Vislink Technologies(VISL) - 2024 Q4 - Annual Report

Front Matter FORM 10-K Filing Information Vislink Technologies, Inc. filed its annual report Form 10-K for the fiscal year ended December 31, 2024, identifying as a non-accelerated filer and small reporting company - Vislink Technologies, Inc. submitted its annual report Form 10-K for the fiscal year ended December 31, 2024[2] Company Filing Status | Metric | Status | | :--- | :--- | | Filing Type | Annual Report (Form 10-K) | | Fiscal Year End | December 31, 2024 | | Commission File Number | 001-35988 | | State of Incorporation | Delaware | | Telephone Number | (908) 852-3700 | | Large Accelerated Filer | No | | Accelerated Filer | No | | Non-Accelerated Filer | Yes | | Smaller Reporting Company | Yes | | Emerging Growth Company | No | | Shell Company | No | Common Stock Market Information (as of June 30, 2024) | Metric | Amount/Quantity | | :--- | :--- | | Total market value of common stock held by non-affiliates | approximately $10.7 million | | Common stock closing price | $4.35 | | Stock exchange market | Nasdaq Capital Market (later moved to OTCQB) | | Shares outstanding as of April 30, 2025 | 2,467,618 shares | TABLE OF CONTENTS This section provides a detailed table of contents for the Form 10-K annual report, outlining all parts and their corresponding page numbers for clear navigation - The report's table of contents details the Form 10-K structure, including all parts and their corresponding page numbers[9] FORWARD-LOOKING INFORMATION This report contains forward-looking statements regarding Vislink Technologies, Inc.'s business, financial condition, operating results, and prospects, which are subject to risks and uncertainties that may cause actual results to differ materially - This report contains forward-looking statements regarding the company's business, financial condition, operating results, and prospects, but actual results may differ materially due to risks and uncertainties[11][12] - The company undertakes no obligation to revise or update any forward-looking statements[13] Risk Factor Summary This section summarizes key factors that could make an investment in the company speculative or risky, including ongoing losses, capital needs, global operational risks, industry competition, product defects, weak internal controls, cybersecurity risks, reliance on key executives and limited suppliers, insufficient intellectual property protection, technology failures, fluctuating government spending, industry regulation, rapid technological change, unapproved shareholder proposals, delisting risks, market economic instability, compliance costs, and potential negative impacts of cost-cutting measures - The company faces multiple risks, including past losses and future profitability uncertainty, potentially requiring additional capital to support operations and product development[16] - Global operations expose the company to public health crises and outbreaks, which could disrupt operations and affect financial condition[16] - The company operates in a highly competitive industry, and product defects or errors could harm its brand and customer relationships, leading to significant expenses[16] - The company has identified material weaknesses in its internal controls, potentially leading to failures in reporting obligations or material misstatements in financial statements[16] - The company heavily relies on information technology systems and faces cybersecurity risks, including potential data breaches and service disruptions[16] - The company depends on key executives whose knowledge and technical expertise are difficult to replace, and reliance on limited suppliers could disrupt order fulfillment[16] - Intellectual property protection may be insufficient to safeguard the company's technology, and it may face infringement claims or challenges in enforcing its intellectual property[16] - Failure of the company's technology to perform as planned or inability to develop and sell new products could adversely affect its business and operating results[16] - Demand for defense and emergency response products depends on government spending, which can be volatile[16] - Regulatory changes in the telecommunications industry could lead to unexpected costs or burdens, negatively impacting the business[16] - Rapid technological change necessitates significant investment in new products, services, and technologies to remain competitive, otherwise potentially harming the business[16] - The company's failure to obtain shareholder approval for several proposals may raise issues related to shareholder-approved actions[16] - Failure to meet Nasdaq or OTCQB continued listing requirements could result in delisting of common stock, negatively impacting its market price, liquidity, and financing capabilities[16] - Unstable market and economic conditions could adversely affect the company's financial condition, operations, and stock price[16] - Compliance with environmental, health, and safety laws and regulations may increase costs, limit supply chain flexibility, and require product design changes[16] - Government regulations affecting product import/export or encryption functionality could reduce revenue and create compliance challenges[16] - The company has moved its common stock trading from Nasdaq to OTCQB, with potential for further downgrading or complete delisting in the future[16] - Cost-cutting measures implemented by the company may inadvertently impact its business, financial condition, and operating results[16] PART I Business Vislink Technologies, Inc. is a global technology company focused on collecting, transmitting, and managing high-quality real-time video and related data, providing RF and 5G solutions for broadcast, surveillance, and defense markets - Vislink Technologies, Inc. is a global technology company providing RF and 5G solutions for real-time video and data transmission, serving the broadcast, surveillance, and defense markets[19] - The company expanded its leadership in the Airborne Video Downlink System (AVDS) market through the acquisition of Broadcast Microwave Services, LLC (BMS) assets, gaining long-term customers in U.S. federal sectors, global OEMs, and EMEA markets[28][30] - The company offers end-to-end, high-reliability, high-data-rate, long-distance wireless video transmission solutions in live production and military/government sectors, leveraging new technologies like 5G, machine learning, and AI for innovation[25][27] - The company is a market share leader in professional broadcast and media video transmission, and currently the only company globally offering both RF and 5G real-time video technology solutions[51][52] - As of December 31, 2024, the company holds 8 U.S. patents and 2 international patents covering areas such as self-organizing networks, RF modulation, compression, modems, antennas, wired and wireless networks, media access control protocols, and interference mitigation[59][64] Overview Vislink Technologies, Inc. is a global technology company specializing in the collection, transmission, and management of high-quality real-time video and related data, offering RF and 5G solutions for broadcast, surveillance, and defense markets - Vislink Technologies, Inc. is a global technology company focused on collecting, transmitting, and managing high-quality real-time video and related data, providing RF and 5G solutions for broadcast, surveillance, and defense markets[19] - The company also provides professional and technical services, leveraging its team of technical experts in terrestrial microwave, fiber optic, surveillance, and wireless communication systems[19] Live Broadcast The company provides comprehensive solutions for live news, sports, and entertainment, including video acquisition, transmission, management, and distribution via various networks, and utilizes AI for automated event coverage - The company offers a wide range of solutions for live news, sports, and entertainment industries, including video acquisition, transmission, management, and distribution via RF, cellular, IP, MESH, and bonded cellular/5G networks[20] - The company also leverages AI technology to provide automated news and sports event coverage solutions[20] - With over 50 years of operational experience and more than 200,000 systems installed globally, the company collaborates closely with most broadcasters worldwide[20][21] Military and Government The company develops high-quality RF and 5G solutions for surveillance and defense markets, utilizing IP platforms for video transmission and offering comprehensive communication solutions for law enforcement and public safety - The company develops high-quality RF and 5G solutions for surveillance and defense markets to address operational and industry challenges, utilizing IP platforms and network interfaces for video transmission[22] - The company provides comprehensive video, audio, and data communication solutions for law enforcement and public safety communities, including airborne, unmanned systems, maritime, and tactical mobile command posts[22] - These solutions are deployed globally, including in the U.S., Europe, and the Middle East, for criminal investigations, crisis management, mobile command posts, and field operations[23] Connected Edge Solutions Vislink offers hardware and software solutions for video acquisition, production, contribution, and delivery across all private and public networks, supporting ubiquitous IP networking and cloud-scale computing concepts - Vislink provides hardware and software solutions for acquiring, producing, contributing, and delivering video over all private and public networks[25] - Connected Edge Solutions support video transmission concepts for ubiquitous IP networks and cloud-scale computing via 5G, WiFi6, Mesh, and COFDM networks[25] - These solutions include real-time video encoding, stream adaptation, decoding and production solutions, remote production workflows, wireless cameras, AI-driven automated production, and video contribution capabilities via bonded cellular (3G, 4G, 5G), satellite, fiber, and emerging networks including Starlink[28] Our Strategy The company's strategy leverages its involvement in live production and military/government sectors to deliver end-to-end, high-reliability, high-data-rate wireless video transmission solutions, while innovating with new technologies like 5G and machine learning - The company's involvement in live production and military/government sectors enables it to provide a variety of end-to-end, high-reliability, high-data-rate, long-distance wireless video transmission solutions[25] - The company is committed to leveraging new technologies such as 5G and machine learning, which are revolutionizing how video is generated and transmitted[27] - Since acquiring BMS assets in September 2023, the company has expanded its product offerings in the Airborne Video Downlink System (AVDS) market, becoming a leader in COFDM/Mesh/5G-Based AVDS[28][30] - This acquisition brought long-term customers in U.S. federal sectors, global OEMs, and EMEA markets, and offers opportunities to drive additional software and service recurring revenue through an air-to-anywhere platform[30] Market The company's services and products primarily target the live production and military/government markets, with esports live streaming applications now integrated into the sports and entertainment market - The company's services and products primarily target the live production and military/government markets, and it has integrated esports live streaming applications into the sports and entertainment market[31][32] - Live production market drivers include small, lightweight, easy-to-use equipment, low-latency video systems, wireless link reliability, and the ability to use licensed and unlicensed frequency bands[32] - The military/government market seeks to improve the reliability and quality of video content while simplifying operations, with customers including state and local law enforcement agencies, federal agencies, and military system integrators[34] Our Products and Solutions: Overview The company offers a full range of RF and 5G wireless video products, focusing on core technologies such as COFDM, live streaming, microwave components, waveform modulation, advanced video encoding, 4K UHD camera systems, and digital signal processing - The company offers a full range of RF and 5G wireless video products, focusing on developing core product technologies such as COFDM, live streaming, microwave components, waveform modulation, advanced video encoding (HEVC) and decoding, 4K UHD camera systems, and digital signal processing[35] - The company possesses significant technical intellectual property and a strong reputation for rapidly and economically delivering complex custom-engineered products and solutions[35] Live Production Products and Solutions Live production solutions include high-definition communication links for reliable capture, transmission, and management of live event footage, featuring a range of transmitters, receivers, and AI-powered automation systems - Live production solutions include high-definition communication links for reliably capturing, transmitting, and managing live event footage[36] - Key products include HCAM (4K Ultra HD airborne wireless system), CLIQ (compact COFDM mini camera transmitter), DragonFly V (miniature HEVC COFDM transmitter), and other transmitters[36] - The flagship receiver product is the Quantum Receiver, featuring ultra-low latency, waveform independence, HEVC quad-signal decoding, seamless geographical coverage, and an IP streaming engine[36] - The company also offers mobile encoders and TerraLink rack encoders for 4G and 5G live streaming, as well as systems utilizing AI technology for automated news and sports production coverage[38] - Vislink's LinkMatrix is a browser-based management platform enabling remote control of all Vislink products[39] Mil/Gov Products and Solutions In the military/government sector, Vislink's Airborne Video Downlink System (AVDS) provides comprehensive aerial video transmission for real-time surveillance, enhancing law enforcement, emergency, and critical infrastructure operations - In the military/government sector, Vislink's Airborne Video Downlink System (AVDS) is a comprehensive aerial video transmission solution providing real-time surveillance to enhance law enforcement, emergency, and critical infrastructure operations[46] - AVDS includes airborne downlink transmitters, receivers, and antenna systems that capture real-time, reliable high-definition video from drones, helicopters, and other aircraft[46] - Key products include AeroLink (airborne bidirectional data transmission unit), Aero5 (airborne downlink transmitter), and HHT3 and Mobil Commander (handheld receiver/monitors)[46][47] - Through the acquisition of BMS assets in September 2023, the company now also provides wireless microwave equipment for government surveillance, law enforcement, unmanned aerial vehicle (UAV), and unmanned ground vehicle (UGV) markets[47] Competition and Competitive Positioning The company's main competitors include Domo Tactical Communications, Silvus Technologies, Persistent Systems, and Troll Systems, yet it maintains market leadership in professional broadcast and media video transmission - The company's main competitors include Domo Tactical Communications, Silvus Technologies, Persistent Systems, and Troll Systems[50] - The company is one of the market share leaders in professional broadcast and media video transmission, successfully leveraging its industry leadership, reputation for advanced technology, and ability to provide end-to-end solutions to maintain and grow its customer base[51] - Vislink is currently the only company globally offering both RF and 5G real-time video technology solutions, providing seamless, high-quality video transmission for broadcast, sports, and public safety applications[52] Sales and Marketing The company's sales team comprises regional sales managers, inside sales personnel, and business development representatives focused on customer relationships in domestic and international markets, utilizing direct sales, network group sales, and reseller/integrator channels - The company's sales team includes regional sales managers, inside sales personnel, and business development representatives, focusing on customer relationships in domestic and international markets[53] - The company employs multiple sales channels, including direct sales to end customers, network group sales, and reseller/integrator and original equipment manufacturer (OEM) sales channels[53] - As of December 31, 2024, the business development, sales, and marketing team consisted of 20 full-time employees and 4 contractors[54] Customers The company has established a significant customer base among high-end live production and military/government clients, owing to its products' reputation for performance, reliability, and advanced technology - The company has established a significant customer base among high-end live production and military/government customers, leveraging its products' reputation for performance, reliability, and advanced technology[55] Manufacturing and Suppliers The company combines external contract manufacturers and internal resources for product manufacturing, testing, quality assurance, and shipping, tailoring its supply chain to product and solution needs - The company combines external contract manufacturers and internal resources for product manufacturing, testing, quality assurance, and shipping, customizing its supply chain based on product and solution requirements[56] - The company relies on third-party components and technology to build its products and currently depends on single or limited suppliers for certain critical components[57] - The company primarily works with suppliers through purchase orders rather than long-term contracts, and disruptions in critical component supply could lead to production delays[57] Intellectual Property As of December 31, 2024, the company holds 8 U.S. patents and 2 international patents covering wired and wireless communication systems, protecting its intellectual property through federal, state, and common law rights - As of December 31, 2024, the company holds 8 U.S. granted patents and 2 international granted patents, covering wired and wireless communication systems[59] - The company's development activities include self-organizing networks, RF modulation, compression, modems, antennas/shielding, wired and wireless networks, media access control protocols, and interference mitigation[60][64] - The company protects its intellectual property through federal, state, and common law rights, as well as contractual restrictions, and actively monitors third-party infringements[60][61] - The company's registered trademarks include "xG," "IMT," "Vislink," and "Mobile Viewpoint"[61] Company Information Formerly xG Technology, Inc., the company rebranded as Vislink Technologies, Inc. on February 11, 2019, with its headquarters in Mount Olive, New Jersey - The company, formerly xG Technology, Inc., changed its name to Vislink Technologies, Inc. on February 11, 2019, and is headquartered in Mount Olive, New Jersey[65] - The company voluntarily delisted from the Nasdaq Capital Market on February 10, 2025, and began trading on the OTCQB® Venture Market on February 12, 2025, to reduce costs and improve operational efficiency[66] - The company provides annual reports, quarterly reports, current reports, and other information on the SEC website (www.sec.gov) and its corporate website (www.vislink.com)[67](index=67&type=chunk) Human Capital As of December 31, 2024, the company employs 105 full-time employees and 11 independent contractors, many of whom are engineers or skilled trade/technical workers, emphasizing employee safety, talent management, and comprehensive benefits - As of December 31, 2024, the company has 105 full-time employees and 11 independent contractors, many of whom are engineers or trained trade/technical workers[68] - The company emphasizes employee safety and health, talent acquisition and retention, employee engagement, development and training, diversity and inclusion, and compensation in its human capital management[69] - The company offers benefits such as annual bonuses, equity incentives, 401(k) plans, medical benefits, paid time off, and tuition assistance[69] Risk Factors This section details various risks that could materially and adversely affect Vislink Technologies, Inc.'s financial condition and operating results, encompassing company operations, industry regulation, common stock performance, and future acquisition strategies - The company has incurred losses since inception, with net losses of $20.5 million in 2024 and $9.1 million in 2023, and an accumulated deficit of approximately $329.7 million as of December 31, 2024[72] - The company may require additional capital to fund operations, develop new products, and expand, and inability to obtain it would adversely affect its business prospects, financial condition, and operating results[75][76] - The company operates in a highly competitive and rapidly evolving industry, and failure to compete effectively or differentiate its products could impact market share and financial performance[80] - The company has identified material weaknesses in its internal controls over financial reporting and determined its disclosure controls are ineffective, potentially leading to failures in reporting obligations or material misstatements in financial statements[153][154] - The company heavily relies on information technology systems and faces cybersecurity risks, including potential data breaches and service disruptions, which could lead to legal liabilities, regulatory fines, and financial losses[111][112] - The company's common stock has been delisted from Nasdaq to OTCQB, which may result in limited market quotations, reduced trading activity, insufficient analyst coverage, and diminished future financing capabilities[145] Risks Related to the Company and Our Business This section outlines risks inherent to the company's operations and business model, including financial losses, global operational challenges, intense competition, product reliability, reliance on key personnel and suppliers, and intellectual property protection Company Financial Losses | Metric | 2024 (million USD) | 2023 (million USD) | | :--- | :--- | :--- | | Net Loss | 20.5 | 9.1 | | Accumulated Deficit (as of Dec 31, 2024) | 329.7 | - | | Cash (as of Dec 31, 2024) | 5.5 | - | | Government Securities Investment (as of Dec 31, 2024) | 1.0 | - | - The company initiated a restructuring in November 2024, incurring approximately $6.5 million in one-time costs, with an anticipated annual savings of approximately $7.8 million, though full realization is not guaranteed[73] - The company's global operations face risks from public health crises (e.g., COVID-19), which could disrupt supply chains, increase costs, reduce customer demand, and cause economic volatility[79] - The company operates in a highly competitive and rapidly evolving communications industry, where competitors often possess greater resources, and failure to compete effectively could impact market share and financial performance[80] - Product defects or errors could harm the brand and customer relationships, leading to liabilities and significant expenses, with product recalls potentially further impacting profitability[81] - The company relies on the technical knowledge and management experience of key executives, whose loss could delay product development, reduce customer retention, and divert management resources[88] - The company depends on a limited number of suppliers for components, and supply chain disruptions (e.g., global conflicts or trade sanctions) could affect order fulfillment and operations[89][90] - The company's intellectual property protection may be insufficient, holding 8 U.S. patents and 2 international patents as of December 31, 2024, but future patent issuance or effective enforcement cannot be guaranteed[94] - Demand for the company's defense-related and emergency response products depends on government spending, and government appropriations and budget constraints could lead to demand fluctuations[120][121] - The company heavily relies on secure IT systems and faces cybersecurity risks, including hacking, data breaches, and service disruptions, which could result in legal liabilities and reputational damage[111][112] Risks Related to Our Industry and its Regulatory Context This section addresses risks stemming from the highly regulated telecommunications industry, including potential negative impacts from changes in laws, increased compliance costs, and government spending fluctuations - The telecommunications industry is highly regulated, and changes in laws and regulations could negatively impact the company's operating results and prospects, including sales taxes, tariffs, and provider access fees[132] - Regulations from the U.S. Federal Communications Commission (FCC) and cybersecurity, privacy, and data protection laws across various jurisdictions could increase compliance costs and affect equipment requirements[133] - Compliance with environmental, health, and safety laws and regulations (including new standards) may increase costs, limit supply chain flexibility, and necessitate changes in product design[138][139] - Government regulations affecting product import/export or encryption functionality could negatively impact the company's revenue, particularly international sales[140][141] - The company may face new regulations if wireless devices are deemed security risks, potentially leading to decreased demand for products, licensees, and customers[142][143] - The current U.S. administration's efforts to reduce federal government spending could negatively impact the company's business and operating results, especially for its military/government product lines[144] Risks Related to Our Common Stock This section details risks associated with the company's common stock, including its transfer from Nasdaq to OTCQB, potential for limited market activity, and vulnerability to "penny stock" rules and shareholder activism - The company's common stock has moved from Nasdaq to OTCQB, which may result in limited market quotations, reduced trading activity, insufficient analyst coverage, and diminished future financing capabilities[145] - The company's stock is subject to "penny stock" rules, making common stock more difficult to sell as broker-dealers must comply with stricter trading regulations[147][148] - FINRA sales practice requirements may limit shareholders' ability to buy and sell the company's stock, adversely affecting the stock market[149] - The company's charter documents and Delaware law may deter acquisitions that shareholders deem favorable and could depress the market price of common stock[150][151] - The company has identified material weaknesses in its internal controls over financial reporting and determined its disclosure controls are ineffective, potentially leading to failures in reporting obligations or material misstatements in financial statements[153][154] - The company's stock price may be highly volatile, shareholders may not be able to resell common stock at prices above their purchase price, and they may face securities class action lawsuits or activist campaigns[156][157][158][159] - If securities analysts do not publish or cease publishing reports about the company's business, or downgrade its stock rating, the company's stock price and trading volume may decline[160][161] General Risk Factors This section covers broad risks that could impact the company's financial performance and stock value, including failure to meet financial guidance, compliance costs, asset impairment, and potential shareholder dilution - The company's failure to meet publicly announced financial guidance or business expectations could lead to a decline in the value of its common stock[164][165] - As a U.S. public company, compliance with various regulations may consume company resources and divert management's attention[166][167] - Impairment of goodwill, other intangible assets, or long-lived assets could negatively impact the company's operations[170][171] - If assumptions or judgments underlying the company's key accounting policies change or prove incorrect, operating results may fall below analyst and investor expectations, leading to a decline in stock price[172][173] - Future issuances of common stock or rights to purchase common stock, equity incentive plans, and the exercise of existing securities could result in significant dilution for existing shareholders, a decrease in stock price, and adversely affect the company's financing capabilities[174][175][176] Risks Relating to Acquisitions The company's business strategy may involve acquisitions, which could introduce risks such as management distraction and increased costs, negatively impacting profitability - The company's business strategy may include acquisitions, which could introduce risks such as management distraction and increased costs, thereby negatively impacting the company's profitability[177][178] - Acquisition strategies involve multiple risks, including failure of acquired businesses to meet expectations, management distraction, need for additional financing, negative impact on financial statements, and integration challenges[179][180][181] Unresolved Staff Comments The company currently has no unresolved staff comments - The company currently has no unresolved staff comments[183] Cybersecurity Vislink Technologies, Inc. is developing and integrating cybersecurity risk management processes to identify, assess, and manage threats to IT systems and information, engaging external experts for evaluations and testing - The company is developing processes to assess, identify, and manage material risks from cybersecurity threats to IT systems and information, integrating them into its overall enterprise risk management system[183] - The company engages external experts, including consultants and cybersecurity assessors, to assist in evaluating and testing its cybersecurity systems and processes[184] - The company has implemented rigorous security assessments and continuous monitoring for third-party service providers, and strengthened contractual requirements to align their security practices with company standards[185] - The company experienced no material cybersecurity incidents in 2024, with negligible related expenses, but continues to invest in monitoring tools, secure infrastructure, and employee training to address increasingly complex threats[186] - The Board of Directors' Audit Committee is responsible for cybersecurity risk oversight, meeting with management at least annually to review risk assessments and related initiatives[187] - The company's Global IT Manager, with over 34 years of IT-related experience, leads information security efforts and reports regularly to the CFO, who then reports to the Audit Committee[188] Properties Vislink Technologies, Inc. maintains facilities in Poway, California, and Mount Olive, New Jersey, with the Poway facility including a sublease for equipment testing and light manufacturing space, and the Mount Olive facility serving as headquarters and for manufacturing, testing, and storage - The company maintains facilities in Poway, California, and Mount Olive, New Jersey[193][195] - The Poway facility includes a 7,155 square foot equipment testing sublease agreement signed in January 2025, and an 11,715 square foot light manufacturing space acquired with BMS assets in September 2023[193][194] - The Mount Olive facility, leased in November 2021, is approximately 7,979 square feet and serves as the company's headquarters, light manufacturing, test lab, assembly, and inventory storage[195] - The company believes its existing facilities are sufficient to meet current needs[196] Legal Proceedings Vislink Technologies, Inc.'s business nature may lead to frequent claims and litigation, including securities litigation and intellectual property claims; however, the company is not currently a party to any material legal proceedings - The company's business nature may lead to frequent claims and litigation, including securities litigation and intellectual property claims[197] - The company is not currently a party to any material legal proceedings and is unaware of any pending or threatened litigation that could materially and adversely affect its business, operating results, financial condition, or cash flows[197] Mine Safety Disclosures Mine safety disclosure requirements are not applicable to the company - Mine safety disclosure requirements are not applicable to the company[198] PART II Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. Vislink Technologies, Inc.'s common stock has traded on OTCQB since February 12, 2025, following its prior listing on the Nasdaq Capital Market, with 2,467,618 shares outstanding held by 20 registered shareholders as of April 30, 2025 - The company's common stock has traded on OTCQB (ticker "VISL") since February 12, 2025, previously trading on the Nasdaq Capital Market[200] Common Stock Holder Information (as of April 30, 2025) | Metric | Quantity | | :--- | :--- | | Shares of common stock outstanding | 2,467,618 shares | | Number of registered shareholders | 20 | - The company has never declared or paid any cash dividends and plans to retain all future earnings for the foreseeable future[203] Reserved This section is reserved - This section is reserved[206] Management's Discussion and Analysis of Financial Conditions and Results of Operations Vislink Technologies, Inc. underwent a restructuring in fiscal year 2024, closing its Poway, California manufacturing facility and relocating UK manufacturing to Mount Olive, New Jersey, resulting in one-time restructuring charges and asset impairments - The company underwent a management-led restructuring in the fourth quarter of fiscal year 2024, closing its Poway, California manufacturing facility and relocating UK manufacturing operations to Mount Olive, New Jersey, to streamline operations, reduce costs, and enhance long-term profitability[219] 2024 Fiscal Year Restructuring-Related One-Time Costs | Expense Type | Amount (million USD) | | :--- | :--- | | Severance and lease termination fees | 0.5 | | Inventory impairment | 6.0 | | Intangible asset impairment | 0.3 | | Right-of-use operating asset impairment | 0.2 | | Total | 7.0 | 2024 vs. 2023 Financial Performance Comparison | Metric | 2024 (million USD) | 2023 (million USD) | Change (million USD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net Revenue | 27.729 | 27.482 | +0.247 | +0.9% | | Total Cost of Sales and Operating Expenses | 49.237 | 38.080 | +11.157 | +29.3% | | Operating Loss | (21.508) | (10.598) | -10.910 | +102.9% | | Net Loss | (20.501) | (9.127) | -11.374 | +124.6% | | Cash Flow from Operating Activities | (6.842) | (9.748) | +2.906 | +29.8% | | Cash Flow from Investing Activities | 4.482 | (6.700) | +11.182 | +166.9% | | Cash Flow from Financing Activities | (0.454) | (0.607) | +0.153 | +25.2% | | Cash and Cash Equivalents (End of Period) | 5.501 | 8.482 | -2.981 | -35.1% | - The company voluntarily delisted from the Nasdaq Capital Market on February 10, 2025, and began trading on OTCQB on February 12, 2025, to reduce costs and improve operational efficiency[209] - As of December 31, 2024, the company held $5.5 million in cash and $1.0 million in government securities investments, anticipating sufficient liquidity to support operations for at least the next 12 months under its current operating plan[240][242] Overview Vislink Technologies, Inc. is a global technology company providing RF and 5G solutions for real-time video and data transmission, serving the broadcast, surveillance, and defense markets - Vislink Technologies, Inc. is a global technology company providing RF and 5G solutions for real-time video and data transmission, serving the broadcast, surveillance, and defense markets[208] - The company voluntarily delisted from the Nasdaq Capital Market on February 10, 2025, and began trading on OTCQB on February 12, 2025, to reduce costs and improve operational efficiency[209] - As of the filing date, Hale Capital Partners, LP has publicly disclosed ownership of approximately 15.26% of the company's outstanding common stock[210] Geopolitical Conflicts and Climate Change As of December 31, 2024, geopolitical conflicts and climate change have not had a direct material impact on the company's business or operations, though potential indirect impacts on global supply chains are actively monitored - As of December 31, 2024, the Ukraine/Russia and Israel/Hamas conflicts had no direct material impact on the company's business or operations, but potential indirect impacts on global supply chains are actively monitored[216] - The company is committed to addressing climate change, which had no material financial impact in fiscal year 2024, but has taken steps to improve energy efficiency, explore renewable energy integration, and develop innovative solutions to reduce its carbon footprint[217][218][222] Financial and Operational Impact of the 2024 Restructuring The company underwent a management-led restructuring in the fourth quarter of fiscal year 2024, including closing its Poway, California manufacturing facility and relocating UK manufacturing to Mount Olive, New Jersey - The company underwent a management-led restructuring in the fourth quarter of fiscal year 2024, including closing its Poway, California manufacturing facility and relocating UK manufacturing operations to Mount Olive, New Jersey[219] 2024 Restructuring-Related One-Time Costs | Expense Type | Amount (million USD) | | :--- | :--- | | Severance and lease termination fees | 0.5 | | Inventory impairment | 6.0 | | Intangible asset impairment | 0.3 | | Right-of-use operating asset impairment | 0.2 | | Total | 7.0 | - These financial impacts are non-recurring and aimed at achieving anticipated operational efficiencies, with the company expecting no significant ongoing operational disruptions or additional restructuring-related costs in future periods[220] Outlook The company completed a robust restructuring plan in the fourth quarter of 2024, designed to enhance operational efficiency, streamline production processes, reduce overhead, and improve overall operational resilience - The company completed a robust restructuring plan in the fourth quarter of 2024, designed to enhance operational efficiency, streamline production processes, reduce overhead, and improve overall operational resilience[224] Income Taxes The company experienced an ownership change under Section 382 of the 1986 Internal Revenue Code, limiting its ability to utilize net operating losses (NOLs) to offset future taxable income - Under Section 382 of the 1986 Internal Revenue Code, the company experienced an ownership change, limiting its ability to utilize net operating losses (NOLs) to offset future taxable income[225] - Due to ongoing losses, the company has recorded a full valuation allowance against its entire NOL balance, anticipating these NOLs will not be realized and will expire[226] Results of Operations Vislink Technologies, Inc. reported a net loss increase in 2024, primarily driven by significant inventory impairment, restructuring costs, and increased operating expenses, despite a modest increase in net revenue 2024 vs. 2023 Operating Results Comparison (thousand USD) | Metric | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Net Revenue | 27,729 | 27,482 | +247 | | Total Cost of Sales and Operating Expenses | 49,237 | 38,080 | +11,157 | | Operating Loss | (21,508) | (10,598) | -10,910 | | Total Other Income | 862 | 1,253 | -391 | | Net Loss Before Income Taxes | (20,646) | (9,345) | -11,301 | | Income Tax (Benefit) | 145 | 218 | -73 | | Net Loss Attributable to Common Stockholders | (20,501) | (9,127) | -11,374 | | Basic and Diluted Loss Per Share | (8.35) | (3.83) | -4.52 | | Basic and Diluted Weighted Average Shares Outstanding (thousands) | 2,456 | 2,381 | +75 | - The increase in net loss in 2024 was primarily influenced by $6.8 million in inventory impairment, $0.5 million in restructuring costs, and $0.5 million in intangible asset and right-of-use asset impairments[239] - Research and development expenses increased by $1.1 million, and general and administrative expenses increased by $2.2 million, partially offset by a modest $0.5 million increase in revenue[239] Liquidity and Capital Resources In fiscal year 2024, the company incurred an operating loss of approximately $21.5 million and used $6.8 million in cash from operating activities, but anticipates generating positive cash flow post-restructuring - In fiscal year 2024, the company incurred an operating loss of approximately $21.5 million and used $6.8 million in cash from operating activities[240] Cash Balance (thousand USD) | Metric | December 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Cash and Cash Equivalents | 5,501 | 8,482 | - The company's Board of Directors approved a restructuring plan in November 2024, aimed at strengthening its financial position by eliminating underperforming product lines, consolidating manufacturing operations, and reducing personnel and cash outflows[241] - The company expects to generate positive cash flow in the near future through these operational changes and believes it has sufficient liquidity to support operations for at least the next 12 months[241][242] Cash Flows Vislink Technologies, Inc. reported a net cash outflow from operating activities of $6.842 million in 2024, an improvement from $9.748 million in 2023, with net cash inflow from investing activities of $4.482 million primarily from bond redemptions 2024 vs. 2023 Cash Flow Comparison (thousand USD) | Cash Flow Type | 2024 | 2023 | | :--- | :--- | :--- | | Net Cash Outflow from Operating Activities | (6,842) | (9,748) | | Net Cash Inflow (Outflow) from Investing Activities | 4,482 | (6,700) | | Net Cash Outflow from Financing Activities | (454) | (607) | | Effect of Exchange Rate Changes | (167) | (90) | | Net Decrease in Cash | (2,981) | (17,145) | | Cash and Cash Equivalents (Beginning of Period) | 8,482 | 25,627 | | Cash and Cash Equivalents (End of Period) | 5,501 | 8,482 | - Net cash outflow from operating activities in 2024 was approximately $6.8 million, primarily influenced by a $2.0 million decrease in accounts receivable, a $1.0 million increase in deferred revenue and customer deposits, and a $0.6 million increase in accrued expenses and interest expense[245] - Net cash inflow from investing activities in 2024 was approximately $4.5 million, mainly from $6.0 million in proceeds from government bond redemptions, partially offset by $0.9 million in new government bond purchases and $0.5 million in capital expenditures for property and equipment[248] - Net cash outflow from financing activities in 2024 was approximately $0.5 million, primarily for principal payments on the company's Directors & Officers (D&O) insurance policy[250] Nasdaq and OTC Markets Compliance As of December 31, 2024, the company was fully compliant with all applicable Nasdaq listing requirements, but voluntarily delisted to OTCQB in February 2025 to reduce costs and improve operational efficiency - As of December 31, 2024, the company was fully compliant with all applicable Nasdaq listing requirements[251] - The company voluntarily delisted from the Nasdaq Capital Market on February 10, 2025, and began trading on OTCQB on February 12, 2025, to reduce costs and improve operational efficiency[251] Off-Balance Sheet Arrangements As of December 31, 2024, and 2023, the company had no off-balance sheet arrangements - As of December 31, 2024, and 2023, the company had no off-balance sheet arrangements[252] Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Vislink Technologies, Inc. is not required to include quantitative and qualitative disclosures about market risk under SEC rules - As a smaller reporting company, the company is not required to include quantitative and qualitative disclosures about market risk under SEC rules[259] Financial Statements and Supplementary Data The company's audited financial statements and notes are presented starting on page F-1 of this report - The company's audited financial statements and notes are presented starting on page F-1 of this report[260] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company has no changes in or disagreements with accountants on accounting and financial disclosure - The company has no changes in or disagreements with accountants on accounting and financial disclosure[261] Controls and Procedures As of December 31, 2024, Vislink Technologies, Inc.'s disclosure controls and internal control over financial reporting were deemed ineffective due to insufficient accounting personnel, inadequate risk assessment, and incomplete control documentation - As of December 31, 2024, the company's management assessed its disclosure controls and procedures as ineffective due to material weaknesses in internal control over financial reporting[263] - Management assessed the company's internal control over financial reporting as ineffective as of December 31, 2024, primarily due to insufficient accounting personnel for proper segregation of duties and risk assessment, failure to adequately document effectiveness assessments of internal control design and operation, and lack of appropriate controls over access provisioning and user access reviews[265][270] - The company is actively implementing remediation efforts, including strengthening supervisory review procedures within the accounting department and initiating recruitment for additional qualified accounting personnel to enhance its internal control framework[266][271] - As a smaller reporting company, this annual report does not include an attestation report from the registered public accounting firm regarding internal control over financial reporting[267] Other Information During the three months ended December 31, 2024, the company had no directors or officers adopt, modify, or terminate any "Rule 10b5-1 trading arrangements" or "non-Rule 10b5-1 trading arrangements" - During the three months ended December 31, 2024, the company had no directors or officers adopt, modify, or terminate any "Rule 10b5-1 trading arrangements" or "non-Rule 10b5-1 trading arrangements"[272] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections The company has no disclosures regarding foreign jurisdictions that prevent inspections - The company has no disclosures regarding foreign jurisdictions that prevent inspections[273] PART III Directors, Executive Officers, and Corporate Governance Information regarding directors, executive officers, and corporate governance will be disclosed by reference to the company's definitive proxy statement for the 2025 Annual Meeting of Stockholders or an amendment to Form 10-K - Information regarding directors, executive officers, and corporate governance will be disclosed by reference to the company's definitive proxy statement for the 2025 Annual Meeting of Stockholders or an amendment to Form 10-K[275] Executive Compensation Information regarding executive compensation will be disclosed by reference to the company's definitive proxy statement for the 2025 Annual Meeting of Stockholders or an amendment to Form 10-K - Information regarding executive compensation will be disclosed by reference to the company's definitive proxy statement for the 2025 Annual Meeting of Stockholders or an amendment to Form 10-K[276] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information regarding security ownership of certain beneficial owners and management and related stockholder matters will be disclosed by reference to the company's definitive proxy statement for the 2025 Annual Meeting of Stockholders or an amendment to Form 10-K - Information regarding security ownership of certain beneficial owners and management and related stockholder matters will be disclosed by reference to the company's definitive proxy statement for the 2025 Annual Meeting of Stockholders or an amendment to Form 10-K[277] Certain Relationships and Related Transactions, and Director Independence Information regarding certain relationships and related transactions, and director independence will be disclosed by reference to the company's definitive proxy statement for the 2025 Annual Meeting of Stockholders or an amendment to Form 10-K - Information regarding certain relationships and related transactions, and director independence will be disclosed by reference to the company's definitive proxy statement for the 2025 Annual Meeting of Stockholders or an amendment to Form 10-K[278] Principal Accountant Fees and Services Information regarding principal accountant fees and services will be disclosed by reference to the company's definitive proxy statement for the 2025 Annual Meeting of Stockholders or an amendment to Form 10-K - Information regarding principal accountant fees and services will be disclosed by reference to the company's definitive proxy statement for the 2025 Annual Meeting of Stockholders or an amendment to Form 10-K[279] PART IV Exhibits, Financial Statement Schedules This section lists the financial statements, schedules, and exhibits filed as part of the report, including consolidated balance sheets, statements of operations, changes in stockholders' equity, and cash flows - This report includes the company's audited consolidated financial statements as of December 31, 2024, and 2023, comprising consolidated balance sheets, statements of operations and comprehensive loss, changes in stockholders' equity, and cash flows[282] - Financial statement schedules have been omitted as they are not applicable or the required information is included in the financial statements or notes[283] - The exhibit list provides detailed information on documents such as the company's certificate of incorporation, equity incentive plans, employment agreements, insider trading policy, list of subsidiaries, and executive certifications[286][287] SIGNATURES SIGNATURES This report has been signed by authorized representatives of Vislink Technologies, Inc., including CEO Carleton M. Miller and CFO Michael C. Bond, along with Board Chair Susan G. Swenson and directors Jude T. Panetta, Ralph E. Faison, and Brian K. Krolicki, all on May 2, 2025 - This report has been signed by authorized representatives of Vislink Technologies, Inc., including CEO Carleton M. Miller and CFO Michael C. Bond[290] - Board Chair Susan G. Swenson and directors Jude T. Panetta, Ralph E. Faison, and Brian K. Krolicki have also signed, with all signatures dated May 2, 2025[291] Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Marcum LLP, as the independent registered public accounting firm, issued an unqualified opinion on Vislink Technologies, Inc.'s consolidated financial statements as of December 31, 2024, and 2023, affirming their fair presentation in all material respects in accordance with U.S. GAAP - Marcum LLP issued an unqualified opinion on Vislink Technologies, Inc.'s consolidated financial statements as of December 31, 2024, and 2023[297] - The auditors believe the financial statements are fairly presented in all material respects in accordance with U.S. Generally Accepted Accounting Principles[297] - The company is not required to have an audit of internal controls, so the auditors did not express an opinion on the effectiveness of internal controls[299] - There were no critical audit matters during this period[301] Consolidated Balance Sheets As of December 31, 2024, Vislink Technologies, Inc.'s total assets decreased to $26,178 thousand from $44,992 thousand in 2023, driven by reductions in cash, receivables, and inventory, while total liabilities increased due to higher accrued expenses and deferred revenue Consolidated Balance Sheets (thousand USD) | Item | December 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Assets | | | | Cash and Cash Equivalents | 5,501 | 8,482 | | Accounts Receivable, Net | 5,958 | 8,680 | | Inventories, Net | 7,563 | 14,029 | | Held-to-Maturity Investments | 995 | 5,731 | | Prepaid Expenses and Other Current Assets | 1,302 | 1,560 | | Total Current Assets | 21,319 | 38,482 | | Right-of-Use Assets, Operating Leases | 297 | 742 | | Property and Equipment, Net | 1,984 | 1,902 | | Intangible Assets, Net | 2,578 | 3,866 | | Total Assets | 26,178 | 44,992 | | Liabilities and Stockholders' Equity | | | | Accounts Payable | 2,422 | 3,183 | | Accrued Expenses | 2,153 | 1,578 | | Notes Payable | 56 | — | | Operating Lease Liabilities, Current Portion | 459 | 463 | | Accrued Restructuring Costs | 421 | — | | Customer Deposits and Deferred Revenue | 2,768 | 1,490 | | Total Current Liabilities | 8,279 | 6,714 | | Operating Lease Liabilities, Non-Current Portion | 291 | 755 | | Deferred Tax Liabilities | 401 | 546 | | Total Liabilities | 8,971 | 8,015 | | Additional Paid-in Capital | 348,663 | 347,507 | | Accumulated Other Comprehensive Loss | (1,452) | (1,027) | | Treasury Stock | (277) | (277) | | Accumulated Deficit | (329,727) | (309,226) | | Total Stockholders' Equity | 17,207 | 36,977 | | Total Liabilities and Stockholders' Equity | 26,178 | 44,992 | - As of December 31, 2024, the company's total assets were $26,178 thousand, representing a 35.1% decrease from 2023[304] - Current assets decreased from $38,482 thousand in 2023 to $21,319 thousand in 2024, primarily due to reductions in cash, accounts receivable, and inventories[304] - Total liabilities increased from $8,015 thousand in 2023 to $8,971 thousand in 2024, mainly driven by increases in accrued expenses and customer deposits and deferred revenue[304] - Stockholders' equity decreased from $36,977 thousand in 2023 to $17,207 thousand in 2024, primarily reflecting an increase in the accumulated deficit[304] Consolidated Statements of Operations and Comprehensive Loss Vislink Technologies, Inc. reported net revenue of $27,729 thousand in fiscal year 2024, a slight increase from 2023, but operating loss expanded to $21,508 thousand