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8-K

VirTra, Inc (VTSI)

8-K 2022-08-03 For: 2022-08-02
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Added on April 06, 2026

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): August 2, 2022

VIRTRA,

INC.

(Exact name of Registrant as Specified in Its Charter)

Nevada 001-38420 93-1207631
(State<br> or Other Jurisdiction (Commission (IRS<br> Employer
of<br> Incorporation) File<br> Number) Identification<br> No.)
295 E. Corporate Place
--- ---
Chandler, AZ 85225
(Address<br> of Principal Executive Offices) (Zip<br> Code)

Registrant’s Telephone Number, Including Area Code: (480) 968-1488

NotApplicable

(Former Name or Former Address, if Changed Since Last Report)

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<br> Stock, $0.0001 par value VTSI NASDAQ<br> 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. ☐


Item2.02. Results of Operations and Financial Condition.

On August 2, 2022, VirTra, Inc. issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2021. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in the website is not a part of this Current Report on Form 8-K.

The information under this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
99.1 Press release of the registrant dated August 2, 2022.
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.

VIRTRA, INC.
Date:<br> August 3, 2022 By: /s/ Robert D. Ferris
Name: Robert<br> D. Ferris
Title: Co-Chief<br> Executive Officer

Exhibit99.1



VirTraReports Fourth Quarter and Full Year 2021 Financial Results


28%Revenue Growth for Full Year 2021; Ended the Year with Record Backlog of $23.1 Million


CHANDLER,Ariz. — August 2, 2022 — VirTra, Inc. (NASDAQ: VTSI) (“VirTra”), a global provider of judgmental use of force training simulators, firearms training simulators for the law enforcement and military markets, reported results for the fourth quarter and full year ended December 31, 2022. The financial statements are available on VirTra’s website and here.

FourthQuarter 2021 and Full Year 2021 Highlights:


Bookings<br> of $8.4 million in the fourth quarter of 2021 and $32.9 million in full year 2021, representing growth of 53% and 44% from the prior<br> year comparable periods, respectively
Record<br> backlog at December 31, 2021 of $23.1 million, 58% higher than December 31, 2020
Purchased<br> industrial building in Chandler, Arizona on August 25, 2021, for new VirTra headquarters to scale manufacturing capabilities and<br> improve operational efficiencies
Cash<br> and cash equivalents as of December 31, 2021 totaled $19.7 million

FourthQuarter 2021 Financial Summary:


Total<br> revenue increased 32% to $8.6 million
Gross<br> profit was $2.8 million, or 33% of total revenue
Net<br> income was $13,000
Adjusted<br> EBITDA loss totaled $(220,000)

FullYear 2021 Financial Summary:


Total<br> revenue increased 28% to $24.4 million
Gross<br> profit was $11.4 million, or 47% of total revenue
Net<br> income was $2.5 million
Adjusted<br> EBITDA totaled $2.1 million

FourthQuarter and Full Year 2021 Financial Highlights:


For the Three Months Ended For the Full Year Ended
All figures in millions, except per share data December 31, 2021 December 31, 2020 % Δ December 31, 2021 December 31, 2020 % Δ
Total Revenue $ 8.6 $ 6.6 32 % $ 24.4 $ 19.1 28 %
Gross Profit $ 2.8 $ 4.8 -41 % $ 11.4 $ 11.9 -4 %
Gross Margin 32.7 % 72.5 % -55 % 46.7 % 62.3 % -25 %
Net Income (Loss) $ 0.0 $ 1.6 N/A $ 2.5 $ 1.5 N/A
Diluted EPS $ 0.00 $ 0.21 N/A $ 0.25 $ 0.19 N/A
Adjusted EBITDA $ (0.22 ) $ 2.18 N/A $ 2.05 $ 2.79 N/A

ManagementCommentary


“Our 2021 results demonstrate the strength of our business and growth opportunities we are executing upon as we generated record revenue and bookings of $24.4 million and $32.9 million, respectively, while ending the year with record backlog of $23.1 million,” said Bob Ferris, chairman and co-CEO of VirTra. “We continue to successfully compete in the law enforcement market and saw impressive international and military market revenue growth during 2021 as we delivered on contracts and COVID restrictions eased internationally. We expect continued healthy growth from these sectors and are particularly excited about the commercial market, which includes military opportunities through a prime contractor. Keep in mind our new co-CEO, John Givens, has significant military experience and relationships that we expect to greatly benefit VirTra shareholders as we execute on our growth plans.

“Gross margins in 2021 and the fourth quarter in particular, were negatively impacted by materials and labor cost inflation, product mix and a strategically important military contract with initial work done at a materially lower margin than our historical results. The revenue from this military contract was heavily weighted to the fourth quarter and the lower margin was justified as it funded new VirTra product capabilities needed for military training. Further, we expect this experience will position us to be highly competitive for future military opportunities with margins more akin to our historical results.

“Looking ahead, our sales pipeline remains robust with tailwinds from a return to normalized business practices globally, allowing us to get more active with business development activities such as exhibiting at tradeshows and expanding demos for prospective customers. Additionally, our move-in to our new headquarters in Chandler, Arizona is progressing well and expected to be completed by the end of 2022. The operational efficiencies from this move, our industry-leading capabilities, and a strong balance sheet position us well to successfully compete in our targeted law enforcement and military growth markets in the years to come.

“While we are disappointed in the length of time it took to file our audited financial results for 2021, we are committed to getting our financial filings up to date this month as our ERP system is sufficiently integrated and we are operating with a more efficient process in tandem with our new independent auditors. Going forward, we expect to report our financial results in-line with our traditional cadence.”

FourthQuarter 2021 Financial Results


Total revenue increased 32% to $8.6 million from $6.6 million in the fourth quarter of 2020. The increase in revenue was the result of increases in sales of simulators, STEP (Subscription Training and Equipment Partnership) subscriptions, accessories, curriculum and training sales, and recurring extended warranty revenue.

Gross profit was $2.8 million, compared to $4.8 million in the fourth quarter of 2020. Gross profit margin, defined as total revenue less cost of sales, was 32.7%, which was lower than the 72.5% in the fourth quarter of 2020. The decrease in gross profit was primarily due to a specific military contract with a lower margin profile, differences in the quantity and type of simulator systems, type of accessories and variety of services sold, combined with an increase in cost of sales.

Net operating expense was $3.0 million, compared to $3.4 million in the fourth quarter of 2020. The decrease in net operating expenses was due to a $434,000 impairment charge and $327,000 in bad debt expense in the fourth quarter of 2020, partially offset by increased depreciation associated with the new Chandler, Arizona headquarters and related moving expenses to the new office.

Operating loss totaled $196,000, compared to $1.3 million in operating income the fourth quarter of 2020.

Net income totaled $13,000, or $0.00 per diluted share (based on 10.0 million weighted average diluted shares outstanding), compared to net income of $1.6 million, or $0.21 per diluted share (based on 7.8 million weighted average diluted shares outstanding), in the fourth quarter of 2020.

Adjusted EBITDA, a non-GAAP metric, totaled $(220,000), compared to $2.2 million in the fourth quarter of 2020.

FullYear 2021 Financial Results


Total revenue increased 28% to $24.4 million from $19.1 million in 2020. The increase in revenue was due to an increase in the number of simulators and accessories completed, delivered and revenue recognized compared to the same period in 2020.

Gross profit was $11.4 million, compared to $11.9 million in 2020. Gross profit margin, defined as total revenue less cost of sales, was 46.7%, compared to 62.3% for the fiscal year of 2020. The decrease in gross profit margin was primarily due to a specific military project with a lower margin profile, differences in the quantity and type of simulator systems, type of accessories and variety of services sold, combined with an increase in cost of sales.

Net operating expense was $10.0 million, compared to $10.7 million for the fiscal year of 2020. The decrease was, primarily due to a $346,000 allowance for bad debt on accounts and note receivable and a one-time $840,000 impairment charge both incurred in 2020.

Operating income was $1.5 million, compared to $1.2 million in 2020.

Net income totaled $2.5 million, or $0.25 per basic and diluted share (based on 10.0 million weighted average basic shares and 10.1 million weighted average diluted shares outstanding), compared to net income of $1.5 million, or $0.19 per basic and diluted share (based on 7.8 million weighted average basic and diluted shares outstanding) in 2020.

Adjusted EBITDA, a non-GAAP metric, totaled $2.1 million, compared to $2.8 million in 2020.

UpcomingEarnings Release Timing


VirTra expects to release its first quarter 2022 results ended March 31, 2022 on August 11, 2022 after market close. The Company also expects to release its second quarter 2022 results ended June 30, 2022 on August 19, 2022 before market open. VirTra plans to host a conference call August 19, 2022 to discuss its first quarter 2022 and second quarter 2022 results. The Company expects these announcements and associated filings to meet the requirements for continued listing of its common stock on Nasdaq.



ConferenceCall


VirTra’s management will hold a conference call today (August 2, 2022,) at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) to discuss these results. VirTra’s chairman and CEO, Bob Ferris, and chief accounting officer, Marsha Foxx, will host the call, followed by a question-and-answer period.

U.S. dial-in number: 1-877-407-9208

International number: 1-201-493-6784

Conference ID: 13731787

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization.

The conference call will be broadcast simultaneously and is available for replay here.

A replay of the call will be available through Tuesday, August 16, 2022.

U.S. replay dial-in: 1-844-512-2921

International replay dial-in: 1-412-317-6671

Replay ID: 13731787


AboutVirTra, Inc.

VirTra (NASDAQ: VTSI) is a global provider of judgmental use of force training simulators and firearms training simulators for the law enforcement, military, educational and commercial markets. The company’s patented technologies, software, and scenarios provide intense training for de-escalation, judgmental use-of-force, marksmanship, and related training that mimics real-world situations. VirTra’s mission is to save and improve lives worldwide through practical and highly effective virtual reality and simulator technology. Learn more about the company at www.VirTra.com.

Aboutthe Presentation of Adjusted EBITDA


Adjusted earnings before interest, income taxes, depreciation, and amortization and before other non-operating costs and income (“Adjusted EBITDA”) is a non-GAAP financial measure. Adjusted EBITDA also includes non-cash stock option expense and other than temporary impairment loss on investments. Other companies may calculate Adjusted EBITDA differently. VirTra calculates its Adjusted EBITDA to eliminate the impact of certain items it does not consider to be indicative of its performance and its ongoing operations. Adjusted EBITDA is presented herein because management believes the presentation of Adjusted EBITDA provides useful information to VirTra’s investors regarding VirTra’s financial condition and results of operations and because Adjusted EBITDA is frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in VirTra’s industry, several of which present a form of Adjusted EBITDA when reporting their results. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of VirTra’s results as reported under accounting principles generally accepted in the United States of America (“GAAP”). Adjusted EBITDA should not be considered as an alternative for net income, cash flows from operating activities and other consolidated income or cash flows statement data prepared in accordance with GAAP or as a measure of profitability or liquidity. A reconciliation of net income to Adjusted EBITDA is provided in the following tables:

For the Years Ended
December 31, December 31, Increase %
2021 2020 (Decrease) Change
Net Income $ 2,540,089 $ 1,478,403 $ 1,061,686 72%
Adjustments:
Provision (Benefit) for income taxes 246,050 (218,800 ) 464,850 -212%
Depreciation and amortization 589,059 380,154 208,905 55%
EBITDA $ 3,375,198 $ 1,639,757 $ 1,735,441 106%
Impairment loss on That’s Eatertainment, former related party - 840,000 (840,000 ) -100%
Reserve for note receivable - 311,367 (311,367 ) -100%
Gain on forgiveness of note (1,320,714 ) - (1,320,714 ) 100%
Adjusted<br> EBITDA $ 2,054,484 $ 2,791,124 $ (736,640 ) -26%

Forward-LookingStatements

Theinformation in this discussion contains forward-looking statements and information within the meaning of Section 27A of the SecuritiesAct of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor”created by those sections. The words “anticipates,” “believes,” “estimates,” “expects,”“intends,” “may,” “plans,” “projects,” “will,” “should,” “could,”“predicts,” “potential,” “continue,” “would” and similar expressions are intended toidentify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actuallyachieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance onour forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosedin the forward-looking statements that we make. The forward-looking statements are applicable only as of the date on which they are made,and we do not assume any obligation to update any forward-looking statements. All forward-looking statements in this document are madebased on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that couldcause results or events to differ materially from those expressed in the forward-looking statements. In evaluating these statements,you should specifically consider various factors, uncertainties and risks that could affect our future results or operations. These factors,uncertainties and risks may cause our actual results to differ materially from any forward-looking statement set forth in the reportswe file with or furnish to the Securities and Exchange Commission (the “SEC”). You should carefully consider these risk anduncertainties described and other information contained in the reports we file with or furnish to the SEC before making any investmentdecision with respect to our securities. All forward-looking statements attributable to us or persons acting on our behalf are expresslyqualified in their entirety by this cautionary statement.

InvestorRelations Contact:


Matt Glover and Jeff Grampp, CFA

Gateway Group, Inc.

VTSI@gatewayir.com

949-574-3860

VirTra,Inc.

CondensedBalance Sheets

December 31, 2020 ****
ASSETS
Current assets:
Cash and cash equivalents 19,708,565 $ 6,841,984
Accounts receivable, net 3,896,739 1,378,270
Inventory, net 5,014,924 3,515,997
Unbilled revenue 3,946,446 5,408,598
Prepaid expenses and other current assets 940,887 382,445
Total current assets 33,507,561 17,527,294
Long-term assets:
Property and equipment, net 12,864,766 1,381,744
Operating lease right-of-use asset, net 784,306 1,094,527
Intangible assets, net 535,079 271,048
Security deposits, long-term 19,712 86,500
Other assets, long-term 189,734 500,114
Deferred tax asset, net 1,674,234 1,892,000
Total long-term assets 16,067,831 5,225,933
Total assets 49,575,392 $ 22,753,227
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable 789,394 $ 345,573
Accrued compensation and related costs 1,062,078 843,101
Accrued expenses and other current liabilities 991,744 772,884
Note payable, current 236,291 266,037
Operating lease liability, short-term 347,772 321,727
Deferred revenue, short-term 4,135,565 4,708,575
Total current liabilities 7,562,844 7,257,897
Long-term liabilities:
Deferred revenue, long-term 1,992,625 1,920,346
Note payable, long-term 8,280,395 1,063,243
Operating lease liability, long-term 505,383 853,155
Other long term liabilities 5,436 -
Total long-term liabilities 10,783,839 3,836,744
Total liabilities 18,346,683 11,094,641
Commitments and contingencies (See Note 9)
Stockholders’ equity:
Preferred stock 0.0001 par value; 2,500,000 authorized; no shares issued or outstanding - -
Common stock 0.0001 par value; 50,000,000 shares authorized; 10,807,130 shares issued and outstanding as of December 31, 2021<br> and 7,775,030 shares issued and outstanding as of December 31, 2020 1,081 778
Class A common stock 0.0001 par value; 2,500,000 shares authorized; no shares issued or outstanding - -
Class B common stock 0.0001 par value; 7,500,000 shares authorized; no shares issued or outstanding - -
Additional paid-in capital 30,923,391 13,893,660
Retained earnings (Accumulated deficit) 304,237 (2,235,852 )
Total stockholders’ equity 31,228,709 11,658,586
Total liabilities and stockholders’ equity 49,575,392 $ 22,753,227

All values are in US Dollars.

VirTra,Inc.

CondensedStatements of Operations

(Unaudited)


For the Years ended
December 31, 2021 December 31, 2020
Revenues:
Net sales $ 24,434,056 $ 19,038,074
That’s Eatertainment royalties/licensing fees, former related party - 45,247
Other royalties/licensing fees - 4,310
Total revenue 24,434,056 19,087,631
Cost of sales 13,028,844 7,187,210
Gross profit 11,405,212 11,900,421
Operating expenses:
General and administrative 8,085,295 9,070,730
Research and development 1,865,880 1,603,379
Net operating expense 9,951,175 10,674,109
Income from operations 1,454,037 1,226,312
Other income (expense):
Other income 97,100 49,539
Gain on forgiveness of note payable 1,320,714 -
Other expense (85,712 ) (16,248 )
Net other income 1,332,102 33,291
Income before provision for income taxes 2,786,139 1,259,603
Provision (Benefit) for income taxes 246,050 (218,800 )
Net income $ 2,540,089 $ 1,478,403
Net income per common share:
Basic $ 0.25 $ 0.19
Diluted $ 0.25 $ 0.19
Weighted average shares outstanding:
Basic 10,007,386 7,757,037
Diluted 10,060,748 7,835,830


VirTra,Inc.

CondensedStatements of Cash Flows

(Unaudited)


Year Ended December 31,
2021 2020
Cash flows from operating activities:
Net income $ 2,540,089 $ 1,478,403
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization 589,059 380,154
Right of use amortization 310,221 296,346
Reserve for note receivable - 291,110
Deferred taxes 217,766 (100,000 )
Impairment of investment in That’s Eatertainment, former related party - 840,000
Gain on forgiveness of note payable (1,329,280 ) -
Employee stock compensation 223,716 -
Changes in operating assets and liabilities:
Accounts receivable, net (2,518,469 ) 929,702
Interest receivable - 7,340
Inventory, net (1,498,927 ) (2,291,394 )
Unbilled revenue 1,462,152 (1,828,656 )
Prepaid expenses and other current assets (558,442 ) (28,470 )
Other assets 310,380 (148,878 )
Security deposits, long-term 66,788 (66,788 )
Accounts payable and other accrued expenses 881,662 394,193
Payments on operating lease liability (321,727 ) (297,244 )
Deferred revenue (500,731 ) 2,389,819
Net cash provided by (used in) operating activities (125,743 ) 2,245,637
Cash flows from investing activities:
Redemption of certificates of deposit - 1,915,000
Purchase of intangible assets (287,106 ) (62,007 )
Purchase of property and equipment (3,448,678 ) -
Net cash provided by (used in) investing activities (3,735,784 ) 1,852,993
Cash flows from financing activities:
Repurchase of stock options - (31,183 )
Principal payments of debt (78,212 ) -
Stock issued for cash in offering, net 16,795,000 -
Stock options exercised 11,320 30,166
Note payable-PPP Loan - 1,329,280
Net cash provided by financing activities 16,728,108 1,328,263
Net increase (decrease) in cash and restricted cash 12,866,581 5,426,893
Cash and restricted cash, beginning of period 6,841,984 1,415,091
Cash and restricted cash, end of period $ 19,708,565 $ 6,841,984