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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________to _______________.
Commission File Number: 001-35988
Vislink Technologies,
Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
20-5856795 |
(State or other jurisdiction
of incorporation or organization) |
|
(IRS Employer
Identification No.) |
350 Clark Drive, Suite 125,
Mt. Olive, NJ 07828
(Address of Principal Executive Offices)
(908) 852-3700
(Registrant’s telephone number, including area
code)
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 (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such a shorter period than the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such a shorter period than the registrant was required to submit such files). Yes
☒ No ☐
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
Accelerated filer ☐ |
Non-accelerated filer ☒ |
Smaller reporting company ☒ |
|
Emerging growth company ☐ |
If an emerging growth company, indicate by a checkmark
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. ☐
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No ☒
The registrant had 2,464,419 shares of its common
stock outstanding as of November 12, 2024.
VISLINK TECHNOLOGIES, INC.
QUARTERLY REPORT ON FORM 10-Q
For the nine months ended September 30, 2024
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Index to Condensed Consolidated Financial Statements
FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q (including the
section regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations) (the “Report”)
contains forward-looking statements regarding our business, financial condition, results of operations, and prospects. Words such as “expects,”
“anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,”
and similar words and phrases are intended to identify forward-looking statements. However, this report does not include an all-inclusive
list of words or phrases identifying forward-looking statements. Also, all information concerning future matters is forward-looking statements.
Although forward-looking statements in this Report
reflect our management’s good faith judgment, such information is based on facts and circumstances the Company currently knows.
Forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from
those discussed in or anticipated by the forward-looking statements. Without limitation, factors that could cause or contribute to such
differences in results and outcomes include those discussed in this Report.
The Company files reports with the Securities and
Exchange Commission (“SEC”), and those reports are available free of charge on our website (www.vislink.com). The reports
available include our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those
reports, which are available as soon as reasonably practicable after the Company electronically files such materials or furnishes them
to the SEC. You can also read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F
Street, N.E., Washington, DC 20549. You can obtain additional information about the Public Reference Room’s operation by calling
the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site (www.sec.gov) containing reports, proxies, information statements,
and other information regarding issuers who file electronically with the SEC, including us.
We undertake no obligation to revise or update any
forward-looking statements to reflect any event or circumstance that may arise after the date of this Report. We urge you to carefully
review and consider all the disclosures made in this Report.
REFERENCES TO VISLINK
In this Quarterly Report, unless otherwise stated
or the context otherwise indicates, references to “VISL,” “Vislink,” “the Company,” “the Corporation,”
“we,” “us,” “our,” and similar references refer to Vislink Technologies, Inc., a Delaware corporation.
VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
| |
September 30, 2024 | | |
December 31, 2023 | |
| |
(unaudited) | | |
| |
ASSETS | |
| | | |
| | |
Current assets | |
| | | |
| | |
Cash and cash equivalents | |
$ | 3,213 | | |
$ | 8,482 | |
Accounts receivable, net | |
| 8,252 | | |
| 8,680 | |
Inventories, net | |
| 15,265 | | |
| 14,029 | |
Investments held to maturity | |
| 5,975 | | |
| 5,731 | |
Prepaid expenses and other current assets | |
| 1,992 | | |
| 1,560 | |
Total current assets | |
| 34,697 | | |
| 38,482 | |
Right of use assets, operating leases | |
| 504 | | |
| 742 | |
Property and equipment, net | |
| 2,155 | | |
| 1,902 | |
Intangible assets, net | |
| 3,052 | | |
| 3,866 | |
Total assets | |
$ | 40,408 | | |
$ | 44,992 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accounts payable | |
$ | 3,211 | | |
$ | 3,183 | |
Accrued expenses | |
| 1,675 | | |
| 1,578 | |
Notes payable | |
| 230 | | |
| — | |
Operating lease obligations, current | |
| 513 | | |
| 463 | |
Customer deposits and deferred revenue | |
| 1,983 | | |
| 1,490 | |
Total current liabilities | |
| 7,612 | | |
| 6,714 | |
Operating lease obligations, net of current portion | |
| 376 | | |
| 755 | |
Deferred tax liabilities | |
| 430 | | |
| 546 | |
Total liabilities | |
| 8,418 | | |
| 8,015 | |
Commitments and contingencies (See Note 12) | |
| - | | |
| - | |
Stockholders’ equity | |
| | | |
| | |
Series A Preferred stock, $0.00001 par value per share: -0- shares authorized on September 30, 2024, and December 31, 2023, respectively; -0- shares issued and outstanding on September 30, 2024, and December 31, 2023, respectively. | |
| — | | |
| — | |
Common stock, $0.00001 par value per share, 100,000,000 shares authorized on September 30, 2024, and December 31, 2023, respectively: Common stock, 2,464,398 and 2,439,923 were issued, and 2,464,265 and 2,439,790 were outstanding on September 30, 2024, and December 31, 2023, respectively. | |
| — | | |
| — | |
Additional paid-in capital | |
| 348,548 | | |
| 347,507 | |
Accumulated other comprehensive loss | |
| (827 | ) | |
| (1,027 | ) |
Treasury stock, at cost – 133 shares as of September 30, 2024, and December 31, 2023, respectively | |
| (277 | ) | |
| (277 | ) |
Accumulated deficit | |
| (315,454 | ) | |
| (309,226 | ) |
Total stockholders’ equity | |
| 31,990 | | |
| 36,977 | |
Total liabilities and stockholders’ equity | |
$ | 40,408 | | |
$ | 44,992 | |
The accompanying notes are an integral part of these
unaudited condensed consolidated financial statements.
VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
OTHER COMPREHENSIVE LOSS
(IN THOUSANDS EXCEPT NET LOSS PER SHARE DATA)
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
For the Three Months Ended | | |
For the Nine Months Ended | |
| |
September 30, | | |
September 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| |
Revenue, net | |
$ | 7,066 | | |
$ | 7,179 | | |
$ | 24,366 | | |
$ | 19,410 | |
Cost of revenue and operating expenses | |
| | | |
| | | |
| | | |
| | |
Cost of components and personnel | |
| 3,485 | | |
| 3,302 | | |
| 10,846 | | |
| 8,977 | |
Inventory valuation adjustments | |
| 310 | | |
| 176 | | |
| 744 | | |
| 480 | |
General and administrative expenses | |
| 5,050 | | |
| 4,793 | | |
| 16,262 | | |
| 14,500 | |
Research and development expenses | |
| 1,160 | | |
| 805 | | |
| 2,925 | | |
| 2,480 | |
Impairment on right-of-use assets | |
| — | | |
| 83 | | |
| — | | |
| 83 | |
Depreciation and amortization | |
| 321 | | |
| 311 | | |
| 1,011 | | |
| 913 | |
Total cost of revenue and operating expenses | |
| 10,326 | | |
| 9,470 | | |
| 31,788 | | |
| 27,433 | |
Loss from operations | |
| (3,260 | ) | |
| (2,291 | ) | |
| (7,422 | ) | |
| (8,023 | ) |
Other income (expense) | |
| | | |
| | | |
| | | |
| | |
Unrealized gain (loss) on investments held to maturity | |
| 84 | | |
| (4 | ) | |
| 229 | | |
| (67 | ) |
Other income (loss) | |
| 26 | | |
| (36 | ) | |
| 400 | | |
| 294 | |
Dividend income | |
| 47 | | |
| 104 | | |
| 185 | | |
| 323 | |
Interest income, net | |
| 86 | | |
| 202 | | |
| 264 | | |
| 555 | |
Total other income | |
| 243 | | |
| 266 | | |
| 1,078 | | |
| 1,105 | |
Income taxes | |
| | | |
| | | |
| | | |
| | |
Deferred tax benefits | |
| 7 | | |
| 55 | | |
| 116 | | |
| 164 | |
Net loss | |
$ | (3,010 | ) | |
$ | (1,970 | ) | |
$ | (6,228 | ) | |
$ | (6,754 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted loss per share | |
$ | (1.22 | ) | |
$ | (0.83 | ) | |
$ | (2.54 | ) | |
$ | (2.84 | ) |
Weighted average number of shares outstanding: | |
| | | |
| | | |
| | | |
| | |
Basic and diluted | |
| 2,464 | | |
| 2,382 | | |
| 2,454 | | |
| 2,377 | |
Comprehensive loss: | |
| | | |
| | | |
| | | |
| | |
Net loss | |
$ | (3,010 | ) | |
$ | (1,970 | ) | |
$ | (6,228 | ) | |
$ | (6,754 | ) |
Unrealized gain (loss) on currency translation adjustment | |
| 566 | | |
| (364 | ) | |
| 200 | | |
| (64 | ) |
Comprehensive loss | |
$ | (2,444 | ) | |
$ | (2,334 | ) | |
$ | (6,028 | ) | |
$ | (6,818 | ) |
The accompanying notes are an integral part of these
unaudited condensed consolidated financial statements.
VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’
EQUITY
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30,
2024
(IN THOUSANDS, EXCEPT SHARE DATA)
Three months ended September 30, 2024:
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Income (Loss) | | |
Stock | | |
Deficit | | |
Total | |
| |
| | |
| | |
| | |
| | |
| | |
Accumulated | | |
| | |
| | |
| |
| |
Series A | | |
| | |
| | |
Additional | | |
Other | | |
| | |
| | |
| |
| |
Preferred Stock | | |
Common Stock | | |
Paid In | | |
Comprehensive | | |
Treasury | | |
Accumulated | | |
| |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Income (Loss) | | |
Stock | | |
Deficit | | |
Total | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance, June 30, 2024 | |
| — | | |
$ | — | | |
| 2,452,482 | | |
$ | — | | |
$ | 348,349 | | |
$ | (1,393 | ) | |
$ | (277 | ) | |
$ | (312,444 | ) | |
$ | 34,235 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (3,010 | ) | |
| (3,010 | ) |
Unrealized gain on currency translation adjustment | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 566 | | |
| — | | |
| — | | |
| 566 | |
Issuance of common stock in connection with: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Compensation awards for services previously accrued | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Satisfaction with the conversion of restricted stock unit awards | |
| — | | |
| — | | |
| 11,916 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Stock-based compensation | |
| — | | |
| — | | |
| — | | |
| — | | |
| 199 | | |
| — | | |
| — | | |
| — | | |
| 199 | |
Balance, September 30, 2024 | |
| — | | |
$ | — | | |
| 2,464,398 | | |
$ | — | | |
$ | 348,548 | | |
$ | (827 | ) | |
$ | (277 | ) | |
$ | (315,454 | ) | |
$ | 31,990 | |
Nine months ended September 30, 2024:
| |
| | |
| | |
| | |
| | |
| | |
Accumulated | | |
| | |
| | |
| |
| |
Series A | | |
| | |
| | |
Additional | | |
Other | | |
| | |
| | |
| |
| |
Preferred Stock | | |
Common Stock | | |
Paid In | | |
Comprehensive | | |
Treasury | | |
Accumulated | | |
| |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Income (Loss) | | |
Stock | | |
Deficit | | |
Total | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance, January 1, 2024 | |
| — | | |
$ | — | | |
| 2,439,923 | | |
$ | — | | |
$ | 347,507 | | |
$ | (1,027 | ) | |
$ | (277 | ) | |
$ | (309,226 | ) | |
$ | 36,977 | |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (6,228 | ) | |
| (6,228 | ) |
Unrealized gain on currency translation adjustment | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 200 | | |
| — | | |
| — | | |
| 200 | |
Issuance of common stock in connection with: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Compensation awards for services previously accrued | |
| — | | |
| — | | |
| 8,000 | | |
| — | | |
| 160 | | |
| — | | |
| — | | |
| — | | |
| 160 | |
Satisfaction with the conversion of restricted stock unit awards | |
| — | | |
| — | | |
| 16,475 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Stock-based compensation | |
| — | | |
| — | | |
| — | | |
| — | | |
| 881 | | |
| — | | |
| — | | |
| — | | |
| 881 | |
Balance, September 30, 2024 | |
| — | | |
$ | — | | |
| 2,464,398 | | |
$ | — | | |
$ | 348,548 | | |
$ | (827 | ) | |
$ | (277 | ) | |
$ | (315,454 | ) | |
$ | 31,990 | |
The accompanying notes are an integral part of these
unaudited condensed consolidated financial statements.
VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’
EQUITY
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30,
2023
(IN THOUSANDS, EXCEPT SHARE DATA)
| |
| | |
| | |
| | |
| | |
| | |
Accumulated | | |
| | |
| | |
| |
| |
Series A | | |
| | |
| | |
Additional | | |
Other | | |
| | |
| | |
| |
| |
Preferred Stock | | |
Common Stock | | |
Paid In | | |
Comprehensive | | |
Treasury | | |
Accumulated | | |
| |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Income (Loss) | | |
Stock | | |
Deficit | | |
Total | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Three months ended September 30, 2023: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance, July 1, 2023 | |
| — | | |
$ | — | | |
| 2,377,362 | | |
$ | — | | |
$ | 346,822 | | |
$ | (1,037 | ) | |
$ | (277 | ) | |
$ | (304,883 | ) | |
$ | 40,625 | |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (1,970 | ) | |
| (1,970 | ) |
Unrealized loss on currency translation adjustment | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (364 | ) | |
| — | | |
| — | | |
| (364 | ) |
Issuance of common stock in connection with: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Satisfaction with the conversion of restricted stock unit awards | |
| — | | |
| — | | |
| 10,234 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Stock-based compensation | |
| — | | |
| — | | |
| — | | |
| — | | |
| 343 | | |
| — | | |
| — | | |
| — | | |
| 343 | |
Balance, September 30, 2023 | |
| — | | |
$ | — | | |
| 2,387,596 | | |
$ | — | | |
$ | 347,165 | | |
$ | (1,401 | ) | |
$ | (277 | ) | |
$ | (306,853 | ) | |
$ | 38,634 | |
Nine months ended September 30, 2023:
Balance, January 1, 2023* | |
| 47,419 | | |
$ | — | | |
| 2,367,362 | | |
$ | — | | |
$ | 345,365 | | |
$ | (1,337 | ) | |
$ | (277 | ) | |
$ | (300,099 | ) | |
$ | 43,652 | |
Balance | |
| 47,419 | | |
$ | — | | |
| 2,367,362 | | |
$ | — | | |
$ | 345,365 | | |
$ | (1,337 | ) | |
$ | (277 | ) | |
$ | (300,099 | ) | |
$ | 43,652 | |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (6,754 | ) | |
| (6,754 | ) |
Unrealized loss on currency translation adjustment | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (64 | ) | |
| — | | |
| — | | |
| (64 | ) |
Elimination of Series A Preferred Stock | |
| (47,419 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Issuance of common stock in connection with: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Compensation awards for services previously accrued | |
| — | | |
| — | | |
| 10,000 | | |
| — | | |
| 200 | | |
| — | | |
| — | | |
| — | | |
| 200 | |
Satisfaction with the conversion of restricted stock unit awards | |
| — | | |
| — | | |
| 10,234 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Stock-based compensation | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,600 | | |
| — | | |
| — | | |
| — | | |
| 1,600 | |
Balance, September 30, 2023 | |
| — | | |
$ | — | | |
| 2,387,596 | | |
$ | — | | |
$ | 347,165 | | |
$ | (1,401 | ) | |
$ | (277 | ) | |
$ | (306,853 | ) | |
$ | 38,634 | |
Balance | |
| — | | |
$ | — | | |
| 2,387,596 | | |
$ | — | | |
$ | 347,165 | | |
$ | (1,401 | ) | |
$ | (277 | ) | |
$ | (306,853 | ) | |
$ | 38,634 | |
The accompanying notes are an integral part of these
unaudited condensed consolidated financial statements.
VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
(IN THOUSANDS)
| |
2024 | | |
2023 | |
| |
For the Nine Months Ended September 30, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
Cash flows used in operating activities | |
| | | |
| | |
Net loss | |
$ | (6,228 | ) | |
$ | (6,754 | ) |
Adjustments to reconcile net loss to net cash used in operating activities | |
| | | |
| | |
Deferred tax benefits | |
| (116 | ) | |
| (164 | ) |
Unrealized (gain) loss on the fair value of investments in bonds held to maturity | |
| (229 | ) | |
| 67 | |
Accretion of bond discount | |
| (15 | ) | |
| (224 | ) |
Stock-based compensation | |
| 881 | | |
| 1,600 | |
Provision for bad debt | |
| 213 | | |
| 64 | |
Recovery of bad debt | |
| — | | |
| (8 | ) |
Inventory valuation adjustments | |
| 744 | | |
| 480 | |
Amortization of right-of-use assets, operating assets | |
| 236 | | |
| 276 | |
Depreciation and amortization | |
| 1,011 | | |
| 913 | |
Impairment on right-of-use assets | |
| — | | |
| 83 | |
Changes in assets and liabilities | |
| | | |
| | |
Accounts receivable | |
| 416 | | |
| (1,400 | ) |
Inventories | |
| (1,424 | ) | |
| (1,598 | ) |
Prepaid expenses and other current assets | |
| 64 | | |
| (278 | ) |
Accounts payable | |
| 28 | | |
| 505 | |
Accrued expenses | |
| 96 | | |
| 445 | |
Accrued director’s compensation | |
| 160 | | |
| (5 | ) |
Operating lease obligations | |
| (329 | ) | |
| (367 | ) |
Customer deposits and deferred revenue | |
| 493 | | |
| 373 | |
Net cash used in operating activities | |
| (3,999 | ) | |
| (5,992 | ) |
Cash flows used in investing activities | |
| | | |
| | |
Cash used for investments held to maturity | |
| (949 | ) | |
| (10,763 | ) |
Cash used in asset acquisition | |
| — | | |
| (269 | ) |
Proceeds from bond redemption | |
| 950 | | |
| — | |
Cash used for property and equipment | |
| (519 | ) | |
| (502 | ) |
Net cash used in investing activities | |
| (518 | ) | |
| (11,534 | ) |
Cash flows used in financing activities | |
| | | |
| | |
Principal payments made on notes payable | |
| (280 | ) | |
| (409 | ) |
Net cash used in financing activities | |
| (280 | ) | |
| (409 | ) |
Effect of exchange rate changes on cash | |
| (472 | ) | |
| (452 | ) |
Net decrease in cash and cash equivalents | |
| (5,269 | ) | |
| (18,387 | ) |
Cash and cash equivalents, beginning of the period | |
| 8,482 | | |
| 25,627 | |
Cash and cash equivalents, end of the period | |
$ | 3,213 | | |
$ | 7,240 | |
The accompanying notes are an integral part of these
unaudited condensed consolidated financial statements.
VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS (continued)
(IN THOUSANDS)
| |
2024 | | |
2023 | |
| |
For the Nine Months Ended September 30, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
Supplemental disclosure of cash flow information: | |
| | | |
| | |
Cash paid during the period for interest | |
$ | 12 | | |
$ | 11 | |
Supplemental disclosure of non-cash information: | |
| | | |
| | |
Notes payable | |
$ | 510 | | |
$ | 523 | |
Common stock issued in connection with: | |
| | | |
| | |
Compensation awards previously accrued | |
$ | 160 | | |
$ | 200 | |
ROU assets and operating lease obligations recognized (Note 9): | |
| | | |
| | |
Operating lease assets recognized | |
$ | — | | |
$ | — | |
Less: non-cash changes to operating lease assets | |
| | | |
| | |
Amortization | |
| (236 | ) | |
| (276 | ) |
Impairment | |
| — | | |
| (83 | ) |
Loss on lease impairment | |
| — | | |
| 83 | |
ROU
assets and operating lease obligations recognized | |
$ | (236 | ) | |
$ | (276 | ) |
| |
| | | |
| | |
Operating lease liabilities recognized | |
$ | — | | |
$ | — | |
Less: non-cash changes to operating lease liabilities accretion | |
| (329 | ) | |
| (367 | ) |
Operating
lease liabilities recognized | |
$ | (329 | ) | |
$ | (367 | ) |
The accompanying notes are an integral part of these
unaudited condensed consolidated financial statements.
VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Nature of Operations
Vislink Technologies, Inc., incorporated in Delaware
in 2006, is a global technology business that collects, delivers, and manages high-quality, live video and associated data from the action
scene to the viewing screen. We provide solutions for collecting live news, sports, entertainment, and news events for the broadcast,
surveillance, and defense markets with real-time video intelligence solutions using various tailored transmission products. Our team also
provides professional and technical services utilizing a staff of technology experts with decades of applied knowledge and real-world
experience in terrestrial microwave, fiber optic, surveillance, and wireless communications systems, delivering a broad spectrum of customer
solutions.
Basis of Presentation
The accompanying unaudited condensed consolidated
interim financial statements, along with the notes herein, are intended to be reviewed in conjunction with Vislink Technologies, Inc.’s
audited consolidated financial statements and the accompanying notes as detailed in the 2023 Annual Report on Form 10-K, which was filed
with the Securities and Exchange Commission (the “SEC”) on April 3, 2024 (the “Annual Report on Form 10-K”). The
condensed consolidated balance sheet, as of December 31, 2023, originates from these audited statements without complete footnote disclosures
typically found in audited annual statements. These unaudited condensed consolidated financial statements have been prepared to include
all necessary adjustments, solely of a routine recurring nature, deemed essential for a fair presentation of the Company’s financial
standing as of September 30, 2024, along with our results of operations for the three and nine months ending on September 30 for both
2024 and 2023, and the cash flows for these periods. However, the results and position as of September 30, 2024, may not be indicative
of our full-year 2024 financial condition and operating results.
Given the interim nature of this 10-Q report, the
detail and scope of accounting policies outlined here are less comprehensive than those found in the Annual Report on Form 10-K. Investors
are encouraged to refer to NOTE 3 —SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES in the audited consolidated financial statements
within the Annual Report on Form 10-K.
Principles of Consolidation
The accompanying financial statements have been prepared
in conformity with accounting principles generally accepted in the United States of America or (“U.S. GAAP”) as found in the
Accounting Standards Codification (“ASC”), the Accounting Standards Update (“ASU”) of the Financial Accounting
Standards Board (“FASB”) and the rules and regulations of the SEC. The accompanying unaudited condensed consolidated financial
statements include the Company’s accounts and wholly-owned subsidiaries. We have eliminated all intercompany accounts and transactions
upon consolidating our subsidiaries.
Segment Reporting
In accordance with the Financial Accounting Standards
Board’s (FASB) mandate, Vislink Technologies, Inc. adopted Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280),
effective January 1, 2024. Initially issued by FASB in February 2023, this update revises the reporting requirements for operating segments
of public entities to enhance the transparency and utility of segment reporting.
Prior to this date, as disclosed in our Annual Report
on Form 10-K, we had not yet formally adopted ASU 2023-07, which became mandatory for public entities in reporting periods beginning after
December 15, 2023. We have concluded that we operate as a single reporting segment, and due to this structure, we believe
we are only required to report in a single segment by ASU 2023-07. Accordingly, we believe the adoption of ASU 2023-07 has not significantly
impacted our financial statements.
VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (continued)
Use of Estimates
Preparing the unaudited condensed consolidated financial
statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts
of assets and liabilities in the unaudited condensed consolidated financial statements. Significant accounting estimates reflected in
the Company’s unaudited condensed consolidated financial statements include the useful lives of property, plant, and equipment,
the useful lives of right-of-use assets, the useful lives of intangible assets, impairment of long-lived assets, allowance for accounts
receivable doubtful accounts, allowance for inventory obsolescence reserve, allowance for deferred tax assets, valuation of warranty reserves,
contingent consideration liabilities, and the accrual of potential liabilities. These estimates also affect the reported revenues and
expenses during the reporting periods. Actual results could differ from estimates, and any such differences may be material to our financial
statements.
Recently Issued Accounting Principles
Recent Accounting Pronouncements
On
November 4, 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.
This amendment requires enhanced disclosures on expense disaggregation within the income statement. The amendments are effective for
annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption
is permitted. The Company has not yet assessed the impact of this ASU on its financial statements.
Other
recent accounting standards issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public
Accountants, and the SEC, did not or are not believed by management to have a material impact on the Company’s present or future
consolidated financial statements.
NOTE 2 — LIQUIDITY AND FINANCIAL CONDITION
For the nine months ended September 30, 2024, the
Company incurred an approximate $7.4 million loss from operations and $4.0 million of cash used in operating activities. As of September
30, 2024, the Company had $27.1 million in working capital, $315.5 million in accumulated deficits, and $3.2 million in cash and cash
equivalents.
During the first quarter of 2024, the Company invested
approximately $0.9 million of its cash reserves in federal bonds intended to be held to maturity. No additional investments were made
during the second and third quarters of 2024. As of September 30, 2024, the Company held investments in federal bonds valued at $6.0 million,
intended to be held to maturity, primarily seeking to generate investment income.
Various
factors influence the Company’s liquidity needs, including economic conditions such as inflation and currency exchange rates, competitive
dynamics within current and target markets, potential strategic acquisitions, and market strategy adjustments. Additionally, research
and development activities, regulatory developments, and technological advancements could further impact liquidity requirements. Given
these considerations, management believes that the Company has sufficient resources to continue operations for at least 12 months from
the filing date of these financial statements.
Restructuring
Initiatives:
On
November 12, 2024, the Board approved a plan to restructure certain operations of the business. The Company has initiated a series
of restructuring actions that include a reduction in workforce and the termination of the U.K. and Poway, California manufacturing
operations, and the transfer of these manufacturing activities to Mount Olive, New Jersey. The initiatives aim to enhance the
Company’s financial position by eliminating underperforming product lines, redundant manufacturing facilities, and associated
headcount.
The Company expects associated one-time costs
saving related to severance, lease termination, and other restructuring initiatives to total approximately $4.9
million. The majority of these savings will be realized in the fourth quarter of 2024 and the first quarter of 2025. The Company
expects to realize additional expense savings of approximately $1.1
million throughout 2025. There is no assurance the Company will be able to achieve these objectives. The actual results may differ
from these estimates.
NOTE 3 — LOSS PER SHARE
The following table illustrates the anti-dilutive
potential common stock equivalents excluded from the calculation of loss per share (in thousands):
SCHEDULE OF ANTI-DILUTIVE POTENTIAL COMMON STOCK EQUIVALENTS EXCLUDE FROM CALCULATION OF LOSS PER SHARE
| |
2024 | | |
2023 | |
| |
Nine Months Ended | |
| |
September 30, | |
| |
2024 | | |
2023 | |
Anti-dilutive potential common stock equivalents excluded from the calculation of loss per share: | |
| | | |
| | |
Stock options | |
| 71 | | |
| 76 | |
Warrants | |
| 455 | | |
| 456 | |
Total | |
| 526 | | |
| 532 | |
VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 4 — FOREIGN CURRENCY AND OTHER COMPREHENSIVE
(GAINS) LOSSES
The Company has recognized foreign exchange gains
and losses and changes in accumulated comprehensive income approximately as follows:
SCHEDULE OF FOREIGN EXCHANGE AND CHANGE IN ACCUMULATED COMPREHENSIVE INCOME
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
Three months ended | | |
Nine months ended | |
| |
September 30, | | |
September 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Net foreign exchange transactions: | |
| | | |
| | | |
| | | |
| | |
(Gains) Losses | |
$ | 40,000 | | |
$ | 58,000 | | |
$ | 70,000 | | |
$ | 55,000 | |
| |
| | | |
| | | |
| | | |
| | |
Accumulated comprehensive income: | |
| | | |
| | | |
| | | |
| | |
Unrealized (gains) losses on currency translation adjustment | |
$ | (566,000 | ) | |
$ | 364,000 | | |
$ | (200,000 | ) | |
$ | 64,000 | |
Amounts were converted from British Pounds to U.S.
Dollars and Euros to British Pounds using the following exchange rates:
|
● |
As of September 30, 2024 – £1.338690 to $1.00; €1.116020 to $1.00 |
|
|
|
|
● |
The average exchange rate for the nine months ended September 30, 2024 – £1.276856 to $1.00; €1.087081to $1.00 |
|
|
|
|
● |
As of September 30, 2023 – £1.221980 to $1.00; €1.058230 to $1.00 |
|
|
|
|
● |
The average exchange rate for the nine months ended September 30, 2023 – £1.244390 to $1.00; €1.083310 to $1.00 |
NOTE 5 — CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments
with an original maturity of nine months or less at the time of purchase to be cash equivalents. Cash equivalents consist of unrestricted
funds invested in a money market mutual fund. The following table illustrates the Company’s cash and cash equivalents:
SCHEDULE OF CASH AND CASH EQUIVALENTS
| |
September 30,
2024 | | |
December 31,
2023 | |
Cash on hand | |
$ | 995,000 | | |
$ | 1,776,000 | |
Federally insured money market mutual funds | |
| 2,218,000 | | |
| 6,706,000 | |
Total cash and cash equivalents | |
$ | 3,213,000 | | |
$ | 8,482,000 | |
NOTE 6 — INVESTMENTS
The Company identified the following active debt security investment transactions:
|
● |
On February 28, 2023, the Company purchased a bond, “Federal
National Mortgage Association,” with a face and par value of $950,000,
which matured February
28, 2024, at an interest rate of 5.07%,
totaling $950,000.
The bond was redeemed on February 29, 2024. |
|
|
|
|
● |
On October 11, 2023, the Company purchased a bond, “HSBC USA INC CP,” with a face value of $5,000,000, maturing October 11, 2024, at a 6.262291% interest rate, for a cash payment of approximately $4,711,000. The value on September 30, 2024, was $4,992,000. |
|
|
|
|
● |
On February 27, 2024, the Company acquired the “HSBC USA INC CP” bond with a face value of $1,000,000 and a maturity date of February 12, 2025, at an interest rate of 5.48%, for a cash outlay of approximately $949,400. As of September 30, 2024, the fair value of this bond was $983,000. |
VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 6 — INVESTMENTS
(continued)
The Company’s investments held to maturity are as follows as of September 30, 2024:
SCHEDULE OF INVESTMENTS HELD TO MATURITY
| |
Amortized Cost | | |
Unrealized Gains | | |
Unrealized Losses | | |
Fair Value | |
| |
| | | |
| | | |
| | | |
| | |
Federal Bonds | |
$ | 5,678,000 | | |
$ | 297,000 | | |
$ | — | | |
$ | 5,975,000 | |
The Company has determined the fair value of its investments
held to maturity based on Level 2 input as of September 30, 2024:
The Company’s investments held to maturity are as follows as of September 30, 2024:
SCHEDULE OF FAIR VALUE OF ITS INVESTMENTS
| |
Quoted Prices in Active Market of Identical Assets/Liabilities (Level 1) | | |
Significant Other Observable Inputs (Level 2) | | |
Significant Unobservable Inputs (Level 3) | | |
Total | |
| |
| | | |
| | | |
| | | |
| | |
Federal Bonds | |
$ | — | | |
$ | 5,975,000 | | |
$ | — | | |
$ | 5,975,000 | |
NOTE 7 — INTANGIBLE ASSETS
The Company continuously monitors operating results,
events, and circumstances that may indicate potential impairment of intangible assets. Management concluded that no triggering events
occurred during the nine months ending on September 30, 2024.
The following table illustrates finite intangible
assets as of September 30, 2024:
SCHEDULE
OF INTANGIBLE ASSETS
| |
Proprietary Technology | | |
Patents and Licenses | | |
Trade Names & Technology | | |
Customer Relationships | | |
| |
| |
| | |
Accumulated | | |
| | |
Accumulated | | |
| | |
Accumulated | | |
| | |
Accumulated | | |
| |
| |
Cost | | |
Amortization | | |
Cost | | |
Amortization | | |
Cost | | |
Amortization | | |
Cost | | |
Amortization | | |
Net | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance, January 1, 2024 | |
$ | 2,132,000 | | |
$ | (1,408,000 | ) | |
$ | 12,378,000 | | |
$ | (12,378,000 | ) | |
$ | 2,251,000 | | |
$ | (1,327,000 | ) | |
$ | 5,591,000 | | |
$ | (3,373,000 | ) | |
$ | 3,866,000 | |
Amortization | |
| — | | |
| (393,000 | ) | |
| — | | |
| — | | |
| — | | |
| (104,000 | ) | |
| — | | |
| (317,000 | ) | |
| (814,000 | ) |
Balance, September 30, 2024 | |
$ | 2,132,000 | | |
$ | (1,801,000 | ) | |
$ | 12,378,000 | | |
$ | (12,378,000 | ) | |
$ | 2,251,000 | | |
$ | (1,431,000 | ) | |
$ | 5,591,000 | | |
$ | (3,690,000 | ) | |
$ | 3,052,000 | |
The Company’s groups of intangible assets consist
primarily of:
Proprietary Technology:
Generally, the Company amortizes proprietary technology
over 3 to 5 years. Mobile Viewpoint (“MVP”) uses wireless multiplex transmitters and artificial intelligence internally to
produce and sell products and services to customers.
Patents and Licenses:
Patents and licenses filed by the Company are amortized
for 18.5 to 20 years. The amortization of the costs associated with provisional patents and pending applications begins after successful
review and filing.
Trade Name, Technology, and Customer Relationships:
Other intangible assets are amortized for 3 to 15
years. Integrated Microwave Technology (“IMT”), Vislink, MVP, and BMS assets acquisitions contributed to developing these
intangible assets, including trade names, technology, and customer lists.
The Company has recognized net capitalized intangible costs as follows:
SCHEDULE OF CAPITALIZED INTANGIBLE COSTS
| |
September 30, | | |
December 31, | |
| |
2024 | | |
2023 | |
Proprietary Technology | |
$ | 333,000 | | |
$ | 726,000 | |
Trade Names and Technology | |
| 819,000 | | |
| 922,000 | |
Customer Relationships | |
| 1,900,000 | | |
| 2,218,000 | |
Net capitalized
intangible costs | |
$ | 3,052,000 | | |
$ | 3,866,000 | |
VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 7 — INTANGIBLE ASSETS (continued)
Trade Name, Technology, and Customer
Relationships: (continued)
The Company has recognized the amortization of intangible
assets as follows:
SCHEDULE OF AMORTIZATION OF INTANGIBLE ASSETS
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
Three Months Ended | | |
Nine Months Ended | |
| |
September 30, | | |
September 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Proprietary Technology | |
$ | 98,000 | | |
$ | 149,000 | | |
$ | 393,000 | | |
$ | 443,000 | |
Trade Names and Technology | |
| 35,000 | | |
| 35,000 | | |
| 104,000 | | |
| 104,000 | |
Customer Relationships | |
| 107,000 | | |
| 66,000 | | |
| 317,000 | | |
| 193,000 | |
Amortization of
intangible assets | |
$ | 240,000 | | |
$ | 250,000 | | |
$ | 814,000 | | |
$ | 740,000 | |
The weighted average remaining life of the amortization
of the Company’s intangible assets is approximately 4.9 years as of September 30, 2024. The following table represents the estimated
amortization expense for total intangible assets for the succeeding five years:
SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE FOR INTANGIBLE ASSETS
Period ending September 30, | |
| | |
2025 | |
$ | 735,000 | |
2026 | |
| 650,000 | |
2027 | |
| 291,000 | |
2028 | |
| 288,000 | |
2029 | |
| 288,000 | |
Thereafter | |
| 800,000 | |
Intangible
assets, estimated amortization expense | |
$ | 3,052,000 | |
The Company continuously monitors intangible assets
for potential impairments based on operating results, events, and circumstances. As of September 30, 2024, management identified no triggering
events.
NOTE
8 — NOTES PAYABLE
The
table below represents the Company’s notes payable as of September 30, 2024, and December 31, 2023:
SCHEDULE OF NOTES PAYABLE
| |
September 30, 2024 | | |
December 31, 2023 | |
| |
Principal | |
| |
September 30, 2024 | | |
December 31, 2023 | |
| |
| | |
| |
The Company renewed its Directors and Officers (D & O) insurance policy on April 23, 2024, at a reduced premium of approximately $788,000, making a down payment of $278,000 financing the remaining balance of approximately $510,000. The financing arrangement contains a nine-month term with a 7.5% annual interest rate, resulting in a monthly principal and interest payment of approximately $58,000. The Company recognized interest expense of $6,000 and $10,000 for the three and nine months ending September 30, 2024, respectively, compared to none for the same periods in 2023. | |
$ | 230,000 | | |
$ | — | |
Notes payable | |
$ | 230,000 | | |
$ | — | |
NOTE 9 — LEASES
In addition to leasing office spaces, operational
sites, and storage facilities, the Company also rents warehouse facilities internationally and within the country. As of September 30,
2024, these operating leases feature a variety of terms and conditions, with lease lengths ranging from one to four years. Certain leases
contain clauses for rent increases and concessions, which result in higher rental payments during the final years of the lease term. These
agreements are recognized using the straight-line method over the lease’s minimum duration.
VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 9 — LEASES (continued)
During those periods, there were no significant adjustments
to the straight-line rental expenses. Most costs accounted for in each period were reflected in the cash spent on operating activities,
mainly covering payments for the basic rent of offices and warehouses. Additionally, we can renew certain leases at various intervals,
though we are not obligated to. Expenses associated with short-term leases, taxes, and variable service fees were minimal.
As of September 30, 2024, the Company reported Right-of-Use
(ROU) assets totaling approximately $0.5 million on the balance sheet net of $1.9 million in accumulated amortization. In addition, the
Company recognized operating lease liabilities of approximately $0.9 million, allocating $0.5 million as current and $0.4 million as non-current,
as noted on the balance sheet. The weighted average lease term remaining as of September 30, 2024, was 1.8 years, with leases expiring
between January 2025 and May 2027, and the weighted average discount rate was 9.4% as of September 30, 2024.
Poway, CA Lease Renewal and Classification Correction
On February 12, 2024, Vislink Poway, LLC signed a
renewal agreement with CPI Apartment Fund 10 LLC for the premises at 13475 Danielson Street, Suite 100, 130, and 160, Poway, California.
The renewal agreement was initially accounted for based on preliminary terms indicating a lease commencement on March 14, 2024, with an
end date of January 31, 2026. Consequently, a Right-of-Use (ROU) asset of approximately $484,000 and a lease liability of approximately
$473,000 were recognized in the first quarter of 2024.
The final signed lease agreement was obtained during
the third quarter of 2024. It confirms a one-year lease term beginning on April 1, 2024, and ending on March 31, 2025. Since the finalized
lease term is 12 months, it qualifies as a short-term lease under ASC 842, and no ROU asset or lease liability is required to be recorded.
The Company corrected this by removing the previously
recognized ROU asset and lease liability. The Poway, California lease is now accurately accounted for as a short-term lease, with monthly
payments of $22,926 expensed on a straight-line
basis over the lease term.
Dubai Studio City, UAE Renewal
The Company renewed its lease for 646 square feet of administrative office space in Dubai Studio City, UAE, for approximately $1,333 monthly
commencing on July 3, 2024, and terminating on July 2, 2025.
VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 9 — LEASES (continued)
Dubai Studio City, UAE Renewal (continued)
The following table illustrates operating lease data
for the three and six months ending September 30, 2024, and 2023:
SCHEDULE OF OPERATING LEASE DATA
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
Three
Months Ended | | |
Nine
Months Ended | |
| |
September
30, | | |
September
30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Lease cost: | |
| | | |
| | | |
| | | |
| | |
Operating lease
cost | |
$ | 173,000 | | |
$ | 97,000 | | |
$ | 465,000 | | |
$ | 303,000 | |
Short-term
lease cost | |
| 16,000 | | |
| 5,000 | | |
| 99,000 | | |
| 25,000 | |
Total
lease cost | |
$ | 189,000 | | |
$ | 102,000 | | |
$ | 564,000 | | |
$ | 328,000 | |
Cash paid for lease liabilities: | |
| | | |
| | | |
| | | |
| | |
Cash
flows from operating leases | |
$ | 581,000 | | |
$ | 473,000 | |
Right
of use assets obtained in exchange for new operating lease liabilities | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
Weighted-average remaining
lease term—operating leases | |
| 1.8
years | | |
| 3.0
years | |
Weighted-average discount
rate—operating leases | |
| 9.4 | % | |
| 9.5 | % |
The following table illustrates the maturities of our operating lease liabilities as of September 30, 2024:
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES
| |
Amount | |
| |
| |
2025 | |
$ | 575,000 | |
2026 | |
| 280,000 | |
2027 | |
| 121,000 | |
2028 | |
| — | |
2029 | |
| — | |
Thereafter | |
| — | |
Total lease payments | |
| 976,000 | |
Less: imputed interest | |
| 87,000 | |
Present value of lease liabilities | |
| 889,000 | |
Less: Current lease liabilities | |
| 513,000 | |
Non-current lease liabilities | |
$ | 376,000 | |
The following table outlines the locations and lease termination dates for the Company’s Right-of-Use Assets under operating leases for the years 2025 to 2027:
SCHEDULE OF LEASE OBLIGATIONS ASSUMED
Location | |
Square Footage | |
Lease-End Date | |
Approximate Future Payments | |
Colchester, U.K. – Waterside House | |
13,223 | |
Dec | |
2025 | |
$ | 324,000 | |
Lutton, UK | |
600 | |
Jan | |
2025 | |
| 10,000 | |
Billerica, MA | |
2,000 | |
Dec | |
2026 | |
| 240,000 | |
Mount Olive, NJ | |
7,979 | |
May | |
2027 | |
| 370,000 | |
Trivex, Singapore | |
950 | |
Aug | |
2025 | |
| 32,000 | |
VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 10— STOCKHOLDERS’ EQUITY
Preferred stock
On March 22, 2023, the Company’s Board of Directors
approved a resolution to eliminate the Company’s Certificate of Designation, Preferences, and Rights (the “Certificate of
Elimination”) of the Series A Preferred Stock, par value of $0.00001 per share (the “Series A Preferred Stock”), which
was filed with the Secretary of State of the State of Delaware on November 9, 2022.
Upon the effective filing of the Certificate of Elimination,
the shares previously designated under the certificate of designation as Series A Preferred Stock shall resume the status of authorized
but unissued shares of the Company’s preferred stock. As of September 30, 2024, -0- shares are authorized, and no Series A Preferred
Stock was issued or outstanding.
Common stock
Other common stock activity
During the nine months that ended September 30, 2024,
the Company has:
|
● |
Issued 8,000 shares of common stock to specific board members as part of a commitment agreement valued at $160,000 (the common stock’s value was determined on the agreement’s original date); |
|
|
|
|
● |
Issued 16,475 shares of common stock in satisfaction of the conversion of restricted stock unit awards and |
|
|
|
|
● |
Recognized approximately $881,000 of stock-based compensation costs associated with outstanding stock options in general and administrative expenses offsetting additional capital investments. |
Common stock warrants
As of September 30, 2024, warrants to purchase 1,534
shares of common stock expired. On September 30, 2024, warrants to purchase 454,546 shares of common stock were outstanding and exercisable;
the weighted average exercise price of warrants outstanding is $65.00, with a weighted average remaining contractual life of 1.4 years.
These outstanding warrants did not have an intrinsic value as of September 30, 2024.
NOTE 11 — STOCK-BASED COMPENSATION
Inducement Awards:
The Company grants time-vested and
performance-based stock options under inducement awards, consistent with NASDAQ Listing Rule 5653(c)(4). These inducement awards,
granted outside our existing equity compensation plans, are designed to reward employees for their commitment and performance toward
achieving our strategic goals.
Time-based and Performance-based Inducement Stock
Option Awards
The Company’s inducement stock option awards
are generally granted with vesting terms based on time or performance-based criteria. Performance-based awards are tied to achieving specific
financial metrics, aligning employee rewards with the Company’s success. The Company granted time-vested stock
options and performance-based stock options to various employees in connection with their employment agreements. The ten-year, non-statutory
time-vested, and performance-based option inducement awards were granted under the NASDAQ Listing Rule 5653(c)(4) outside of the Company’s
existing equity compensation plans (all subject to continued employment).
VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 11 — STOCK-BASED COMPENSATION (continued)
Inducement Awards (continued):
Time-based and Performance-Based Inducement Restricted
Stock Unit Awards
The Company’s inducement-restricted stock
units (“RSUs”) are generally granted with vesting terms based on time or performance-based criteria. Performance-based
RSUs are tied to achieving specific financial metrics, and aligning employee rewards with the
Company’s success.
The Company granted awards under the amended plan
for time-based RSUs to various employees subject to continued employment. The RSUs initially vest between 25% and 33% on their one-year
anniversary dates and will vest between 24 and 36 equal monthly periods thereafter. Additionally, the Company granted awards under the
amended plan for performance-based restricted stock units subject to performance vesting conditions and continued employment. The RSUs
will vest in three equal tranches upon reaching performance conditions for each tranche.
2023 Omnibus Equity Incentive Plan
The Company received stockholder approval on August
23, 2023, to adopt the 2023 Omnibus Equity Incentive Plan (the “2023 Plan”), which will enable it to continue to grant equity-based
compensation awards under a shareholder-approved plan to employees (including officers), non-employee consultants, non-employee directors,
and affiliates. The 2023 Plan replaces the 2015 Incentive Compensation Plan, 2016 Incentive Compensation Plan, and 2017 Incentive Compensation
Plan. The Company has ceased granting awards under the 2015 Incentive Compensation Plan, 2016 Incentive Compensation Plan, and 2017 Incentive
Compensation Plan. The Company reserves 166,415 shares of its common stock for delivery under the 2023 Plan. The 2023 Plan rewards eligible
participants for contributing to the Company’s success and encourages retaining and recruiting qualified personnel. The Company’s
Board of Directors and Compensation Committee will administer the 2023 Plan.
The 2023 Plan generally grants awards without consideration
other than prior and future service. The Company’s compensation committee may grant awards under the 2023 Plan either alone or in
addition to, in tandem with, or as a substitute for any other award granted under the 2023 Plan or other Company plans. It is important
to note, however, that if a SAR is granted in conjunction with an ISO, the grant date and term of the SAR and ISO must be the same, and
the exercise price of the SAR cannot be lower than the exercise price of the ISO. A written award agreement between us and the grantee
will outline the material terms of the award.
Summary of stock-based compensation for all
equity award plans
The table below shows stock-based compensation expenses, included in general and administrative expenses, under the following plans.
SCHEDULE OF STOCK BASED COMPENSATION EXPENSE
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
Three months ended | | |
Nine months ended | |
| |
September 30, | | |
September 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Equity-based plans: | |
| | | |
| | | |
| | | |
| | |
Time-vested option inducement awards | |
$ | — | | |
$ | 37,000 | | |
$ | 113,000 | | |
$ | 144,000 | |
Time-based restricted stock awards
| |
| 199,000 | | |
| 306,000 | | |
| 768,000 | | |
| 1,456,000 | |
Stock-based compensation
expense | |
$ | 199,000 | | |
$ | 343,000 | | |
$ | 881,000 | | |
$ | 1,600,000 | |
VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 12 — COMMITMENTS AND CONTINGENCIES
Pension:
The Company may make a matching contribution to its
employees’ 401(k) plan. Furthermore, Vislink operates a Group Personal Plan through its U.K. subsidiary, investing funds with Royal
London. Employees of the Company in the United Kingdom are entitled to participate in the Company’s employee benefit plan, to which
varying amounts are contributed according to their status. Additionally, the Company operates a stakeholder pension plan in the United
Kingdom.
The table below represents the Company’s matching
contributions as follows:
SCHEDULE OF MATCHING CONTRIBUTIONS
| |
Three months ended | | |
Nine months ended | |
| |
September 30, | | |
September 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Company matching contributions - Group Personal Pension Plan | |
$ | 33,000 | | |
$ | 42,000 | | |
$ | 98,000 | | |
$ | 110,000 | |
NOTE 13 — CONCENTRATIONS
Customer concentration risk
During the three months ended September 30, 2024,
the Company had sales to two customers amounting to $1,310,000 (19%) and $892,000 (13%), each representing more than 10% of its consolidated
sales. During the nine months ended September 30, 2024, no single customer sale represented more than 10% of the Company’s consolidated
sales. For the three months ended September 30, 2023, one customer accounted for approximately $782,000, or 11%, of the Company’s
consolidated sales. For the nine months ended September 30, 2023, no customer exceeded 10% of the Company’s consolidated
sales.
As of September 30, 2024, four customers owed the
Company approximately $1,235,000 (15%), $1,125,000 (14%), $1,011,000 (12%), and $981,000 (12%), each representing more than 10% of its
consolidated net receivables. As of September 30, 2023, one customer owed the Company approximately $893,000, representing 12% of its
consolidated net receivables.
Vendor concentration risk
During the three months ended September 30, 2024,
two vendors accounted for more than 10% of the Company’s consolidated inventory purchases, with approximately $768,000
(20%)
and $522,000
(14%),
respectively. For the nine months ended September 30, 2024, two vendors exceeded 10% of the Company’s consolidated inventory purchases,
with amounts of approximately of $2,560,000
(23%)
and $1,263,000
(11%),
respectively. For the three months ended September 30, 2023, two vendors accounted for more than 10% of the Company’s consolidated
inventory purchases, with approximately $898,000
(26%)
and $468,000
(13%).
For the nine months ended September 30, 2023, two vendors accounted for more than 10% of the Company’s consolidated inventory purchases
of approximately $1,458,000
(16%)
and $1,055,000
(11%).
As of September 30, 2024, four vendors accounted
for over 10% of the Company’s consolidated accounts payable, with balances of approximately $589,000 (18%), $351,000 (11%), $330,000 (10%),
and $327,000 (10%), respectively. As of September 30, 2023, one vendor exceeded 10% of the Company’s consolidated accounts
payable of approximately $378,000 (12%).
VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 14 – REVENUE
The
Company has one operating segment, and the decision-making group is the senior executive management team. In the following table, the
Company has disaggregated revenue by the Company’s primary geographical markets and revenue sources:
SCHEDULE OF DISAGGREGATION OF REVENUE
| |
Three months Ended | | |
Nine months Ended | |
| |
September 30, | | |
September 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Primary geographical markets: | |
| | | |
| | | |
| | | |
| | |
North America | |
$ | 2,389,000 | | |
$ | 4,120,000 | | |
$ | 10,174,000 | | |
$ | 9,008,000 | |
South America | |
| 2,000 | | |
| 137,000 | | |
| 20,000 | | |
| 364,000 | |
Europe | |
| 1,380,000 | | |
| 1,347,000 | | |
| 6,260,000 | | |
| 4,783,000 | |
Asia | |
| 2,812,000 | | |
| 1,191,000 | | |
| 3,921,000 | | |
| 3,215,000 | |
Rest of World | |
| 483,000 | | |
| 384,000 | | |
| 3,991,000 | | |
| 2,040,000 | |
| |
$ | 7,066,000 | | |
$ | 7,179,000 | | |
$ | 24,366,000 | | |
$ | 19,410,000 | |
Primary revenue source: | |
| | | |
| | | |
| | | |
| | |
Equipment sales | |
$ | 6,354,000 | | |
$ | 6,234,000 | | |
$ | 21,814,000 | | |
$ | 16,907,000 | |
Installation, integration, and repairs | |
| 305,000 | | |
| 348,000 | | |
| 1,414,000 | | |
| 1,097,000 | |
Warranties | |
| 407,000 | | |
| 597,000 | | |
| 1,138,000 | | |
| 1,406,000 | |
| |
$ | 7,066,000 | | |
$ | 7,179,000 | | |
$ | 24,366,000 | | |
$ | 19,410,000 | |
Long-Lived Assets: | |
| | | |
| | | |
| | | |
| | |
United States | |
| | | |
| | | |
$ | 2,917,000 | | |
$ | 2,683,000 | |
Netherlands | |
| | | |
| | | |
| 27,000 | | |
| 18,000 | |
United Kingdom | |
| | | |
| | | |
| 2,767,000 | | |
| 3,933,000 | |
| |
| | | |
| | | |
$ | 5,711,000 | | |
$ | 6,634,000 | |
NOTE 15 — REBATES
The Company has been applying for tax rebates related
to the research costs incurred by our U.K. subsidiary. During the nine months ended September 30, 2024, the Company recognized $378,000
in tax rebates as other income. For the same period in 2023, the recognized amount was $322,000.
While the Company plans to continue filing rebate
forms for the 2024 fiscal year, it cannot guarantee that rebates will be available at a similar level or at all in future years.
NOTE 16 — SUBSEQUENT EVENTS
Under ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2024. It has determined that it does not have any
other material subsequent events to disclose in these unaudited condensed consolidated financial statements.
Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations
The following information should be read in conjunction
with the accompanying consolidated financial statements and the associated notes thereto of this Quarterly Report, the audited consolidated
financial statements and notes thereto, and our Management’s Discussion and Analysis of Financial Condition and Results of Operations
contained in our Annual Report on Form 10-K.
Cautionary Note About Forward-Looking Statements
This report includes forward-looking
statements based on the assumptions the Company believes reasonable. However, these statements are subject to significant risks and
uncertainties that could cause actual outcomes to differ materially from those anticipated, expressed, or implied by such
statements. In particular, the Company’s transfer of its remaining manufacturing division to Mount Olive, New Jersey, entails
operational and financial risks that may impact expected synergies, efficiencies, and results. You should carefully review this
report, along with the documents referenced within and those filed as exhibits in their entirety. Additionally, please consult the
Company’s subsequent SEC filings for updated factors and risks that may affect these forward-looking statements. The Company
qualifies all forward-looking statements by these cautionary statements.
Update on Geopolitical Conflicts and Climate Change
Geopolitical Risks:
During the quarter ending September 30, 2024, there
were no significant developments in the Ukraine/Russia and Israel/Hamas conflicts that materially altered the previously disclosed risks
in our Annual Report on Form 10-K for the fiscal year ending December 31, 2023, as filed with the SEC on April 3, 2024. The Company has
no direct operations, revenue streams, or physical presence in these regions. The Company monitors potential indirect impacts on our global
supply chain and business continuity, such as increased transportation costs or disruptions in our suppliers’ operations. Any material
changes or updates will be promptly disclosed.
Climate Change Initiatives:
The Company is committed to addressing the challenges and opportunities climate change presents. While the direct financial impact of
climate change on our operations has not been material in the most recent fiscal quarter, the Company plans to undertake significant efforts
to improve sustainability and resilience in our operations. We have already begun enhancing energy efficiency across our facilities and
are actively exploring renewable energy integration. Additionally, the Company is in the process of developing innovative solutions to
reduce our carbon footprint, demonstrating our dedication to these goals.
Financial and Operational Impact:
During the quarter ending September 30, 2024, the
Company experienced no material financial or operational impacts directly attributable to geopolitical conflicts or climate change. The
Company monitors these situations and may need to adjust operations and strategies to mitigate potential risks.
Overview
Live Broadcast:
We deliver an extensive portfolio of solutions for
live news, sports, and entertainment industries. These solutions include video collection, transmission, management, and distribution
via microwave, cellular, IP (Internet Protocol), MESH, and bonded cellular/5G networks. We also provide solutions utilizing AI (Artificial
Intelligence) technologies to provide automated news and sporting events coverage. With over 50 years in operation, we have the expertise
and technology portfolio to deliver fully integrated, seamless, end-to-end solutions encompassing hardware components, hosted systems
management platforms, related software licenses, and ancillary support services.
Industry-wide contributors acknowledge our live broadcast
solutions. Our equipment transmits most outside wireless broadcast video content, with over 200,000 systems installed worldwide. We work
closely with the majority of the world’s broadcasters. Our wireless cameras and ultra-compact encoders help bring many of the world’s
most prestigious sporting and entertainment events to life. Recent examples include globally watched international sporting contests,
award shows, racing events, and annual music and cultural events.
Military and Government:
We have developed high-quality solutions to meet surveillance
and defense markets’ operational and industry challenges based on our knowledge of live video delivery. Our solutions are designed
specifically with interagency cooperation, utilizing the internationally recognized IP platform and a web interface for video delivery.
We provide comprehensive video, audio, and data communications solutions to law enforcement and the public safety community, including
airborne, unmanned systems, maritime, and tactical mobile command posts. These solutions may include:
|
● |
integrated suites of airborne downlink transmitters, receivers, and antenna systems |
|
● |
data and video connectivity for airborne, marine, and ground assets |
|
● |
UAV video distribution |
|
● |
flexible support for COFDM and bonded cellular/5G Networks |
|
● |
terrestrial point-to-point |
|
● |
tactical mobile command |
|
● |
IP-based, high-end encryption, full-duplex, real-time connectivity at extended operating ranges |
|
● |
high-throughput air/marine/ground-to-anywhere uplink and downlink systems |
|
● |
secure live streaming platforms for use in mobile and fixed assets, and |
|
● |
personal portable products |
Our public safety and surveillance solutions are deployed
worldwide, including throughout the U.S., Europe, and the Middle East, at the local, regional, and federal levels of operation for criminal
investigation, crisis management, mobile command posts, and field operations. These solutions are designed to meet the demands of field
operations, command centers, and central receiving sites. Short-range and long-range solutions are available in areas including established
infrastructure and exceptionally remote regions, making valuable video intelligence available regardless of location.
Connected Edge Solutions:
Mobile Viewpoint (MVP) offers hardware and software
solutions needed to acquire, produce, contribute to, and deliver video across all private and public networks. Connected edge solutions
aid the video transport concept of ubiquitous IP networks and cloud-scale computing across 5G, WiFi6, Mesh, and COFDM-enabled networks.
These solutions include:
|
● |
live video encoding, stream adaptation, decoding, and production solutions, |
|
● |
remote production workflows, |
|
● |
wireless cameras, |
|
● |
AI-driven automated production and |
|
● |
the ability to contribute video over |
|
○ |
bonded cellular (3G and 4G) |
|
○ |
satellite, |
|
○ |
fiber, and |
|
○ |
emerging networks, including 5G and Starlink. |
Results of Operations
Comparison for the three and nine months ended
September 30, 2024, and 2023
Revenue
In the three months ended September 30, 2024, the
revenue was $7.1 million compared to $7.2 million for the three months ended September 30, 2023, representing a decrease of $0.1 million
or 1%. In the nine months ended September 30, 2024, the revenue was $24.4 million compared to $19.4 million for the nine months ended
September 30, 2023, representing an increase of $5.0 million or 26%.
This growth is attributable to expanded market reach,
improved operational efficiencies, new product development, and the benefits of integrating the UK manufacturing operations into our U.S.
facilities.
Cost of Revenue and Operating Expenses
Cost of Components and Personnel
In the three months ended September 30, 2024, the
cost of components and personnel was $3.5 million compared to $3.3 million for the three months ended September 30, 2023, representing
an increase of $0.2 million or 6%. In the nine months ended September 30, 2024, the cost of components and personnel was $10.8 million
compared to $9.0 million for the nine months ended September 30, 2023, representing an increase of $1.8 million or 20%.
The cost of components and personnel increase is
driven by our expanded market reach and new product development, which supports the Company’s growth and operational strategy.
This change reflects the strategic decisions and initiatives undertaken in previous periods and the increase in revenue. In the latter
half of 2022, the Company discontinued several underperforming product lines. This decision allowed us to reallocate resources to more
profitable and promising products, contributing to overall operational efficiency. Additionally, we relocated Vislink’s U.K. manufacturing
division to the United States to consolidate manufacturing operations, reduce logistics costs, and improve supply chain management. The
increase in revenue has driven higher production demands, necessitating additional components and personnel to meet market needs. The
expanded market reach and introduction of new products have also required investment in skilled labor and advanced components to maintain
a competitive advantage and support our growth strategy.
General and Administrative Expenses
General and administrative expenses encompass the
operational costs incurred in running the business daily, including salaries, benefits, stock-based compensation, payroll taxes, trade
shows, marketing initiatives, promotional materials, professional services, facilities, general liability insurance, travel, and other
expenses associated with maintaining public company status.
In the three months ending September 30, 2024, the
general and administrative expenses were $5.1 million compared to $4.8 million for the three months ending September 30, 2023, representing
an increase of $0.3 million or 6%. In the nine months ending September 30, 2024, the general and administrative expenses were $16.3 million
compared to $14.5 million for the nine months ending September 30, 2023, representing an increase of $1.8 million or 12%.
The three-month increase of $0.3 million is predominantly
due to $0.5 million in salaries and benefits and $0.2 million in miscellaneous taxes. The increase was partially offset by a decrease
of $0.3 million in miscellaneous expenses, $0.2 million in legal fees, and $0.1 million each in computer and consulting expenses. The
nine-month increase of $1.8 million is primarily attributable to $1.6 million in salaries and benefits, $0.3 million in commissions,
$0.2 million each in advertising, bad debt, and director’s fees, partially offset by a decrease of $0.7 million in stock-based
compensation. The nine-month increase of $1.8 million is primarily attributable to $2.6 million in salaries and benefits, partially offset
by a decrease of $0.8 million.
Research and Development
In the three months ending September 30, 2024, the
research and development expenses were $1.2 million compared to $0.8 million for the three months ending September 30, 2023, representing
an increase of $0.4 million or 50%. In the nine months ending September 30, 2024, the research and development expenses were $2.9 million
compared to $2.5 million for the nine months ending September 30, 2023, representing an increase of $0.4 million or 16%.
The three-month increase of $0.4 million is predominantly
due to $0.3 million each in professional fees and salaries and benefits. The increase was partially offset by a decrease in consulting
fees of $0.1 million. The nine-month increase of $0.4 million is primarily attributable to $0.3 million in research and $0.2 million
in professional fees, partially offset by a decrease of $0.1 million in consulting fees.
Amortization and Depreciation
In the three months ending September 30, 2024, amortization
and depreciation expenses remained consistent at $0.3 million, unchanged from the three months ending September 30, 2023. For the nine
months ended September 30, 2024, amortization and depreciation expenses increased slightly by $0.1 million to $1.0 million, compared to
$0.9 million for the nine months ended September 30, 2023.
This stability over the three-month period and the
slight increase over the nine-month period reflect minimal changes in the net book value of our intangible and fixed assets, as the Company
does not regularly engage in material procurements of these assets.
Other
Dividend and Interest Income
In the three months ending September 30, 2024, dividend
and interest income was $0.2 million, compared to $0.3 million for the three months ending September 30, 2023, representing a decrease
of $0.2 million or 67%. In the nine months ended September 30, 2024, dividend and interest income were $0.5 million compared to $0.9 million
for the nine months ended September 30, 2023, representing a decrease of $0.4 million or 44%.
The decrease in dividend and interest income is partly
due to the redemption of government-backed bonds during the first quarter of 2024.
Net Loss
In the three months ending September 30, 2024, the
Company had a net loss of $3.0 million compared to a net loss of $1.9 million in the three months ending September 30, 2023, or an increase
in a net loss of $1.0 million or 53%. The Company’s net loss for the nine months ending September 30, 2024, was $6.2 million, compared
to $6.8 million for the nine months ending September 30, 2023, or a decrease in a net loss of $0.6 million or 9%.
The net loss increased by $1.0 million for the three
months ended September 30, 2024, primarily due to a decrease in revenue of $0.1 million, an increase of $0.4 million in research and development
expenses, $0.3 million in general and administrative expenses, and $0.2 million in cost of components and personnel.
The net loss decreased by $0.6 million for the nine
months ended September 30, 2024, primarily due to an increase in revenue of $5.0 million, offset by increases of $1.8 million each in
cost of components and personnel, and general and administrative expenses, as well as $0.4 million in research and development expenses.
This
improvement is attributable to more efficient expense management, including renegotiating contracts with suppliers, optimizing our workforce,
implementing cost-saving measures, and increasing revenue.
Liquidity and Capital Resources
For the nine months ended September 30, 2024, the
Company incurred an approximate $7.4 million loss from operations and $4.0 million of cash used in operating activities. As of September
30, 2024, the Company had $27.1 million in working capital, $315.5 million in accumulated deficits, and $3.2 million in cash and cash
equivalents.
During the first quarter of 2024, the Company invested
approximately $0.9 million of its cash reserves in federal bonds intended to be held to maturity. No additional investments were made
during the second and third quarters of 2024. As of September 30, 2024, the Company held investments in federal bonds valued at $6.0 million,
intended to be held to maturity, primarily seeking to generate investment income.
Many factors may impact the Company’s liquidity
requirements. These may include, but are not limited to, economic conditions, including inflation, foreign exchange, fluctuations, the
markets in which we compete or wish to enter, strategic acquisitions, our market strategy, our research and development activities, regulatory
matters, and technology and product innovations. The Company believes it will have sufficient funds to continue its operations for at
least 12 months from the filing date of these financial statements.
Critical Accounting Policies
As of the date of the filing of this quarterly report,
we believe there have been no material changes to our critical accounting policies during the nine months ended September 30, 2024, compared
to those disclosed in our Annual Report on Form 10-K. The location of additional information about these critical accounting policies
is in the “Management’s Discussion & Analysis of Financial Condition and Results of Operations” section included
in our Annual Report on Form 10-K.
Cash Flows
The following table sets forth the major components
of our consolidated statements of cash flow data for the periods presented (in thousands).
| |
Nine Month Ended | |
| |
September 30, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
Net cash used in operating activities | |
$ | (3,999 | ) | |
$ | (5,992 | ) |
Net cash used in investment activities | |
| (518 | ) | |
| (11,534 | ) |
Net cash provided by financing activities | |
| (280 | ) | |
| (409 | ) |
Effect of exchange rate changes on cash | |
| (472 | ) | |
| (452 | ) |
Net decrease in cash | |
$ | (5,269 | ) | |
$ | (18,387 | ) |
Operating Activities
Net cash used in operating activities of approximately
$4.0 million during the nine months ended September 30, 2024, was principally attributable to a net loss of $6.2 million; an increase
of $0.9 million in stock-based compensation, $1.0 million of depreciation and amortization, $0.7 million of inventory valuation adjustments,
$0.5 million of deferred revenue and customer deposits, $0.2 million each of amortization of right of use assets and accrued directors
compensation, $0.2 million each of prepaid expenses and other current assets and accrued expenses, offset by $1.5 million of inventory.
Net cash used in operating activities of approximately
$6.0 million during the nine months ended September 30, 2023, was principally attributable to a net loss of $6.8 million, $1.6 million
of stock-based compensation, $0.9 million of depreciation and amortization, an increase of $1.6 million in inventory, an increase of $1.4
million in accounts receivable, an increase of $0.5 million in accounts payable, offset by decreases of $0.4 million in operating lease
liabilities, together with $0.4 million of deferred revenue and customer deposits, $0.2 million each in deferred tax benefits, and accretion
of bond discount.
Investing Activities
Net cash used by investing activities for the nine
months ended September 30, 2024, and 2023 was $0.5 million and $11.2 million, respectively. This cash was principally related to the Company’s
investment in government-backed securities and money market funds as well as capital expenditures for furniture and computer equipment and asset
acquisition.
Financing Activities
Net cash used in financing activities of approximately
$0.3 million and $0.4 million during the nine months ended September 31, 2024, and 2023, respectively, was principally attributable to principal payments
made towards D&O policy premiums.
Item 3. Quantitative and Qualitative Disclosures
About Market Risk.
As of September 30, 2024, there have been no material
changes to the information related to quantitative and qualitative disclosures about the market risk provided in the Company’s Annual
Report on Form 10-K.
Item 4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports under
the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.
These controls and procedures also ensure that such information is accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, to allow timely decision-making regarding required disclosures.
In designing and evaluating our disclosure controls
and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives. We apply our judgment in evaluating whether the benefits of the controls and procedures that
we adopt outweigh their costs.
As required by Rule 13a-15(b) of the Exchange Act,
an evaluation as of September 30, 2024, was conducted under the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule
13a-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures, as of September 30, 2024, were not effective due to the material weakness described below.
Management’s Report on Internal Control
Over Financial Reporting
As of the fiscal quarter ended September 30, 2024,
our management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our internal control
over financial reporting as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. In their assessment of the effectiveness
of internal control over financial reporting as of September 30, 2024, our Chief Executive Officer and Chief Financial Officer concluded
that such control was ineffective and that there continue to be control deficiencies that constituted material weaknesses because (i)
we currently do not employ the appropriate number of accounting personnel to ensure (a) we maintain proper segregation of duties, and
(b) conduct a tolerable risk assessment, and (ii) we have not adequately documented a complete assessment of the effectiveness of the
design and operation of our internal control over financial reporting. Considering these material weaknesses, we performed additional
procedures and analyses as deemed necessary to ensure that our financial statements were prepared following U.S. generally accepted accounting
principles (“GAAP”).
Changes to Internal Control Over Financial Reporting
Although we have continued our un-remediated efforts
in connection with identified material weaknesses, the material weakness, as discussed in our Annual Report on Form 10-K for the period
ended December 31, 2023, has not been fully remediated. As we continue to remediate the material weakness in our internal controls, we
made changes to our internal controls during our most recently completed fiscal quarter, including changes to enhance the supervisory
review of our accounting procedures.
Notwithstanding the continuing and unresolved material
weakness, management, including our Chief Executive Officer and Chief Financial Officer, believes that the unaudited condensed consolidated
financial statements contained in this Quarterly Report fairly present, in all material respects, our financial condition, results of
operations, and cash flows for the fiscal periods presented in this Quarterly Report in conformity with GAAP.
Except for the material weakness and remediation efforts,
there was no change in our internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act, that occurred during the three months ended September 30, 2024, that has materially affected or is reasonably likely to
materially affect, our internal control over financial reporting.
PART II: OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 1A. Risk Factors.
There have been no material changes from the risk
factors disclosed in Item 1A of our Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
(a)
Not applicable
(b)
Not applicable.
(c)
Trading Plans.
During the quarter ended September 30, 2024, no director
or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case,
as defined in Item 408(a) of Regulation S-K promulgated by the Securities and Exchange Commission).
Item 6. Exhibits. (TO
BE UPDATED BY OUTSIDE ATTORNEYS)
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 thereunto duly authorized.
|
VISLINK TECHNOLOGIES, INC. |
|
|
|
Date: November 14, 2024 |
By: |
/s/ Carleton M. Miller |
|
|
Carleton M. Miller |
|
|
Chief Executive Officer |
|
|
(Duly Authorized Officer and Principal Executive Officer) |
|
|
|
Date: November 14, 2024 |
By: |
/s/ Michael C. Bond |
|
|
Michael C. Bond |
|
|
Chief Financial Officer |
|
|
(Duly Authorized Officer and Principal Financial Officer) |
Exhibit 31.1
CERTIFICATION PURSUANT TO 18 USC. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Carleton M. Miller, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q
of Vislink Technologies, Inc. (the “registrant”):
2. Based on my knowledge, this report does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements
and other financial information included in this report fairly present in all material respects the financial condition, results of operations,
and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s)
and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a13a-15(f) and 15d-15(f)) for the registrant
and have:
a) Designed such disclosure controls and procedures
or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s
disclosure controls and procedures; and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report is any change in the registrant’s
internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s)
and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses
in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 14, 2024 |
/s/ Carleton M. Miller |
|
Carleton M. Miller |
|
Chief Executive Officer |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL
OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Michael C. Bond, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q
of Vislink Technologies, Inc. (the “registrant”):
2. Based on my knowledge, this report does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements,
and other financial information included in this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s)
and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a13a-15(f) and 15d-15(f)) for the registrant
and have:
a) Designed such disclosure controls and procedures
or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s
disclosure controls and procedures; and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report is any change in the registrant’s
internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s)
and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses
in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 14, 2024 |
/s/ Michael C. Bond |
|
Michael C. Bond |
|
Chief Financial Officer |
Exhibit 32.1
CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Vislink
Technologies, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2024 (the “Report”), I, Carleton
M. Miller, Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906
of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with
the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
2. The information contained in
the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 14, 2024 |
/s/ Carleton M. Miller |
|
Carleton M. Miller |
|
Chief Executive Officer |
A signed original of this written statement required
by Section 906 or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within
the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to
the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Vislink
Technologies, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2024 (the “Report”), I, Michael
C. Bond, Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906
of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with
the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
2. The information contained in
the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 14, 2024 |
/s/ Michael C. Bond |
|
Michael C. Bond |
|
Chief Financial Officer |
A signed original of this written statement required
by Section 906 or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within
the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to
the Securities and Exchange Commission or its staff upon request.
v3.24.3
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Entity File Number |
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Entity Registrant Name |
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Entity Central Index Key |
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