE YEAR ENDED DECEMBER 31, 2020
(IN THOUSANDS, EXCEPT NUMBER OF SHARES AND PAR VALUE DATA)
| Vislink Technologies, Inc. | MVP DUTCH GAAP | DUTCH GAAP to US GAAP Adjustments | Notes | Pro Forma Adjustments | Notes | Pro Forma Combined | ||||||||||||||||||
| Note A | Note B | |||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||
| Revenues, net | $ | 11,640 | $ | 6,400 | $ | — | $ | — | $ | 29,282 | ||||||||||||||
| Cost of revenue and operating expenses | ||||||||||||||||||||||||
| Cost of components and personal | 13,867 | 2,385 | — | — | 16,252 | |||||||||||||||||||
| Inventory valuation adjustments | 415 | — | — | — | 415 | |||||||||||||||||||
| General and administrative expenses | 17,024 | 3,050 | 139 | (a) | 1,517 | (c) | 21,730 | |||||||||||||||||
| Gain on lease termination | (21 | ) | — | — | — | (21 | ) | |||||||||||||||||
| Research and development expenses | 2,698 | — | — | — | 2,698 | |||||||||||||||||||
| Loss on the abandonment of property and equipment | 680 | — | — | — | 680 | |||||||||||||||||||
| Impairment on right-of-use assets | 3,801 | — | — | — | 895 | |||||||||||||||||||
| Impairment of inventory | 1,411 | — | — | — | 3,801 | |||||||||||||||||||
| Amortization and depreciation | 517 | 208 | (122 | ) | (b) | 789 | (e) | 2,286 | ||||||||||||||||
| Total Operating Expenses | 40,770 | 5,643 | 17 | 2,306 | 48,736 | |||||||||||||||||||
| (Loss) income from Operations | (17,888 | ) | 757 | (17 | ) | (2,306 | ) | (19,454 | ) | |||||||||||||||
| Other income (expense) | ||||||||||||||||||||||||
| Change in fair value of derivative liabilities | 8 | — | — | — | 8 | |||||||||||||||||||
| Gain on settlement of related party obligations | 331 | — | — | — | 331 | |||||||||||||||||||
| Gain on settlement of debt | 90 | — | — | — | 90 | |||||||||||||||||||
| Other income | 5 | — | — | — | 5 | |||||||||||||||||||
| Interest expense | (121 | ) | (30 | ) | — | — | (151 | ) | ||||||||||||||||
| Total other income (expense) | 313 | (30 | ) | — | — | 283 | ||||||||||||||||||
| (Loss) income before income tax provision | 17,575 | 727 | (17 | ) | (2,306 | ) | (19,171 | ) | ||||||||||||||||
| Income tax provision | — | (117 | ) | — | — | (117 | ) | |||||||||||||||||
| Net (Loss) income | (17,575 | ) | 610 | (17 | ) | (2,306 | ) | $ | (19,288 | ) | ||||||||||||||
| Net Loss Per Share Basic and Diluted | $ | (1.19 | ) | $ | — | $ | — | $ | — | $ | (1.30 | ) | ||||||||||||
| Weighted Average Shares Outstanding | ||||||||||||||||||||||||
| Basic and Diluted | 14,811 | — | — | — | 14,811 | |||||||||||||||||||
| Comprehensive (loss) income | ||||||||||||||||||||||||
| Net loss | $ | (17,575 | ) | 610 | (17 | ) | 2,306 | $ | (19,288 | ) | ||||||||||||||
| Unrealized gain (loss) on currency translation adjustment | (59 | ) | (59 | ) | ||||||||||||||||||||
| Comprehensive (loss) income | (17,634 | ) | 610 | (17 | ) | (2,306 | ) | (19,347 | ) | |||||||||||||||
See accompanying notes to the unaudited pro forma condensed combined financial statements
| 5 |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Please Note That All Monetary Amounts Other Than Per Share Information Are Presented in Thousands Unless Otherwise Indicated.
1. Basis of Presentation
The unaudited pro forma condensed combined financial information set forth herein is based upon the consolidated financial statements of Vislink Technologies, Inc. and MVP. The unaudited pro forma condensed combined financial information is presented as if the Transaction had been completed on June 30, 2021, with respect to the unaudited pro forma condensed combined balance sheet as of June 30, 2021, and as of January 1, 2020 with respect to the unaudited pro forma condensed combined statements of operations for each of the six months ended June 30, 2021, and for the year ended December 31, 2020.
The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations had the Transaction occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined Company will experience after the completion of the Transaction.
The Company accounts for the acquisition under the acquisition method under ASC 805 “Business Combinations,” and we elected not to apply pushdown accounting to acquire MVP. Therefore, we chose to recognize the preliminary historical basis of MVP’s acquired assets and liabilities. Any excess of the amount paid over the net assets is preliminarily recognized as Goodwill.
Vislink Technologies, Inc.’s consolidated financial information is prepared under U.S. Generally Accepted Accounting Principles (“GAAP”) as issued by the FASB and is presented in U.S. Dollars (“USD”). MVP’s financial information has been historically prepared in accordance with local Financial Reporting Standards (“DUTCH GAAP”) and was presented in Euros (“EUR”) and has been converted for the purpose of this unaudited pro forma condensed consolidated financial information to be consistent with the Vislink Technologies, Inc. presentation.
Pro forma adjustments reflected in the pro forma condensed combined statements of operations are based on factually supportable items, directly attributable to the Transaction.
On July 31, 2020, the Board of Directors approved a 1-for-6 reverse stock split. Upon effectiveness of the reverse stock split, every six shares of an outstanding common stock decreased to one share of common stock. Management has reflected the reverse split herein unless otherwise indicated.
| 6 |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Unaudited Pro Forma Condensed Combined Balance Sheet – As of June 30, 2021
Note A: Derived from the unaudited condensed consolidated balance sheet of Vislink Technologies, Inc. and its subsidiaries as of June 30, 2021, as presented in the Company’s quarterly 10-Q filing.
Note B: Derived from MVP’s unaudited condensed DUTCH GAAP balance sheet as of June 30, 2021, included below and translated from Euro to USD. The indicated exchange rate used to translate Euro to USD on June 30, 2021, was the rate of 1.185052 as set out in the table below:
Euro to USD Translation:
| MVP | Exchange Rate | MVP | ||||||||||
| (Euro) | 1.185052 | (USD) | ||||||||||
| Assets | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | € | 665 | $ | 788 | ||||||||
| Accounts receivable, net | 691 | 819 | ||||||||||
| Inventory | 1,949 | 2,310 | ||||||||||
| Prepaid expenses and other current assets | 714 | 846 | ||||||||||
| Total current assets | 4,019 | 4,763 | ||||||||||
| Property and equipment, net | 105 | 124 | ||||||||||
| Intangible assets, net | 167 | 197 | ||||||||||
| Total assets | € | 4,291 | $ | 5,084 | ||||||||
| Liabilities and stockholders' equity | ||||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable | € | 384 | $ | 455 | ||||||||
| Accrued liabilities | 1,086 | 1,286 | ||||||||||
| Total current liabilities | 1,470 | 1,741 | ||||||||||
| Stockholders’ equity: | ||||||||||||
| Accumulated other comprehensive loss | — | (91 | ) | |||||||||
| Retained earnings | 2,821 | 3,434 | ||||||||||
| Total stockholders' equity | 2,878 | 3,343 | ||||||||||
| Total Liabilities and Stockholders' Equity | € | 4,291 | $ | 5,084 | ||||||||
| 7 |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Six Months Ended June 30, 2021
Note A: Derived from the unaudited condensed consolidated statement of operations of Vislink Technologies, Inc. and its subsidiaries for the six months ended June 30, 2021, as presented in the Company’s quarterly 10-Q filing.
Note B: Derived from the unaudited condensed DUTCH GAAP statement of operations of MVP for the six months ended June 30, 2021, included below and translated from Euro to USD. The average exchange rate used to translate Euro to USD for the six months ended June 30, 2021, was the rate of 1.205237 as set out in the table below.
Euro to USD Translation:
| MVP | Exchange Rate | MVP | ||||||||||
| (Euro) | 1.205237 | (USD) | ||||||||||
| Revenues | € | 1,986 | $ | 2,394 | ||||||||
| Cost of revenue and operating expenses | ||||||||||||
| Cost of components | 1,286 | $ | 1,550 | |||||||||
| General and administrative expenses | 317 | 382 | ||||||||||
| Amortization and depreciation | 95 | 114 | ||||||||||
| Total cost of revenue and operating expenses | 1,698 | 2,046 | ||||||||||
| Income from operations | 288 | 396 | ||||||||||
| Other (Expense) Income | ||||||||||||
| Interest income | 10 | 12 | ||||||||||
| Interest expense | (188 | ) | (227 | ) | ||||||||
| Total other (expense) income | (178 | ) | (215 | ) | ||||||||
| Net income before income tax provision | 110 | 133 | ||||||||||
| Income tax provision | (20 | ) | (24 | ) | ||||||||
| Net lncome | € | 90 | $ | 109 | ||||||||
| 8 |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(In Thousands)
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2020
Note A: Derived from the audited condensed consolidated statement of operations of Vislink Technologies, Inc. and its subsidiaries for the year ended December 31, 2020, as presented on the Company’s annual 10-K filing.
Note B: Derived from the audited condensed DUTCH GAAP statement of operations of MVP for the year ended December 31, 2020, included below and translated from Euro to USD. The average exchange rate used to translate Euro to USD for the year ended December 31, 2020, was the rate of 1.142298, as set out in the table below.
Euro to USD Translation:
| MVP | Exchange Rate 1.142298 | MVP | ||||||||||
| (Euro) | (USD) | |||||||||||
| Revenues | ||||||||||||
| Revenues, net | € | 5,603 | $ | 6,400 | ||||||||
| Cost of revenue and operating expenses | ||||||||||||
| Cost of components and personal | 2,088 | 2,385 | ||||||||||
| General and administrative expenses | 2,670 | 3,050 | ||||||||||
| Amortization and depreciation | 182 | 208 | ||||||||||
| Total cost of revenue and operating expenses | 4,940 | 5,643 | ||||||||||
| Income from operations | 663 | 757 | ||||||||||
| Other (expense) income: | ||||||||||||
| Interest expense | (26 | ) | (30 | ) | ||||||||
| Total other (expense) income | (26 | ) | (30 | ) | ||||||||
| Income before income tax provision | 637 | 727 | ||||||||||
| Income tax expense | (102 | ) | (117 | ) | ||||||||
| Net income | € | 535 | $ | 610 | ||||||||
| 9 |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
2. Consideration Transferred and recognized amounts of identifiable assets acquired and liabilities assumed
The following table summarizes the preliminary allocation of the historical value of the assets and liabilities as of August 16, 2021 acquisition date, and the preliminary allocation of the consideration paid in excess of net assets acquired. Material amounts may adjust the preliminary allocation to certain assets and liabilities as the Company finalizes its analysis of MVP.
| Fair value of consideration transferred: | ||||
| Cash | $ | 18,311,000 | ||
| Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||
| Cash | $ | 965,000 | ||
| Accounts receivable, net | 911,000 | |||
| Inventories, net | 2,534,000 | |||
| Prepaid expenses and other current assets | 625,000 | |||
| Property and equipment, net | 149,000 | |||
| Accounts payable | (507,000 | ) | ||
| Accrued expenses | (551,000 | ) | ||
| Customer deposits and deferred revenue | (293,000 | ) | ||
| Total identifiable net assets | $ | 3,833,000 | ||
| Consideration paid | $ | 18,311,000 | ||
| Total identifiable net assets acquired | 3,833,000 | |||
| Excess of consideration paid over net assets acquired | $ | 14,478,000 | ||
| Preliminary allocation of the consideration paid in excess of the net assets acquired: | ||||
| Trade name | $ | 730,000 | ||
| Proprietary technology | 1,850,000 | |||
| Customer relationships | 3,723,000 | |||
| Goodwill | 8,175,000 | |||
| Total intangible assets acquired | $ | 14,478,000 | ||
| 10 |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
3. Intangible Assets Acquired
The Purchaser acquired intangible assets from MVP as a result of the Transaction. The Tradename, Proprietary Technology, and Customer Relationships are intangible assets noted to have a finite life while Goodwill has an indefinite life span. The finite life intangible assets will be amortized using the straight-line method of the respective lives of each asset, while the indefinite life intangible assets will not be amortized.
Based thereon, below are the acquired intangibles with their relative useful lives and method of amortization
| Intangible Asset | Useful Life | Amortization Method | ||
| Tradename | 15 Years | Straight-line | ||
| Proprietary Technology | 5 Years | Straight-line | ||
| Customer Relationships | 10 Years | Straight-line | ||
| Goodwill | Indefinite | N/A |
The pro forma condensed combined statements of operations above for the periods ending June 31, 2021, and December 31, 2020, both include pro forma adjustments related to the amortization of the intangible assets acquired. For pro forma purposes, the finite life intangible assets are amortized on a straight-line basis beginning on January 1, 2020, as if the Transaction occurred on that date.
| 11 |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
5. Income Tax Adjustments
The entity of Mobile Viewpoint Corporate B.V. is subject to the local taxing authorities of the Netherlands. The tax consequences subject to the entity are indeterminable at the time of this filing.
6. Detailed Notes – DUTCH GAAP to US GAAP Adjustments
| (a) | To reclassify foreign currency differences to general and administrative expense and derecognize intangible assets related to research and development cost capitalized under Dutch GAAP to conform to US GAAP. |
7. Detailed Notes – Pro Forma Adjustments
| (b) | To reflect one-time and nonrecurring transaction costs associated with the acquisition of $1,517 million and the acquisition price of $18,311 million. |
| (c) | Adjustment to eliminate historical June 30, 2021, MVP retained earnings of $3,434 million, recognized the $1,517 million of one-time nonrecurring transactions costs, and eliminated accumulated other comprehensive income generated by MVP of $0.91 million. |
| (d) | to recognize the $1,517 million of one-time nonrecurring transactions costs |
| (e) | amortization recognized on intangible assets for the year ended December 31, 2020. |
| (f) | amortization recognized on intangible assets for the six months ended June 30, 2021. |
| (g) | Preliminary allocation of the consideration paid in excess of the net assets acquired on June 30, 2021 (in thousand) is as follows: |
| Consideration paid | $ | 18,311 | ||
| Net assets acquired: | ||||
| Total MVP assets | $ | 5,084 | ||
| Total MVP liabilities | (1,741 | ) | ||
| Local to US GAAP adjustment | (197 | ) | ||
| Net assets acquired | 3,146 | |||
| Excess of consideration paid over net assets acquired | $ | 15,165 | ||
| Allocation of the consideration paid in excess of the net assets acquired: | ||||
| Trade name | $ | 758 | ||
| Proprietary technology | 1,820 | |||
| Customer relationships | 3,791 | |||
| Goodwill | 8,796 | |||
| $ | 15,165 |
| 12 |