8-K
Vislink Technologies, Inc. (VISL)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): November 15, 2021
VislinkTechnologies, Inc.
(Exactname of registrant as specified in its charter)
| Delaware | 001-35988 | 20-5856795 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>ofincorporation) | (Commission<br><br> <br><br><br> <br>File Number) | (I.R.S.Employer<br><br> <br>Identification No.) |
101Bilby Road, Suite 15, Building 2
Hackettstown,NJ 07840
(Addressof principal executive offices)
Registrant’stelephone number, including area code: (941) 953-9035
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.00001 per share | VISL | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Conditions. |
|---|
On November 15, 2021, Vislink Technologies, Inc. (the “Company” or “Vislink”) issued a press release, a copy of which is furnished herewith as Exhibit 99.1, announcing the Company’s financial results for the quarter ended September 30, 2021 (the “Press Release”).
The information contained in Item 2.02 of this Current Report on Form 8-K, including the Press Release, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, this information shall not be deemed incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.
CautionaryNote Regarding Forward-Looking Statements
Certain statements in this communication and the Press Release are forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995.
The Press Release contains forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Any statements, other than statements of historical fact included in the Press Release, including those regarding the Company’s strategy, future operations, future financial position, effects of any contemplated cost-savings measures, changes to its product offerings or changes to its lines of business, projected expenses, prospects, plans, objectives of management and financial reporting abilities, maintenance of new product pipeline and technical innovation, the Company’s expected focus on financial discipline and cost reduction efforts, any planned adjustments to its workforce, expected market opportunities across the Company’s operating segments, the Company’s expectations as to the effects of its contemplated cost-savings measures, changes to its product offerings or changes to its lines of business, including operational efficiencies and future capital allocation, the effects of the COVID-19 pandemic, the sufficiency of the Company’s capital resources to fund the Company’s operations and any statements regarding future results are forward-looking statements. Vislink may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in any forward-looking statements such as the foregoing and you should not place undue reliance on such forward-looking statements. Such statements are based on management’s current expectations and involve risks and uncertainties, including those discussed in Vislink’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on April 15, 2021 and in subsequent filings with, or submissions to, the SEC.
The statements made in this Current Report on Form 8-K and the Press Release speak only as of the date stated herein, and subsequent events and developments may cause the Company’s expectations and beliefs to change. While the Company may elect to update these forward-looking statements publicly at some point in the future, the Company specifically disclaims any obligation to do so, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s views as of any date after the date stated herein.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press<br> Release of the Company, dated as of November 15, 2021 |
| 104 | Cover<br> 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:<br> November 15, 2021 | |
| By: | /s/ Carleton M. Miller |
| --- | --- |
| Name: | Carleton<br> M. Miller |
| Title: | Chief<br> Executive Officer |
Exhibit 99.1
VislinkReports Third Quarter 2021 Financial Results
Increased Revenue by133% Year- Over-Year and 47% Sequentially; Delivered over $1 Million Positive EBITDA
Hackettstown,NJ — November 15, 2021 — Vislink (“the “Company”) (Nasdaq: VISL), a global technology leader in the capture, delivery and management of high quality, live video and associated data in the media & entertainment, law enforcement and defense markets, today reported financial results for the quarter ended September 30, 2021. Company management will host a live webcast on Tuesday, November 16, 2021 at approximately 10:00 a.m. ET to review the Company’s financial and operating results and provide a general business update (see webcast details below).
ThirdQuarter 2021 Financial Highlights:
| ● | Revenues<br> for the three months ended September 30, 2021 were $11.2 million, compared to $4.8 million for the three months ended September 30,<br> 2020 and $7.6 million for the three months ended June 30, 2021. |
|---|---|
| ● | Revenues<br> for the nine months ended September 30, 2021 were $22.8 million, compared to $16.1 million for the nine months ended September 30,<br> 2020. |
| ● | EBITDA<br> (earnings before interest, taxes depreciation and amortization) was $1.04 million for the three months ended September 30, 2021,<br> compared to a negative $2.4 million for the three months ended September 30, 2020, and a negative $578,000 for the three months ended<br> June 30, 2021. |
| ● | Ended<br> the third quarter of 2021 with $38 million in cash. |
| ● | Gross<br> margins were 62.3% of revenue in the third quarter of 2021, compared to 31.8% of revenue in the third quarter of 2020, and 52.8%<br> of revenue in the second quarter of 2021. |
| ● | Net<br> income attributable to common shareholders was $676,000, or $(0.01) per share in the third quarter 2021 compared to a net loss of<br> $2.8 million, or $(0.17) per share in the third quarter of 2020. |
| ● | Net<br> loss attributable to common shareholders was $2.8 million, or $(0.07) per share for the nine months ended September 30, 2021 compared<br> to a net loss of $8 million, or $(0.61) per share for the nine months ended September 30, 2020. |
ThirdQuarter 2021 Business Highlights:
| ● | Finalized the acquisition of Mobile Viewpoint for $18.3 million (€15.5 million). The acquisition provides Vislink the opportunity<br> to fulfill its strategic aim of providing an industry-leading portfolio of live video acquisition, contribution and distribution<br> solutions that meet the demanding needs of media, enterprise, defense and government organizations. |
|---|---|
| ● | Had its video communications solutions deployed at events during the Summer Olympics in Tokyo, Japan. Vislink wireless camera systems<br> and related components were utilized by the Company’s broadcast service partners, while Mobile Viewpoint deployed 75 cellular<br> encoders for outside broadcast and its TrolleyLive professional studio-in-a-box solution. |
| ● | Participated in the world’s first standalone 5G network introduced in MotoGP. At the British Grand Prix race, Vislink, in collaboration<br> with BT Sport, Dorna and the University of Strathclyde, showcased a private 5G network for sports broadcasting. |
| ● | Announced the launch of Vislink Connect™ bonded cellular service. The Vislink Connect solution is designed to enable robust, reliable<br> and economical transmissions for live video production. It features all-IP remote live production workflows, a variety of<br> data plan options and predictable costs. |
| ● | Introduced new product innovations. The Company released updates to key products during the quarter, including the Quantum receiver and<br> portable IPLink RF transmission system. These products, in addition to others released in the first half of 2021, such as satcom<br> solutions like the DVE 6100, have continued to be among the Company’s most well-received in the market. |
“We are very pleased to report that our revenues in the third quarter grew sharply to $11.2 million, which represented an increase of over 133% year-over-year and over 47% sequentially,” said Mickey Miller, CEO of Vislink. “In addition to accelerating our sales growth, we also grew our profitability substantially over prior periods, achieving EBITDA of over $1 million. This is a testament to our pursuit of sustainable growth of the business while maintaining financial discipline and cost containment.”
He also stated, “Our activities in the third quarter highlighted the direction that we believe holds the most promise for Vislink’s future. The acquisition of Mobile Viewpoint represents a perfect complement to our 50 years’ experience developing and deploying advanced video communications. Adding their solutions to our existing offerings expands our capabilities in the areas of bonded cellular and 5G communications, AI-driven studio and sports production, remote live streaming and drone backhaul solutions. These are all key enabling technologies that will drive the next generation of live video production and will allow us to maintain our industry leadership role. Our Mobile Viewpoint acquisition has already begun to bear fruit, namely in the launch of Vislink Connect, the first jointly-developed product offering brought to market by the combined companies. We expect to announce additional new solutions over the upcoming quarters that leverage the respective innovations of both organizations.”
He concluded, “Our strong financial performance in the third quarter, combined with the comprehensive range of technologies we can now leverage, place us in an excellent position to capture future business opportunities in our key markets. We look forward to continuing our efforts to grow our business responsibly and working to deliver value for Vislink shareholders.”
FinancialResults Webcast Details
On Tuesday, November 16, 2021 Vislink’s CEO, Mickey Miller, and CFO, Michael Bond, will host a webcast at approximately 10:00 a.m. ET to review the Company’s financial and operating results and provide a general business update. This webcast will be live at the following at the following link:
https://services.choruscall.com/mediaframe/webcast.html?webcastid=MN8jv5Bi. Investors will be able to submit questions during the webcast.
Non-GAAPFinancial Measure: EBITDA
To supplement our financial results presented in accordance with Generally Accepted Accounting Principles (GAAP), we are presenting EBITDA in this earning release and the related earning conference call. EBITDA is a non-GAAP financial measure that is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies. We define EBITDA as our net income (loss), excluding the impact of depreciation and amortization expense and interest income (expense). We have presented EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our operating performance, to establish budgets and to develop operational goals for managing our business. In particular, we believe that excluding the impact of these expenses in calculating EBITDA can provide a useful measure for period-to-period comparisons of our core operating performance.
AboutVislink Technologies, Inc.
Vislink is a global technology business specializing in the collection, delivery, and management of high quality, live video and associated data from the scene of the action to the viewing screen. For the broadcast markets, Vislink provides solutions for the collection of live news, sports, and entertainment events. Vislink also furnishes the surveillance and defense markets with real-time video intelligence solutions using a variety of tailored transmission products. Through its Mobile Viewpoint product lines, Vislink also provides live streaming solutions using bonded cellular, 5G and AI-driven technologies for automated news and sports productions.
The Vislink team also provides professional and technical services utilizing a staff of technology experts with decades of applied knowledge and real-world experience to the areas of terrestrial microwave, satellite, fiber optic, surveillance, and wireless communications systems, to deliver a broad spectrum of customer solutions. Vislink’s shares of Common Stock are publicly traded on the Nasdaq Capital Market under the ticker symbol “VISL.” For more information, visit www.vislink.com.
Noteon Forward-looking Statements
Certain statements in this press release are forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. This press release contains forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Any statements, other than statements of historical fact included in this press release, including those regarding the Company’s strategy, future operations, future financial position, projected expenses, prospects, plans, objectives of management, new capabilities, product and solutions launches, expected contract values, acquisitions integration, and expected market opportunities across the Company’s operating segments, the effects of the COVID-19 pandemic, the sufficiency of the Company’s capital resources to fund the Company’s operations and any statements regarding future results are forward-looking statements. Vislink may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in any forward-looking statements such as the foregoing and you should not place undue reliance on such forward-looking statements. Such statements are based on management’s current expectations and involve risks and uncertainties, including those discussed in Vislink’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on April 15, 2021 and in subsequent filings with, or submissions to, the SEC.
The statements made in this press release speak only as of the date stated herein, and subsequent events and developments may cause the Company’s expectations and beliefs to change. While the Company may elect to update these forward-looking statements publicly at some point in the future, the Company specifically disclaims any obligation to do so, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s views as of any date after the date stated herein.
Contacts
MediaRelations:
Charlotte van Hertum
Charlotte.vanhertum@vislink.com
InvestorRelations:
investors@vislink.com
VISLINKTECHNOLOGIES, INC. AND SUBSIDIARIES
UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVEINCOME (LOSS)
(INTHOUSANDS EXCEPT NET LOSS PER SHARE DATA)
| For the Three Months Ended | For the Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Revenue, net | $ | 11,200 | $ | 4,778 | $ | 22,840 | $ | 16,138 | ||||
| Cost of revenue and operating expenses | ||||||||||||
| Cost of components and personnel | 4,224 | 3,257 | 9,994 | 8,505 | ||||||||
| Inventory valuation adjustments | 278 | 195 | 589 | 244 | ||||||||
| General and administrative expenses | 6,007 | 3,200 | 13,405 | 12,721 | ||||||||
| Gain on lease termination | — | — | — | (21 | ) | |||||||
| Research and development expenses | 841 | 616 | 2,161 | 1,831 | ||||||||
| Amortization and depreciation | 343 | 337 | 860 | 1,094 | ||||||||
| Total cost of revenue and operating expenses | 11,693 | 7,605 | 27,009 | 24,374 | ||||||||
| Loss from operations | (493 | ) | (2,827 | ) | (4,169 | ) | (8,236 | ) | ||||
| Other income (expense) | ||||||||||||
| Changes in fair value of derivative liabilities | 25 | 82 | 8 | 1 | ||||||||
| Gain on settlement of related party obligation | — | — | — | 331 | ||||||||
| Gain on settlement of debt | 1,168 | — | 1,362 | — | ||||||||
| Other income | 1 | 5 | 3 | 5 | ||||||||
| Interest expense | (25 | ) | (53 | ) | (29 | ) | (102 | ) | ||||
| Total other income (expense) | 1,169 | 34 | 1,344 | 235 | ||||||||
| Net income (loss) | $ | 676 | $ | (2,793 | ) | $ | (2,825 | ) | $ | (8,001 | ) | |
| Basic and diluted loss per share | $ | (0.01 | ) | $ | (0.17 | ) | $ | (0.07 | ) | $ | (0.61 | ) |
| Weighted average number of shares outstanding: | ||||||||||||
| Basic and diluted | 45,748 | 16,296 | 42,696 | 13,084 | ||||||||
| Comprehensive income (loss): | ||||||||||||
| Net income (loss) | $ | 676 | $ | (2,793 | ) | $ | (2,825 | ) | $ | (8,001 | ) | |
| Unrealized gain (loss) on currency translation adjustment | (394 | ) | (192 | ) | (408 | ) | 57 | |||||
| Comprehensive income (loss) | $ | 282 | $ | (2,985 | ) | $ | (3,233 | ) | $ | (7,944 | ) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
VISLINKTECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATEDBALANCE SHEETS
(INTHOUSANDS EXCEPT SHARE AND PER SHARE DATA)
| December 31, | |||||
|---|---|---|---|---|---|
| 2020 | |||||
| ASSETS | |||||
| Current assets | |||||
| Cash | 38,057 | $ | 5,190 | ||
| Accounts receivable, net | 5,305 | 4,525 | |||
| Inventories, net | 12,545 | 5,986 | |||
| Prepaid expenses and other current assets | 2,606 | 814 | |||
| Total current assets | 58,513 | 16,515 | |||
| Right of use assets, operating leases | 911 | 1,077 | |||
| Property and equipment, net | 1,294 | 1,138 | |||
| Intangible assets, net | 15,685 | 1,921 | |||
| Total assets | 76,403 | $ | 20,651 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities | |||||
| Accounts payable | 2,597 | $ | 4,104 | ||
| Accrued expenses | 3,763 | 2,340 | |||
| Notes payable | 392 | 25 | |||
| Current portion of PPP loan | — | 905 | |||
| Operating lease obligations, current | 486 | 475 | |||
| Customer deposits and deferred revenue | 1,506 | 975 | |||
| Derivative liabilities | 14 | 22 | |||
| Total current liabilities | 8,758 | 8,846 | |||
| Long-term portion of PPP loan | — | 263 | |||
| Operating lease obligations, net of current portion | 1,163 | 1,545 | |||
| Total liabilities | 9,921 | 10,654 | |||
| Commitments and contingencies (See Note 9) | |||||
| Stockholders’ equity | |||||
| Preferred stock – 0.00001 par value per share: 10,000,000 shares authorized as of September 30, 2021, and December 31, 2020; -0- shares issued and outstanding as of September 30, 2021, and December 31, 2020 | — | — | |||
| Common stock – 0.00001 par value per share, 100,000,000 shares authorized, 45,825,089 and 21,382,290 shares issued and 45,822,430 and 21,379,631 outstanding as of September 30, 2021 and December 31, 2020, respectively | — | — | |||
| Additional paid-in capital | 339,991 | 280,273 | |||
| Accumulated other comprehensive (loss) income | (260 | ) | 148 | ||
| Treasury stock, at cost – 2,659 shares at September 30, 2021, and December 31, 2020, respectively | (277 | ) | (277 | ) | |
| Accumulated deficit | (272,972 | ) | (270,147 | ) | |
| Total stockholders’ equity | 66,482 | 9,997 | |||
| Total liabilities and stockholders’ equity | 76,403 | $ | 20,651 |
All values are in US Dollars.
The accompanying notes are an integral part of these consolidated financial statements.
Reconciliationof GAAP to Non-GAAP Metrics
VISLINKTECHNOLOGIES, INC.
RECONCILIATIONOF GAAP to NON-GAAP RESULTSQUARTER ENDING SEPTEMBER 30, 2021(IN THOUSANDS)
| Reconciliation of net income to EBITDA | |||
|---|---|---|---|
| Net Income | $ | 676 | |
| Amortization and depreciation | 343 | ||
| Interest Expense | (25 | ) | |
| EBITDA | $ | 1,044 |