8-K
VirTra, Inc (VTSI)
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): March 27, 2025
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 March 27, 2025, VirTra, Inc. issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2024. 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 March 27, 2025. |
| 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> March 27, 2025 | By: | /s/ John F. Givens II |
| Name: | John<br> F. Givens II | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
VirTraReports Fourth Quarter and Full Year 2024 Financial Results
FourthQuarter Bookings Grow 37% Sequentially to $12.2 Million
Year-End Backlog Expands to $22.0 Million
CHANDLER,Ariz. — March 27, 2025 — VirTra, Inc. (Nasdaq: VTSI) (“VirTra” or the “Company”), a global provider of judgmental use of force training simulators and firearms training simulators for the law enforcement and military markets, reported results for the fourth quarter and full year ended December 31, 2024. The financial statements are available on VirTra’s website and here.
FourthQuarter 2024 and Recent Operational Highlights:
| ● | Fourth quarter bookings totaled $12.2 million, a 37% increase from Q3 2024, with a significant portion recorded in December, positioning<br> VirTra for revenue conversion in early 2025. |
|---|---|
| ● | Backlog grew to $22.0 million as of December 31, 2024, reflecting continued sales momentum despite federal funding delays. |
| ● | Secured contracts with government and law enforcement agencies in Europe and Latin America, reinforcing VirTra’s expansion in international<br> government and security training programs. |
| ● | Secured first sale of the V-XR® training platform in Canada, marking early adoption of the Company’s extended reality training<br> technology. |
| ● | Maintained robust working capital at $34.8 million, positioning the Company for sustained growth and operational agility. |
FourthQuarter and Full Year 2024 Financial Highlights:
| For the Three Months Ended | For the Twelve Months Ended | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| All figures in millions, except per share data | December 31, 2024 | December 31, 2023 | % ∆ | December 31, 2024 | December 31, 2023 * | % ∆ | ||||||||||||
| Total Revenue | $ | 5.4 | $ | 10.9 | -50 | % | $ | 26.4 | $ | 38.8 | -32 | % | ||||||
| Gross Profit | $ | 3.7 | $ | 9.2 | -60 | % | $ | 19.4 | $ | 27.4 | -29 | % | ||||||
| Gross Margin | 68.5 | % | 84.4 | % | N/A | 73.7 | % | 70.7 | % | N/A | ||||||||
| Net Income (Loss) | $ | (0.9 | ) | $ | 3.5 | N/A | $ | 1.4 | $ | 9.2 | N/A | |||||||
| Diluted EPS | $ | (0.08 | ) | $ | 0.32 | N/A | $ | 0.12 | $ | 0.85 | N/A | |||||||
| Adjusted EBITDA+ | $ | (1.8 | ) | $ | 3.0 | N/A | $ | 2.9 | $ | 12.4 | N/A |
*The December31, 2023 full-year column reflects restated financials.
+The adjusted EBITDA calculation for the threemonths ended December 31, 2024 give effect to a negative $750,000 revenue adjustment.
ManagementCommentary
VirTra CEO John Givens stated, “We closed out 2024 with strong bookings momentum and an expanding backlog despite persistent challenges in the federal funding environment. Bookings increased sequentially each quarter in 2024, demonstrating our ability to navigate the constraints of the federal government’s Continuing Resolution and the resulting delays in contract execution. While we remain encouraged by our growing backlog and international traction, the broader funding environment remains fluid, and we are actively working with policymakers to ensure law enforcement agencies can access critical training resources. Over the past several months, we have met with dozens of legislators, officials at the Department of Justice, and leadership in federal grant offices to advocate for clearer funding structures that prioritize modern training systems. As a trusted partner for Customs and Border Protection (CBP), the Secret Service, and the Federal Law Enforcement Training Center (FLETC), we remain focused on expanding our role in federal law enforcement training initiatives.
“We are also advancing our military initiatives, with key milestones in the U.S. Army’s Integrated Visual Augmentation System (IVAS) program. Our final IVAS development phase was completed 42 days ahead of schedule, leading the Army to finalize testing early and forgo previously planned soldier assessments due to our system’s outstanding performance. The transition of IVAS to Anduril, one of the most capable defense technology firms with a well-established track record in Department of Defense contracting, is a significant positive development. We are actively conducting liability testing on recoil kits as part of the final prototyping phase, and remain confident in our continued involvement, strategically positioning us to effectively support future production-stage opportunities.
“While our sales pipeline has improved, we recognize that there is still work to be done to reach full efficiency. We are laser-focused on accelerating sales growth through a disciplined, strategic approach. This includes expanding and refining our sales organization, improving conversion efficiency, and deepening engagement across our core federal and military customer base. Additionally, we are leveraging AI to drastically reduce video editing time from days to minutes, accelerating high-quality content creation. Training content remains a key differentiator for VirTra, and our ability to rapidly expand and enhance our scenario library strengthens our position as the industry leader in immersive training.
“Looking ahead, we anticipate continued variability in federal funding cycles in the near term, but the long-term need for de-escalation and tactical training continues to expand. The steps we’ve taken to improve operational efficiency, deepen engagement with key federal agencies, and expand our content and scenario development capabilities provide a solid foundation as we navigate 2025.”
FourthQuarter and Full Year 2024 Financial Results
Total revenue for the fourth quarter was $5.4 million, compared to $10.9 million in the prior year period. This decrease reflects the impact of federal budget delays and grant disbursement pauses, which slowed contract execution and order conversion. While Q4 bookings saw strong sequential growth, many orders came late in the quarter, limiting the Company’s ability to fulfill and recognize revenue within the period.
For the full year 2024, total revenue was $26.4 million, compared to $38.8 million (as restated) in 2023. The decline reflects the impact of budget delays, resulting in softer bookings in early 2024 and delayed order conversion throughout the year.
Gross profit for the fourth quarter was $3.7 million (69% of total revenue), compared to $9.2 million (84% of total revenue) in the prior year period. The decline primarily reflects lower revenue.
For the full year 2024, gross profit totaled $19.4 million (74% of total revenue), compared to $27.4 million (as restated) (71% of total revenue) in 2023. This improvement in gross margin reflects a shift in product mix and operational efficiencies.
Net operating expense for the fourth quarter was $4.2 million, a 13% increase from $3.7 million in the prior year period. The increase was driven by investments in higher-level staff to support long-term growth, expanded sales and marketing efforts, and enhancements to IT infrastructure and compliance for current and future contracts.
For the full year 2024, net operating expense was $17.4 million, compared to $17.0 million in 2023.
Operating(loss) income for the fourth quarter was $(0.5) million, compared to $1.7 million in the fourth quarter of 2023.
For the full year 2024, operating income was $2.0 million, compared to $10.4 million in 2023.
Net (loss) income for the fourth quarter was $(0.9) million, or $(0.08) per diluted share (based on 11.2 million weighted average diluted shares outstanding), compared to $3.5 million, or $0.32 per diluted share (based on 11.0 million weighted average diluted shares outstanding), in the fourth quarter of 2023.
For the full year 2024, net income was $1.4 million, or $0.12 per diluted share (based on 11.2 million weighted average diluted shares outstanding), compared to net income of $9.2 million (as restated), or $0.85 per diluted share (based on 11.0 million weighted average diluted shares outstanding), in 2023.
Adjusted EBITDA, a non-GAAP metric, was $(1.8) million (which included the $750,000 negative revenue adjustment), compared to $3.0 million in the fourth quarter of 2023.
For the full year 2024, adjusted EBITDA, a non-GAAP metric, was $2.9 million, compared to $12.4 million in 2023.
Cashand cash equivalents were $18.0 million at December 31, 2024.
FinancialCommentary
CFO Alanna Boudreau stated, “We saw strong momentum in Q4 bookings, with many orders coming late in the quarter. While the timing limited revenue recognition in the period, it contributed to a growing $22.0 million backlog that positions us well for future growth revenue growth. Full-year 2024 results included a one-time revenue adjustment related to a 2021 international sale, which reduced reported 2024 revenue and increased 2023 results. Additionally, net operating expense included a $275,000 lease settlement tied to a legacy facility contract. Both adjustments were necessary to properly align financial reporting and have now been addressed. Looking ahead, we remain focused on managing costs effectively, increasing operational efficiency even further, and converting backlog into revenue as market conditions evolve. With a $22.0 million backlog, scalable operational infrastructure, and an expanding international pipeline and footprint, we are well-positioned to benefit as opportunities emerge.”
ConferenceCall
VirTra’s management will hold a conference call today (March 27, 2025) at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) to discuss these results. VirTra’s Chief Executive Officer John Givens and Chief Financial Officer Alanna Boudreau 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: 13751824
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 Gateway Investor Relations 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 call will be available after 7:30 p.m. Eastern time on the same day through April 10, 2025.
Toll-free replay number: 1-844-512-2921
International replay number: 1-412-317-6671
Replay ID: 13751824
AboutVirTra, Inc.
VirTra (Nasdaq: VTSI) is a global provider of judgmental use of force training simulators, 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 Year Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Dec 31, | Dec 31, | Increase | % | |||||||||
| 2024 | 2023 <br>(Restated) | (Decrease) | Change | |||||||||
| Net Income (Loss) | $ | 1,363,681 | $ | 9,150,835 | $ | (7,787,154 | ) | -85 | % | |||
| Adjustments: | ||||||||||||
| Provision for income taxes | 887,286 | 1,818,812 | $ | (931,526 | ) | -51 | % | |||||
| Depreciation and amortization | 1,136,812 | 928,545 | $ | 208,267 | 22 | % | ||||||
| Interest (net) | (182,018 | ) | (20,440 | ) | $ | (161,578 | ) | 790 | % | |||
| EBITDA | $ | 3,205,761 | $ | 11,877,752 | $ | (8,671,991 | ) | -73 | % | |||
| Right of use amortization | (279,592 | ) | 496,127 | $ | (775,719 | ) | ||||||
| Adjusted EBITDA | $ | 2,926,169 | $ | 12,373,879 | $ | (9,447,710 | ) | -76 | % |
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 risksand uncertainties 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 Alec Wilson
Gateway Group, Inc.
VTSI@gateway-grp.com
949-574-3860
-Financial Tables to Follow -
VIRTRA,INC.
BALANCESHEETS
| 2023 | |||
| (Restated) | |||
| ASSETS | |||
| Current assets: | |||
| Cash and cash equivalents | 18,040,827 | $ | 18,849,842 |
| Accounts receivable, net | 8,005,452 | 16,472,123 | |
| Inventory, net | 14,583,400 | 12,404,880 | |
| Unbilled revenue | 2,570,441 | 1,109,616 | |
| Prepaid expenses and other current assets | 1,273,115 | 906,803 | |
| Total current assets | 44,473,235 | 49,743,264 | |
| Long-term assets: | |||
| Property and equipment, net | 16,204,663 | 15,487,013 | |
| Operating lease right-of-use asset, net | 437,095 | 716,687 | |
| Intangible assets, net | 558,651 | 567,540 | |
| Security deposits, long-term | 35,691 | 35,691 | |
| Other assets, long-term | 148,177 | 201,670 | |
| Deferred tax asset, net | 3,595,574 | 3,630,154 | |
| Total long-term assets | 20,979,851 | 20,638,755 | |
| Total assets | 65,453,086 | $ | 70,382,019 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||
| Current liabilities: | |||
| Accounts payable | 957,384 | $ | 2,282,427 |
| Accrued compensation and related costs | 1,253,544 | 2,221,416 | |
| Accrued expenses and other current liabilities | 657,114 | 3,970,559 | |
| Note payable, current | 230,787 | 226,355 | |
| Operating lease liability, short-term | 192,410 | 317,840 | |
| Deferred revenue, short-term | 6,355,316 | 6,736,175 | |
| Total current liabilities | 9,646,555 | 15,754,772 | |
| Long-term liabilities: | |||
| Deferred revenue, long-term | 2,282,996 | 3,012,206 | |
| Note payable, long-term | 7,567,536 | 7,813,021 | |
| Operating lease liability, long-term | 265,111 | 432,176 | |
| Total long-term liabilities | 10,115,643 | 11,257,403 | |
| Total liabilities | 19,762,198 | 27,012,175 | |
| 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;11,255,709 shares and 11,107,230 shares issued and outstanding as<br> of December 31, 2024 and 2023, respectively | 1,125 | 1,109 | |
| Class A common stock 0.0001 par value; 2,500,000 shares authorized; no shares issued or<br> outstanding | - | - | |
| Class B common stock 0.0001 par value; 7,500,000 shares authorized; no shares issued or<br> outstanding | - | - | |
| Additional paid-in capital | 32,915,112 | 31,957,765 | |
| Retained earnings | 12,774,651 | 11,410,970 | |
| Total stockholders’ equity | 45,690,888 | 43,369,844 | |
| Total liabilities and stockholders’ equity | 65,453,086 | $ | 70,382,019 |
All values are in US Dollars.
See accompanying notes to financial statements.
VIRTRA,INC.
STATEMENTSOF OPERATIONS
| For the years ended | ||||||
|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||
| 2024 | 2023 | |||||
| (Restated) | ||||||
| Revenues: | ||||||
| Net sales | $ | 26,350,819 | $ | 38,791,337 | ||
| Total revenue | 26,350,819 | 38,791,337 | ||||
| Cost of sales | 6,938,304 | 11,378,264 | ||||
| Gross profit | 19,412,515 | 27,413,073 | ||||
| Operating expenses: | ||||||
| General and administrative | 14,412,882 | 14,235,194 | ||||
| Research and development | 3,003,302 | 2,794,314 | ||||
| Net operating expense | 17,416,184 | 17,029,508 | ||||
| Income from operations | 1,996,331 | 10,383,565 | ||||
| Other income (expense): | ||||||
| Other income | 829,618 | 888,464 | ||||
| Other (expense) income | (574,982 | ) | (302,382 | ) | ||
| Net other income | 254,636 | 586,082 | ||||
| Income before provision for income taxes | 2,250,967 | 10,969,647 | ||||
| Provision for income taxes | 887,286 | 1,818,812 | ||||
| Net income | $ | 1,363,681 | $ | 9,150,835 | ||
| Net income per common share: | ||||||
| Basic | $ | 0.12 | $ | 0.85 | ||
| Diluted | $ | 0.12 | $ | .85 | ||
| Weighted average shares outstanding: | ||||||
| Basic | 11,162,917 | 10,958,448 | ||||
| Diluted | 11,162,917 | 10,963,477 |
See accompanying notes to financial statements.
VIRTRA,INC.
STATEMENTSOF CASH FLOWS
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| For the Years Ended December 31 | ||||||
| 2024 | 2023 | |||||
| (Restated) | ||||||
| Cash flows from operating activities: | ||||||
| Net income | $ | 1,363,681 | $ | 9,150,835 | ||
| Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||||||
| Depreciation and amortization | 1,136,812 | 928,545 | ||||
| Right of use amortization | 279,592 | 496,127 | ||||
| Bad debt expense | (166,640 | ) | 308,657 | |||
| Employee stock compensation | 777,093 | 75,037 | ||||
| Stock reserves for future services | 160,104 | 407,453 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable, net | 8,633,309 | (13,777,894 | ) | |||
| Inventory, net | (2,178,520 | ) | (2,812,552 | ) | ||
| Deferred taxes | 34,580 | (1,391,392 | ) | |||
| Unbilled revenue | (1,460,825 | ) | 6,376,375 | |||
| Prepaid expenses and other current assets | (366,313 | ) | (375,753 | ) | ||
| Other assets | 53,493 | 174,791 | ||||
| Accounts payable and other accrued expenses | (5,606,536 | ) | 3,810,157 | |||
| Operating lease right of use | (292,495 | ) | (527,690 | ) | ||
| Deferred revenue | (1,110,069 | ) | 3,839,920 | |||
| Net cash provided by operating activities | 1,257,266 | 6,682,616 | ||||
| Cash flows from investing activities: | ||||||
| Purchase of intangible assets | - | - | ||||
| Purchase of property and equipment | (1,845,572 | ) | (1,128,187 | ) | ||
| Net cash used in investing activities | (1,845,572 | ) | (1,128,187 | ) | ||
| Cash flows from financing activities: | ||||||
| Principal payments of debt | (240,862 | ) | (243,084 | ) | ||
| Stock issued for options exercised | 20,153 | 54,900 | ||||
| Net cash used in financing activities | (220,709 | ) | (188,184 | ) | ||
| Net increase (decrease) in cash | (809,015 | ) | 5,366,245 | |||
| Cash and restricted cash, beginning of period | 18,849,842 | 13,483,597 | ||||
| Cash and restricted cash, end of period | $ | 18,040,827 | $ | 18,849,842 | ||
| Supplemental disclosure of cash flow information: | ||||||
| Income taxes paid (refunded) | $ | 5,505,793 | $ | - | ||
| Interest paid | $ | 241,838 | $ | 248,653 |
See accompanying notes to financial statements.