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 14, 2022
VislinkTechnologies, Inc.
(Exactname of registrant as specified in its charter)
| Delaware | 001-35988 | 20-5856795 |
|---|---|---|
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
350Clark Drive, Suite 125
Mt.Olive, NJ 07828
(Addressof principal executive offices)
Registrant’stelephone number, including area code: (908)-852-3700
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 14, 2022, 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, 2022 (the “Press Release”).
The information contained in Item 2.02 of this Current Report on Form 8-K, including the Press Release, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, this information shall not be deemed incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.
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, the ability to meet the Nasdaq minimum bid price requirement as a result of the proposed reverse split, future operations, future financial position, effects of any contemplated cost-savings measures, changes to its product offerings or changes to its lines of business, projected expenses, prospects, plans, objectives of management, new product launches, expected contract values, and expected market opportunities across the Company’s operating segments, the effects of the COVID-19 pandemic, the sufficiency of the Company’s capital resources to fund the Company’s operations and any statements regarding future results are forward-looking statements. Vislink may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in any forward-looking statements such as the foregoing and you should not place undue reliance on such forward-looking statements. Such statements are based on management’s current expectations and involve risks and uncertainties, including those discussed in Vislink’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 31, 2022 and as amended on May 2, 2022 and September 21, 2022 and in subsequent filings with, or submissions to, the SEC.
The statements made in this Current Report on Form 8-K and the Press Release speak only as of the date stated herein, and subsequent events and developments may cause the Company’s expectations and beliefs to change. While the Company may elect to update these forward-looking statements publicly at some point in the future, the Company specifically disclaims any obligation to do so, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s views as of any date after the date stated herein.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release of the Company, dated as of November 14, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
| --- |
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 14, 2022 | ||
| By: | /s/ Carleton M. Miller | |
| Name: | Carleton<br> M. Miller | |
| Title: | Chief<br> Executive Officer |
| 3 |
| --- |
Exhibit 99.1
VislinkReports Third Quarter 2022 Financial Results
Mt.Olive, NJ — Nov. 14, 2022 — Vislink (Nasdaq: VISL), a global technology leader in the capture, delivery and management of high quality, live video and associated data in the media & entertainment, law enforcement and defense markets, announced its results for the quarter ended September 30, 2022. Company management will host a live video conference call to discuss the third quarter 2022 results on Tuesday, Nov. 15, 2022, at 10:00 a.m. Eastern (9:00 a.m. Central) which will be followed by a Q&A session. The conference call will be accessible at the following link: https://marketscale.com/live/vislink-q3-2022-financial-results-video-conference-call/. An archived replay will be made available after the call ends.
FinancialUpdate
| ● | Revenues<br> for the three months ended September 30, 2022 were $7.1 million, compared to $11.2 million<br> for the three months ended September 30, 2021. |
|---|---|
| ● | Net<br> loss attributable to common shareholders was $2.7 million, or $(0.06) per share in the third<br> quarter of 2022 compared to net income of $676,000, or $(0.01) per share in the third quarter<br> of 2021. |
| --- | --- |
| ● | EBITDA<br> (earnings before interest, taxes depreciation and amortization) for the three months ended<br> September 30, 2022 was negative $1.9 million compared to $1.04 million for the three months<br> ended September 30, 2021. |
| --- | --- |
| ● | Ended<br> the third quarter of 2022 with $24 million in cash. |
| --- | --- |
NoteRelated to Stock Dividend Announcement
On November 9, 2022, Vislink announced the declaration of a Series A Preferred Stock dividend for its common stockholders. The dividend will be issued later this month, on or about November 22, 2022, to holders of record as of November 21, 2022. That press release can be viewed at the following link: https://www.vislink.com/2022/11/09/vislink-announces-distribution-of-series-a-preferred-stock-to-holders-of-its-common-stock/.
“Our financial results in the third quarter were below our expectations, but we believe that we have laid the groundwork for substantial future improvements,” said Carleton Miller, CEO of Vislink. “Revenue in our live news, sports and entertainment markets increased by 42% over the prior year, as the products we have introduced for these sectors have been met with a very positive response. Today’s audiences crave immediate and immersive content, and broadcast organizations are seeking new ways to tap into this demand. Our expanded portfolio of AI-automated platforms, private 5G network solutions and live remote production techniques answer this need. With products like the Cliq mobile transmitter, Quantum receiver and 5G 4Live Event Product Solution, we have the potential to revolutionize the way content is captured, distributed, and monetized. We offer a way for these organizations to realize new revenue streams, increased audience engagement and higher returns on live event coverage than previously possible.”
He continued, “Markets for our government business are also showing strength and our quoting is robust. While our revenue in this sector was down, and primarily caused by a reduction in military orders related to Afghanistan, this was mitigated in part due a rebound in first responder business. Our comprehensive airborne video downlink solution (AVDS) remains the leading option for law enforcement, public safety and first responder organizations who require pristine video quality and reliable transmissions to keep both the public and their personnel safe. Meanwhile, our Aerolink product, the newest component of the AVDS, has enabled additional capabilities requested by the public safety community. For these reasons, we remain optimistic about this part of our business delivering a positive impact on our results.”
“On the operations side, we continue to focus on driving our cost base lower through headcount and footprint reduction, maximizing efficiencies throughout the organization and streamlining our processes. We are confident that these internal optimizations, combined with our suite of solutions that uniquely address the challenges of the markets we operate in, will allow us to realize positive business results in subsequent quarters.”
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.
At Vislink, we’ve been bringing live video to life for over 50 years. Our vision is to foster the connection of people and communities to information that informs, protects, and entertains them — by building rich experiences through the power of live video. We’re powering the next generation of live event production with cutting-edge solutions that include AI-automated technologies, emerging bonded cellular and 5G systems, and innovative remote production platforms. We are also a trusted provider of secure, high-quality, real-time video communications that deliver actionable intelligence to police, military and other government entities. With a global client roster of tier-1 broadcasters, sports teams, and law enforcement organizations, we are a dynamic company whose impressive history is only matched by the exciting future ahead of it. Vislink common stock is listed on the NASDAQ Stock Exchange under the ticker symbol VISL. For more information, visit www.vislink.com.
Note on Forward-looking Statements
Certain statements in this press release are forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. This press release contains forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Any statements, other than statements of historical fact included in this press release, including those regarding the Company’s strategy, the ability to meet the Nasdaq minimum bid price requirement as a result of the proposed reverse split, future operations, future financial position, future revenues including from bookings activity, risks of supply chain constraints and inflationary pressures, projected expenses, prospects, plans including footprint and technology asset consolidations, objectives of management, new capabilities, product and solutions launches including AI-assisted and 5G streaming technologies, expected contract values, projected pipeline sales opportunities, acquisitions integration, and expected market opportunities across the Company’s operating segments including the live event production market, the effects of the COVID-19 pandemic, the sufficiency of the Company’s capital resources to fund the Company’s operations and any statements regarding future results are forward-looking statements. Vislink may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in any forward-looking statements such as the foregoing and you should not place undue reliance on such forward-looking statements. Such statements are based on management’s current expectations and involve risks and uncertainties, including those discussed in Vislink’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 31, 2022 and in subsequent filings with, or submissions to, the SEC.
The statements made in this press release speak only as of the date stated herein, and subsequent events and developments may cause the Company’s expectations and beliefs to change. While the Company may elect to update these forward-looking statements publicly at some point in the future, the Company specifically disclaims any obligation to do so, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s views as of any date after the date stated herein.
Contacts
InvestorRelations:
investors@vislink.com
MediaRelations:
Charlotte van Hertum
Charlotte.vanhertum@vislink.com
VISLINKTECHNOLOGIES, INC. AND SUBSIDIARIES
UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVELOSS
(INTHOUSANDS EXCEPT NET LOSS PER SHARE DATA)
| For the Three Months Ended | For the Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Revenue, net | $ | 7,114 | $ | 11,200 | $ | 21,024 | $ | 22,840 | ||||
| Cost of revenue and operating expenses | ||||||||||||
| Cost of components and personnel | 3,616 | 4,224 | 10,225 | 9,994 | ||||||||
| Inventory valuation adjustments | 207 | 278 | 404 | 589 | ||||||||
| General and administrative expenses | 4,624 | 6,007 | 13,973 | 13,405 | ||||||||
| Research and development expenses | 885 | 841 | 3,154 | 2,161 | ||||||||
| Impairment of right-of-use assets | 88 | — | 88 | — | ||||||||
| Amortization and depreciation | 502 | 343 | 1,424 | 860 | ||||||||
| Total cost of revenue and operating expenses | 9,922 | 11,693 | 29,268 | 27,009 | ||||||||
| Loss from operations | (2,808 | ) | (493 | ) | (8,244 | ) | (4,169 | ) | ||||
| Other income (expense) | ||||||||||||
| Changes in fair value of derivative liabilities | — | 25 | — | 8 | ||||||||
| Gain on settlement of debt | 17 | 1,168 | 26 | 1,362 | ||||||||
| Other income | — | 1 | 32 | 3 | ||||||||
| Interest expense | (3 | ) | (25 | ) | (8 | ) | (29 | ) | ||||
| Total other income (expense) | 14 | 1,169 | 50 | 1,344 | ||||||||
| Net (loss) income before income taxes | (2,794 | ) | 676 | (8,194 | ) | (2,825 | ) | |||||
| Income taxes | ||||||||||||
| Deferred tax benefits | 54 | — | 161 | — | ||||||||
| Net (loss) income | $ | (2,740 | ) | $ | 676 | $ | (8,033 | ) | $ | (2,825 | ) | |
| Basic and diluted loss per share | $ | (0.06 | ) | $ | (0.01 | ) | $ | (0.17 | ) | $ | (0.07 | ) |
| Weighted average number of shares outstanding: | ||||||||||||
| Basic and diluted | 47,409 | 45,748 | 46,448 | 42,696 | ||||||||
| Comprehensive loss: | ||||||||||||
| Net (loss) income | $ | (2,740 | ) | $ | 676 | $ | (8,033 | ) | $ | (2,825 | ) | |
| Unrealized gain (loss) on currency translation adjustment | 746 | (394 | ) | 1,885 | (408 | ) | ||||||
| Comprehensive loss | $ | (1,994 | ) | $ | 282 | $ | (6,148 | ) | $ | (3,233 | ) |
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, | |||||
|---|---|---|---|---|---|
| 2021 | |||||
| ASSETS | |||||
| Current assets | |||||
| Cash | 24,476 | $ | 36,231 | ||
| Accounts receivable, net | 9,386 | 9,069 | |||
| Inventories, net | 15,069 | 11,894 | |||
| Prepaid expenses and other current assets | 1,577 | 2,470 | |||
| Total current assets | 50,508 | 59,664 | |||
| Right of use assets, operating leases | 1,124 | 1,362 | |||
| Property and equipment, net | 1,361 | 1,173 | |||
| Intangible assets, net | 4,648 | 5,921 | |||
| Total assets | 57,641 | $ | 68,120 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities | |||||
| Accounts payable | 2,979 | $ | 3,075 | ||
| Accrued expenses | 1,788 | 3,155 | |||
| Notes payable | 251 | 99 | |||
| Operating lease obligations, current | 451 | 560 | |||
| Customer deposits and deferred revenue | 2,163 | 2,113 | |||
| Total current liabilities | 7,632 | 9,002 | |||
| Operating lease obligations, net of current portion | 1,152 | 1,507 | |||
| Deferred tax liabilities | 818 | 978 | |||
| Total liabilities | 9,602 | 11,487 | |||
| Commitments and contingencies (See Note 10) | |||||
| Stockholders’ equity | |||||
| Preferred stock – 0.00001 par value per share: 10,000,000 shares authorized on September 30, 2022, and December 31, 2021; -0- shares issued and outstanding as of September 30, 2022, and December 31, 2021, respectively | — | — | |||
| Common stock, – 0.00001 par value per share, 100,000,000 shares authorized, 47,419,317 and 45,825,089 shares issued and 47,416,658 and 45,822,430 outstanding at September 30, 2022, and December 31, 2021, respectively | — | — | |||
| Additional paid-in capital | 345,070 | 343,746 | |||
| Accumulated other comprehensive income | (2,182 | ) | (297 | ) | |
| Treasury stock, at cost – 2,659 shares as of September 30, 2022, and December 31, 2021, respectively | (277 | ) | (277 | ) | |
| Accumulated deficit | (294,572 | ) | (286,539 | ) | |
| Total stockholders’ equity | 48,039 | 56,633 | |||
| Total liabilities and stockholders’ equity | 57,641 | $ | 68,120 |
All values are in US Dollars.
The accompanying notes are an integral part of these condensed consolidated financial statements.
Reconciliationof GAAP to Non-GAAP Results
VISLINKTECHNOLOGIES, INC.
RECONCILIATIONOF GAAP to NON-GAAP RESULTS
QUARTERENDING SEPTEMBER 30, 2022
(INTHOUSANDS)
Reconciliationof net income to EBITDA
| Net loss | $ | (2,740 | ) |
|---|---|---|---|
| Interest expense | (3 | ) | |
| Amortization and depreciation | 502 | ||
| Tax | (54 | ) | |
| Impairment Charge | (88 | ) | |
| Stock-based compensation | (316 | ) | |
| EBITDA | $ | (2,289 | ) |
| Impairment Charge | (88 | ) | |
| Stock-based compensation | (316 | ) | |
| EBITDA Non-GAAP Adjusted | ($ | 1,885 | ) |