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8-K

VirTra, Inc (VTSI)

8-K 2020-08-11 For: 2020-08-11
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Added on April 06, 2026

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934

Dateof Report (Date of earliest event reported): August 11, 2020

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.)
7970 S. Kyrene Rd.
--- ---
Tempe, AZ 85284
(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 [X]

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 Condition.

On August 11, 2020, VirTra, Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2020. 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
99.1 Press release of VirTra, Inc. dated August 11, 2020.

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 11, 2020 By: /s/ Robert D. Ferris
Name: Robert<br> D. Ferris
Title: Chief<br> Executive Officer

Exhibit99.1



VirTraReports Second Quarter and Six Month 2020 Financial Results


SalesMomentum Improves Margins and Drives Record $14.3 Million Backlog


TEMPE,Ariz. — August 11, 2020 — VirTra, Inc. (NASDAQ: VTSI) (“VirTra”), a global provider of training simulators for the law enforcement, military, educational and commercial markets, reported results for the second quarter and six months ended June 30, 2020. The financial statements are available on VirTra’s website and here.


SecondQuarter 2020 and Recent Highlights:


Received<br> $1.6 million IDIQ (indefinite delivery/indefinite quantity) contract from the Department of State for the Republic of Mexico<br> for use-of-force simulators and police driving simulators
Released<br> new V-VICTA (VirTra Virtual Interactive Coursework Training Academy) training curriculum to help law enforcement communicate<br> and interact more effectively and positively with individuals with autism
To<br> date, submitted 17 V-VICTA courses (a total of 60 hours of certified training content) to IADLEST’s National Certification<br> Program
Backlog<br> increased $4.2 million year-over-year to a record $14.3 million as of June 30, 2020

SecondQuarter and Six Month 2020 Financial Highlights:


All figures in millions, except per share data Q2 2020 Q2 2019 % Δ YTD 2020 YTD 2019 % Δ
Total Revenue $ 2.8 $ 3.1 -9 % $ 6.1 $ 6.1 0 %
Gross Profit $ 1.6 $ 1.5 4 % $ 3.2 $ 3.3 -4 %
Gross Margin 57.0 % 49.6 % 15 % 51.9 % 54.3 % -4 %
Net Loss $ (0.6 ) $ (0.6 ) -5 % $ (1.0 ) $ (0.9 ) 5 %
Diluted EPS $ (0.08 ) $ (0.08 ) 0 % $ (0.13 ) $ (0.12 ) 8 %

ManagementCommentary


“Despite the highly unusual operating environment due to the pandemic, we continued to build on our sales momentum during the second quarter, which resulted in relatively consistent financial results compared to 2019 and which has positioned VirTra for a strong second half of the year,” said Bob Ferris, Chairman and Chief Executive Officer of VirTra. “Financially, the quarter was highlighted by a $4.2 million increase in our backlog as compared with the same quarter last year and the continuation of a solid balance sheet. Operationally, the quarter was highlighted by the $1.6 million contract we received from the Department of State for the Republic of Mexico, expansions of our V-VICTA training curriculum, and progress increasing VirTra’s presence in the military market.

“While the prolonged impacts of COVID-19 delayed many of our installations during the second quarter, suppressing revenue, our sales and marketing teams worked diligently to successfully increase sales volumes. Given the national focus on law enforcement training and the significance of the use-of-force decisions entrusted to them, the need for VirTra’s solutions has likely never been greater. It remains to be seen how the pandemic will affect installations in the coming months, but given the indispensable nature of our unique products, which provide law enforcement and military personnel with access to the best decision-making, marksmanship, and use-of-force training available, we remain cautiously optimistic that the second half of the year will be stronger than the first.”



SecondQuarter 2020 Financial Results


Total revenue decreased 9% to $2.8 million from $3.1 million in the second quarter of 2019. The decrease in total revenue was due to decreases in installations of simulators, accessories, curriculum and training resulting from COVID-19 travel restrictions.


Gross profit increased 4% to $1.6 million (57.0% of total revenue) from $1.5 million (49.6% of total revenue) in the second quarter of 2019. The increase in gross profit was primarily due to reduced warranty costs.

Operating expense was $2.4 million compared to $2.4 million in the second quarter of 2019. The consistency in operating expense was mainly due to similar levels of general and administrative expense, as well as research and development expense.


Loss from operations was $822,000, compared to a loss of $883,000 in the second quarter of 2019.


Net loss totaled $601,000, or $(0.08) per diluted share, compared to net loss of $634,000, or $(0.08) per diluted share, in the second quarter of 2019.


Adjusted EBITDA loss was $579,000, compared to a loss of $675,000 in the second quarter of 2019.

FinancialResults for the Six Months Ended June 30, 2020

Total revenue was $6.1 million compared to $6.1 million in the first six months of 2019. The consistency in total revenue was due to a similar number of simulators and accessories delivered compared to the same period in 2019.

Gross profit was $3.2 million (51.9% of total revenue) compared to $3.3 million (54.3% of total revenue) in the first six months of 2019. The decrease in gross profit was primarily due to differences in the product mix and the quantity of systems, accessories, and services sold.

Operating expense was $4.5 million compared to $4.7 million in the first six months of 2019. The decrease in net operating expense was due to reduced selling, general, and administrative costs for travel, tradeshows, and professional service as a result of COVID-19 restrictions compared to the same period in 2019.

Loss from operations was $1.3 million compared to a loss from operations of $1.3 million in the first six months of 2019.

Net loss totaled $991,000, or $(0.13) per diluted share, compared to net loss of $947,000, or $(0.12) per diluted share in the comparable period a year ago.

Adjusted EBITDA loss was $978,000 compared to adjusted EBITDA loss of $1.0 million in the first six months of 2019.

At June 30, 2020, backlog totaled approximately $14.3 million, a $4.2 million increase compared to backlog of $10.1 million as of June 30, 2019. Accounts receivable and unbilled revenues totaled approximately $4.8 million compared to $5.9 million at December 31, 2019, a decrease of $1.0 million. Cash and cash equivalents and certificates of deposit totaled $4.0 million at June 30, 2020 compared to $3.3 million at December 31, 2019, an increase of $0.7 million.


ConferenceCall


VirTra management will hold a conference call today (August 11, 2020) 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 CFO, Judy Henry, will host the call, followed by a question and answer period.

U.S. dial-in number: 844-602-0380

International number: 862-298-0970

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact VirTra’s IR team at 949-574-3860.

The conference call will be broadcast live and available for replay here and via the investor relations section of the company’s website.

A replay of the conference call will be available after 7:30 p.m. Eastern time on the same day through August 25, 2020.

Toll-free replay number: 877-481-4010

International replay number: 919-882-2331

Replay ID: 35813

AboutVirTra

VirTra (NASDAQ: VTSI) is a global provider of judgmental use of force training simulators, firearms training simulators and driving 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 table:

Three<br> Months Ended Six<br> Months Ended
June 30, June 30, Increase % June 30, June 30, Increase %
2020 2019 (Decrease) Change 2020 2019 (Decrease) Change
Reconciliation of net loss to adjusted EBITDA
Net Loss $ (601,260 ) $ (633,731 ) $ 32,471 -5 % $ (990,670 ) $ (946,633 ) $ (44,037 ) 5 %
Adjustments:
Provision for income taxes (211,474 ) (217,248 ) 5,774 -3 % (314,474 ) (324,248 ) 9,774 -3 %
Depreciation and amortization 89,930 73,419 16,511 22 % 179,607 143,684 35,923 25 %
EBITDA $ (722,804 ) $ (777,560 ) $ 54,756 -7 % $ (1,125,537 ) $ (1,127,197 ) $ 1,660 0 %
Impairment loss on That’s Eatertainment,<br> related party 140,000 - 140,000 100 % 140,000 - 140,000 100 %
Reserve for note receivable 3,639 102,473 (98,834 ) -96 % 7,278 102,473 (95,195 ) -93 %
Adjusted EBITDA $ (579,165 ) $ (675,087 ) $ 95,922 -14 % $ (978,259 ) $ (1,024,724 ) $ 46,465 -5 %

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 “safeharbor” 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 to identify forward-looking statements, although not all forward-looking statements containthese identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statementsand you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially fromthe plans, intentions and expectations disclosed in the forward-looking statements that we make. The forward-looking statementsare 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 made based on our current expectations, forecasts, estimates and assumptions,and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressedin the forward-looking statements. In evaluating these statements, you should specifically consider various factors, uncertaintiesand risks that could affect our future results or operations. These factors, uncertainties and risks may cause our actual resultsto differ materially from any forward-looking statement set forth in the reports we file with or furnish to the SEC. You shouldcarefully consider these risk and uncertainties described and other information contained in the reports we file with or furnishto the Securities and Exchange Commission before making any investment decision with respect to our securities. All forward-lookingstatements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

InvestorRelations Contact:


Matt Glover or Charlie Schumacher

[email protected]

949-574-3860

VirTra,Inc.

CondensedBalance Sheets


December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents 3,779,820 $ 1,415,091
Certificates of deposit 240,000 1,915,000
Accounts receivable, net 2,741,191 2,307,972
Interest receivable 3,406 7,340
Inventory, net 2,928,803 1,949,414
Unbilled revenue 2,098,120 3,579,942
Prepaid expenses and other current assets 434,186 353,975
Total current assets 12,225,526 11,528,734
Long-term assets:
Property and equipment, net 1,157,774 1,028,198
Operating lease right-of-use asset, net 1,244,374 1,390,873
Intangible assets, net 256,725 217,930
That’s Eatertainment note receivable, long term, net, related party 291,110 291,110
Security deposits, long-term 21,283 19,712
Other assets, long-term 350,728 351,236
Deferred tax asset, net 2,062,000 1,792,000
Investment in That’s Eatertainment, related party 700,000 840,000
Total long-term assets 6,083,994 5,931,059
Total assets 18,309,520 $ 17,459,793
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable 742,753 $ 621,127
Accrued compensation and related costs 608,114 611,487
Accrued expenses and other current liabilities 462,813 334,751
Note payable, current 433,656 -
Operating lease liability, short-term 309,294 297,244
Deferred revenue, short-term 2,808,142 2,490,845
Total current liabilities 5,364,772 4,355,454
Long-term liabilities:
Deferred revenue, long-term 1,840,705 1,748,257
Note payable, long-term 888,975 -
Operating lease liability, long-term 1,017,169 1,174,882
Total long-term liabilities 3,746,849 2,923,139
Total liabilities 9,111,621 7,278,593
Commitments and contingencies (See Note 11)
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; 7,760,030 shares issued and outstanding as of June 30, 2020 and 7,745,030 shares issued and outstanding as of December 31, 2019 777 775
Class A common stock 0.0001 par value; 2,500,000 shares authorized; no<br> 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 13,902,047 13,894,680
Accumulated deficit (4,704,925 ) (3,714,255 )
Total stockholders’ equity 9,197,899 10,181,200
Total liabilities and stockholders’ equity 18,309,520 $ 17,459,793

All values are in US Dollars.

See accompanying notes to unaudited condensed financial statements.

VirTra,Inc.

CondensedStatements of Operations

(Unaudited)


Three Months Ended Six Months Ended
June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019
Revenues:
Net sales $ 2,756,737 $ 3,002,381 $ 6,076,750 $ 6,014,082
That’s Eatertainment royalties/licensing fees, related party 12,502 32,795 29,242 72,432
Other royalties/licensing fees 540 19,137 1,950 19,137
Total revenue 2,769,779 3,054,313 6,107,942 6,105,651
Cost of sales 1,192,012 1,539,267 2,934,948 2,790,136
Gross profit 1,577,767 1,515,046 3,172,994 3,315,515
Operating expenses:
General and administrative 2,023,074 2,044,860 3,800,450 3,946,791
Research and development 376,611 353,665 706,366 709,306
Net operating expense 2,399,685 2,398,525 4,506,816 4,656,097
Loss from operations (821,918 ) (883,479 ) (1,333,822 ) (1,340,582 )
Other income (expense):
Other income 18,797 33,449 38,292 75,732
Other expense (9,613 ) (949 ) (9,614 ) (6,031 )
Net other income 9,184 32,500 28,678 69,701
Loss before provision for income taxes (812,734 ) (850,979 ) (1,305,144 ) (1,270,881 )
Benefit for income taxes (211,474 ) (217,248 ) (314,474 ) (324,248 )
Net loss $ (601,260 ) $ (633,731 ) $ (990,670 ) $ (946,633 )
Net loss per common share:
Basic $ (0.08 ) $ (0.08 ) $ (0.13 ) $ (0.12 )
Diluted $ (0.08 ) $ (0.08 ) $ (0.13 ) $ (0.12 )
Weighted average shares outstanding:
Basic 7,752,780 7,735,303 7,749,091 7,750,370
Diluted 7,752,780 7,735,303 7,749,091 7,750,370

See accompanying notes to unaudited condensed financial statements.



VirTra,Inc.

CondensedStatements of Cash Flows

(Unaudited)


Six Months Ended
June 30 2020 June 30, 2019
Cash flows from operating activities:
Net loss $ (990,670 ) $ (946,633 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 179,607 143,684
Right of use amortization 146,500 142,160
Reserve for note receivable 3,639 102,474
Deferred taxes (270,000 ) (329,000 )
Impairment of investment in That’s Eatertainment, related party 140,000 -
Changes in operating assets and liabilities:
Accounts receivable, net (433,219 ) (764,418 )
That’s Eatertainment note receivable, net, related party (3,639 ) -
Trade note receivable, net - 651
Interest receivable 3,934 (2,910 )
Inventory, net (979,389 ) (901,876 )
Unbilled revenue 1,481,822 (355,538 )
Prepaid expenses and other current assets (80,211 ) (214,838 )
Other assets 508 (80,268 )
Security deposits, long-term (1,571 ) 320,044
Accounts payable and other accrued expenses 248,232 81,643
Payments on operating lease liability (145,663 ) (116,288 )
Deferred revenue 409,745 988,643
Net cash used in operating activities (290,375 ) (1,932,470 )
Cash flows from investing activities:
Purchase of certificates of deposit - (1,880,000 )
Redemption of certificates of deposit 1,675,000 3,490,000
Purchase of intangible assets (43,240 ) (160,000 )
Purchase of property and equipment (304,739 ) (309,921 )
Proceeds from sale of property and equipment - 2,631
Net cash provided by investing activities 1,327,021 1,142,710
Cash flows from financing activities:
Repurchase of stock options (5,846 ) (4,367 )
Stock options exercised 13,215 5,651
Purchase of treasury stock - (318,204 )
Note payable-PPP Loan 1,320,714 -
Net cash provided by (used in) financing activities 1,328,083 (316,920 )
Net increase (decrease) in cash 2,364,729 (1,106,680 )
Cash, beginning of period 1,415,091 2,500,381
Cash, end of period $ 3,779,820 $ 1,393,701
Supplemental disclosure of cash flow information:
Cash paid:
Taxes (refunded) paid $ (44,474 ) $ 4,752
Supplemental disclosure of non-cash investing and financing activities:
Treasury stock cancelled - 292,138

See accompanying notes to unaudited condensed financial statements.