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VirTra, Inc - Quarter Report: 2022 June (Form 10-Q)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 June 30, 2022

 

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: 001-38420

 

VIRTRA, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   93-1207631
(State or other jurisdiction   (I.R.S. Employer
of incorporation or organization)   Identification No.)

 

295 E. Corporate Place, Chandler, AZ   85225
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (480) 968-1488

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

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, $0.0001 par value   VTSI   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 shorter period that 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 shorter period that 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, 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 check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No

 

As of August 11, 2022, the registrant had 10,876,945 shares of common stock outstanding.

 

 

 

 
 

 

VIRTRA, INC.

FORM 10-Q

 

TABLE OF CONTENTS

 

     

PAGE

NO.

PART I FINANCIAL INFORMATION  
       
  Item 1. Financial Statements (Unaudited) F-1
    Balance Sheets as of June 30, 2022 and December 31, 2021 F-1
    Statements of Operations for the Three and Six Months ended June 30, 2022 and 2021 F-2
    Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2022 and 2021 F-3
    Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 F-4
    Notes to the Unaudited Financial Statements F-5
       
  Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 3
       
  Item 3. Quantitative and Qualitative Disclosures About Market Risk 8
       
  Item 4. Controls and Procedures 8
       
PART II OTHER INFORMATION  
       
  Item 1. Legal Proceedings 9
       
  Item 1A. Risk Factors 9
       
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 9
       
  Item 3. Defaults Upon Senior Securities 9
       
  Item 4. Mine Safety Disclosures 9
       
  Item 5. Other Information 9
       
  Item 6. Exhibits 9
       
  SIGNATURES 10

 

2
 

 

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

VIRTRA, INC.

BALANCE SHEETS

 

           
   June 30, 2022   December 31, 2021 
   (Unaudited)     
ASSETS        
           
Current assets:          
Cash and cash equivalents  $15,016,233   $19,708,565 
Accounts receivable, net   6,388,087    3,896,739 
Inventory, net   8,831,786    5,014,924 
Unbilled revenue   4,820,051    3,946,446 
Prepaid expenses and other current assets   848,759    940,887 
Total current assets   35,904,916    33,507,561 
           
Long-term assets:          
Property and equipment, net   14,185,424    12,864,766 
Operating lease right-of-use asset, net   623,648    784,306 
Intangible assets, net   579,963    535,079 
Security deposits, long-term   35,691    19,712 
Other assets, long-term   376,461    189,734 
Deferred tax asset, net   1,418,723    1,674,234 
Total long-term assets   17,219,910    16,067,831 
           
Total assets  $53,124,826   $49,575,392 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
Current liabilities:          
Accounts payable  $1,458,968   $789,394 
Accrued compensation and related costs   1,229,404    1,062,078 
Accrued expenses and other current liabilities   1,270,086    991,744 
Note payable, current   233,673    236,291 
Operating lease liability, short-term   361,403    347,772 
Deferred revenue, short-term   4,373,173    4,135,565 
Total current liabilities   8,926,707    7,562,844 
           
Long-term liabilities:          
Deferred revenue, long-term   2,679,248    1,992,625 
Note payable, long-term   8,165,838    8,280,395 
Operating lease liability, long-term   321,217    505,383 
Other long-term liabilities   5,436    5,436 
Total long-term liabilities   11,171,739    10,783,839 
           
Total liabilities   20,098,446    18,346,683 
           
Commitments and contingencies (See Note 9)   -      
           
Stockholders’ equity:          
Preferred stock $0.0001 par value; 2,500,000 authorized; no shares issued or outstanding   -    - 
           
Common stock $0.0001 par value; 50,000,000 shares authorized; 10,876,945 shares issued and outstanding as of June 30, 2022 and 10,807,130 shares issued and outstanding as of December 31, 2021   1,087    1,081 
Class A common stock $0.0001 par value; 2,500,000 shares authorized; no shares issued or outstanding   -    - 
Class B common stock $0.0001 par value; 7,500,000 shares authorized; no shares issued or outstanding   -    - 
Additional paid-in capital   31,356,608    30,923,391 
Retained earnings   1,668,685    304,237 
           
Total stockholders’ equity   33,026,380    31,228,709 
           
Total liabilities and stockholders’ equity  $53,124,826   $49,575,392 

 

See accompanying notes to unaudited financial statements.

 

 F-1 
 

 

VIRTRA, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

 

                     
   Three Months Ended   Six Months Ended 
   June 30, 2022   June 30, 2021   June 30, 2022   June 30, 2021 
                 
Revenues:                    
Net sales  $7,997,383   $5,255,192   $14,750,611   $9,697,101 
Total revenue   7,997,383    5,255,192    14,750,611    9,697,101 
                     
Cost of sales   3,253,651    2,120,492    6,319,789    3,993,896 
                     
Gross profit   4,743,732    3,134,700    8,430,822    5,703,205 
                     
Operating expenses:                    
General and administrative   3,085,051    2,002,612    5,381,443    3,712,845 
Research and development   617,058    311,320    1,296,453    605,537 
                     
Net operating expense   3,702,109    2,313,932    6,677,896    4,318,382 
                     
Income from operations   1,041,623    820,768    1,752,926    1,384,823 
                     
Other income (expense):                    
Other income   57,056    34,379    111,379    50,758 
Other expense   (64,621)   (32,608)   (129,173)   (35,042)
                     
Net other income (expense)   (7,565)   1,771    (17,794)   15,716 
                     
Income before provision for income taxes   1,034,058    822,539    1,735,132    1,400,539 
                     
Provision for income taxes   246,684    293,180    370,684    216,017 
                     
Net income  $787,374   $529,359   $1,364,448   $1,184,522 
                     
Net income per common share:                    
Basic  $0.07   $0.05   $0.13   $0.13 
Diluted  $0.07   $0.05   $0.13   $0.13 
                     
Weighted average shares outstanding:                    
Basic   10,866,775    10,644,363    10,837,186    9,209,808 
Diluted   10,892,302    10,693,238    10,867,667    9,209,509 

 

See accompanying notes to unaudited financial statements.

 

 F-2 
 


 

VIRTRA, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

 

                                         
   For the Three Months Ended June 30, 2022 
   Preferred Stock   Common Stock   Additional Paid-In   Treasury   Accumulated     
   Shares   Amount   Shares   Amount   Capital   Stock   Earnings   Total 
                                 
Balance at March 31, 2022   -   $        -    10,809,630   $1,081   $30,957,616   $        -   $881,311   $31,840,008 
Stock options exercised   -    -    2,500    -    4,750    -    -    4,750 
Stock issued for services   -    -    64,815    6    349,995    -    -    350,001 
Stock reserved for future services   -    -    -    -    44,247    -    -    44,247 
Net income   -    -    -    -    -    -    787,374    787,374 
Balance at June 30, 2022   -   $-    10,876,945   $1,087   $31,356,608   $-   $1,668,685   $33,026,380 

 

   For the Six Months Ended June 30, 2022 
   Preferred Stock   Common Stock   Additional Paid-In   Treasury   Accumulated     
   Shares   Amount   Shares   Amount   Capital   Stock   Earnings   Total 
                                 
Balance at December 31, 2021   -   $      -    10,807,130   $1,081   $30,923,391   $         -   $304,237   $31,228,709 
Stock options exercised   -    -    5,000    -    12,725    -    -    12,725 
Stock issued for services   -    -    64,815    6    349,995    -    -    350,001 
Stock reserved for future services   -    -    -    -    70,497    -    -    70,497 
Net income   -    -    -    -    -    -    1,364,448    1,364,448 
Balance at June 30, 2022   -   $-    10,876,945   $1,087   $31,356,608   $-   $1,668,685   $33,026,380 

 

   For the Three Months Ended June 30, 2021 
   Preferred Stock   Common Stock   Additional Paid-In   Treasury   Accumulated     
   Shares   Amount   Shares   Amount   Capital   Stock   Deficit   Total 
                                 
Balance at March 31, 2021   -   $      -    7,777,530   $778   $13,897,280   $      -   $(1,580,689)  $12,317,369 
Stock options exercised   -    -    2,500    -    2,450    -    -    2,450 
Stock issued for cash in offering, net   -    -    3,000,000    300    16,794,700    -    -    16,795,000 
Net income   -    -    -    -    -    -    529,359    529,359 
Balance at June 30, 2021   -   $-    10,780,030   $1,078   $30,694,430   $-   $(1,051,330)  $29,644,178 

 

   For the Six Months Ended June 30, 2021 
   Preferred Stock   Common Stock   Additional Paid-In   Treasury   Accumulated     
   Shares   Amount   Shares   Amount   Capital   Stock   Deficit   Total 
                                 
Balance at December 31, 2020   -   $       -    7,775,030   $778   $13,893,660   $      -   $(2,235,852)  $11,658,586 
Stock options exercised   -    -    5,000    -    6,070    -    -    6,070 
Stock issued for cash in offering, net   -    -    3,000,000    300    16,794,700    -    -    16,795,000 
Net loss   -    -    -    -    -    -    1,184,522    1,184,522 
Net income (loss)   -    -    -    -    -    -    1,184,522    1,184,522 
Balance at June 30, 2021   -   $-    10,780,030   $1,078   $30,694,430   $-   $(1,051,330)  $29,644,178 

 

See accompanying notes to unaudited financial statements.

 

 F-3 
 

 

VIRTRA, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

 

           
   Six Months Ended June 30, 
   2022   2021 
         
Cash flows from operating activities:          
Net income  $1,364,448   $1,184,522 
Adjustments to reconcile net income to net cash (used in) provided by operating activities:          
Depreciation and amortization  446,688    201,156 
Right of use amortization  160,658    153,299 
Employee stock compensation 

70,497    - 
Stock issued for service   

350,001

    

-

 
Changes in operating assets and liabilities:          
Accounts receivable, net  (2,491,348)   (4,136,335)
Inventory, net  (3,816,862)   (1,693,598)
Deferred taxes   

255,511

    

294,113

 
Unbilled revenue  (873,605)   1,374,667 
Prepaid expenses and other current assets  92,128    (353,765)
Other assets  (186,727)   21,148 
Security deposits, long-term  (15,979)   66,788 
Accounts payable and other accrued expenses  1,115,242    933,840 
Payments on operating lease liability  (170,535)   (157,713)
Deferred revenue  921,613    3,049,784 
           
Net cash provided by (used in) operating activities  (2,778,270)   937,906 
           
Cash flows from investing activities:          
Purchase of intangible assets   (86,012)   (92,886)
Purchase of property and equipment   (1,725,726)   (602,009)
Net cash used in investing activities   (1,811,738)   (694,895)
           
Cash flows from financing activities:          
Principal payments of debt   (115,049)   - 
Stock issued for cash in offering, net   -    16,795,000 
Stock options exercised   12,725    6,070 
Net cash provided by (used in) financing activities   (102,324)   16,801,070 
           
Net increase (decrease) in cash and restricted cash   (4,692,332)   17,044,081 
Cash and cash equivalents, beginning of period   19,708,565    6,841,984 
Cash and cash equivalents, end of period  $15,016,233   $23,886,065 
           
Supplemental disclosure of cash flow information:          
Cash (refunded) paid:          
Income taxes paid (refunded)  $99,035   $(78,096)
Interest paid   128,507    5,763 
           
Supplemental disclosure of non-cash investing and financing activities:          
Conversion of inventory to property and equipment  $294,016   $- 

 

See accompanying notes to unaudited financial statements.

 

 F-4 
 

 

VIRTRA, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

Note 1. Organization and Significant Accounting Policies

 

Organization and Business Operations

 

VirTra, Inc. (the “Company,” “VirTra,” “we,” “us” or “our”), located in Chandler, Arizona, is a global provider of judgmental use of force training simulators, firearms training simulators and driving simulators for the law enforcement, military, educational and commercial markets. The Company’s patented technologies, software, and scenarios provide intense training for de-escalation, judgmental use-of-force, marksmanship and related training that mimics real-world situations. VirTra’s mission is to save and improve lives worldwide through practical and highly-effective virtual reality and simulator technology. The Company sells its products worldwide through a direct sales force and international distribution partners. The original business started in 1993 as Ferris Productions, Inc. In September 2001, Ferris Productions, Inc. merged with GameCom, Inc. to ultimately become VirTra, Inc., a Nevada corporation.

 

During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (COVID-19). The pandemic has significantly impacted the economic conditions in the U.S., accelerating during half of March and April as federal, state and local governments react to the public health crisis, creating significant uncertainties in the U.S. economy. On March 30, 2020, the Governor for the State of Arizona issued a stay-at-home order which expired on May 15, 2020, upon which Arizona entered Phase I of reopening. The Company carefully reviewed all rules and regulations of the government orders and determined it met the requirements of an essential business to remain open. The Company had the majority of its staff begin working remotely in mid-March, with only essential personnel continue working at the manufacturing and production facilities and currently remains in Arizona’s Phase I of reopening. This situation is rapidly changing and additional impacts to the business may arise that we are not aware of currently. While the disruption is currently expected to be temporary, there is uncertainty around the duration. The ultimate impact of the pandemic on the Company’s results of operations, financial position, liquidity or capital resources cannot be reasonably estimated at this time. To date, the COVID-19 restrictions have resulted in reduced customer shipments and customer system installations. These recent developments are expected to result in lower recognized revenue and possibly lower gross margin when they occur. To date, there have been no order cancellations; rather, there have only been delays in when orders ship or installations occur and all delayed orders remain in backlog. Any future impact cannot be reasonably estimated at this time. The Company is no longer investing in Certificates of Deposits as a precautionary measure to increase its liquid cash position and preserve financial flexibility considering uncertainty in the U.S. and global markets resulting from COVID-19. Additionally, the Company’s stock repurchase program was suspended as a result of interim rulings for public-company recipients of a PPP loan under the CARES Act. The stock repurchase suspension remained in effect for the duration of the outstanding PPP loan and continues to remain in effect even though the PPP loan has been forgiven and is no longer outstanding.

 

The Russian-Ukraine conflict is a global concern. The Company does not have any significant direct exposure to Russia or Ukraine through its operations, employee base, investments, or sanctions. We have no basis to evaluate the possible risks of this conflict.

 

Basis of Presentation

 

The unaudited financial statements included herein have been prepared by us without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with our audited financial statements for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on August 2, 2022. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted as permitted by the SEC, although we believe the disclosures that are made are adequate to make the information presented herein not misleading.

 

The accompanying unaudited financial statements reflect, in our opinion, all normal recurring adjustments necessary to present fairly our financial position at June 30, 2022 and the results of our operations and cash flows for the periods presented. We derived the December 31, 2021 balance sheet data from audited financial statements; however, we did not include all disclosures required by GAAP.

 

Interim results are subject to seasonal variations, and the results of operations for the six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full year.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. Significant accounting estimates in these financial statements include valuation assumptions for share-based payments, allowance for doubtful accounts, inventory reserves, accrual for warranty reserves, the carrying value of long-lived assets and intangible assets, income tax valuation allowances, and the allocation of the transaction price to the performance obligations in our contracts with customers.

 

 F-5 
 

 

Revenue Recognition

 

The Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customer (Topic 606) (“ASC 606”) on January 1, 2018 and the Company elected to use the modified retrospective transition method which requires application of ASC 606 to uncompleted contracts at the date of adoption. The adoption of ASC 606 did not have a material impact on the financial statements.

 

Under ASC 606, the Company must identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when (or as) the Company satisfies a performance obligation. Significant judgment is necessary when making these determinations.

 

The Company’s primary sources of revenue are derived from simulator and accessories sales, training and installation, the sale of customizable software and the sale of extended service-type warranties. The Company’s policy is to typically invoice upon completion of installation and/or training until such time the performance obligations that have been satisfied are included in unbilled. Sales discounts are presented in the financial statements as reductions in determining net revenues. Credit sales are recorded as current assets (accounts receivable and unbilled revenue). Prepaid deposits received at the time of sale and extended warranties purchased are recorded as current and long-term liabilities (deferred revenue) until earned. The following briefly summarizes the nature of our performance obligations and method of revenue recognition:

 

Performance Obligation   Method of Recognition
     
Simulator and accessories   Upon transfer of control
     
Installation and training   Upon completion or over the period of services being rendered
     
Extended service-type warranty   Deferred and recognized over the life of the extended warranty
     
Customized software and content   Upon transfer of control or over the period services are performed depending on the terms of the contract
     
Customized content scenario   As performance obligation is transferred over time (input method using time and materials expanded)
     
Sales-based royalty exchanged for license of intellectual property   Recognized as the performance obligation is satisfied over time – which is as the sales occur.

 

The Company recognizes revenue upon transfer of control or upon completion of the services for the simulator and accessories; for the installation and training and customized software performance obligations as the customer has the right and ability to direct the use of these products and services and the customer obtains substantially all of the remaining benefit from these products and services at that time. Revenue from certain customized content contracts may be recognized over the period the services are performed based on the terms of the contract. For the sales-based royalty exchanged for license of intellectual property, the Company recognized revenue as the sales occur over time.

 

The Company recognizes revenue on a straight-line basis over the period of services being rendered for the extended service-type warranties as these warranties represent a performance obligation to “stand ready to perform” over the duration of the warranties. As such, the warranty service is performed continuously over the warranty period.

 

Each contract states the transaction price. The contracts do not include variable consideration, significant financing components or noncash consideration. The Company has elected to exclude sales and similar taxes from the measurement of the transaction price. The contract’s transaction price is allocated to the performance obligations based upon their stand-alone selling prices. Discounts to the stand-alone selling prices, if any, are allocated proportionately to each performance obligation.

 

Disaggregation of Revenue

 

Under ASC 606, disaggregated revenue from contracts with customers depicts the nature, amount, timing, and uncertainty of revenue and cash flows affected by economic factors. The Company has evaluated revenues recognized and the following table illustrates the disaggregation disclosure by customer’s location and performance obligation.

 

Disaggregation of Revenue

 

   Three Months ended June 30, 
   2022   2021 
   Commercial   Government   International   Total   Commercial   Government   International   Total 
Simulators and accessories  $3,521,100   $1,422,233   $1,737,301   $6,680,634   $543,890   $3,503,592   $106,933   $4,154,415 
Extended service-type warranties   30,546    747,878    27,646    806,070    25,547    673,970    28,965    728,482 
Customized software and content   -    60,392    126,000    186,392    -    146,543    21,170    167,713 
Installation and training   35,343    249,847    39,097    324,287    15,043    186,909    -    201,952 
Licensing and royalties   -    -    -    -    2,630    -    -    2,630 
Total Revenue  $3,586,989   $2,480,350   $1,930,044   $7,997,383   $587,110   $4,511,014   $157,068   $5,255,192 

 

 F-6 
 

 

   Six Months ended June 30, 
   2022   2021 
   Commercial   Government   International   Total   Commercial   Government   International   Total 
Simulators and accessories  $5,101,292   $4,646,791   $2,643,938   $12,392,021   $815,528   $5,181,515   $1,184,118   $7,181,161 
Extended service-type warranties   62,033    1,478,238    45,308    1,585,579    47,621    1,344,554    49,015    1,441,190 
Customized software and content   -    2,106    209,000    211,106    -    613,956    73,443    687,399 
Installation and training   47,208    407,400    107,297    561,905    49,864    306,707    26,350    382,921 
Licensing and royalties   -    -    -    -    4,430    -    -    4,430 
Total Revenue  $5,210,533   $6,534,535   $3,005,543   $14,750,611   $917,443   $7,446,732   $1,332,926   $9,697,101 

 

For the six months ended June 30, 2022, governmental customers comprised $6,534,535, or 44% of total net sales, commercial customers comprised $5,210,533, or 35% of total net sales, and international customers comprised $3,005,543, or 20% of total net sales. By comparison, for the six months ended June 30, 2021, governmental customers comprised $7,446,732, or 77% of total net sales, commercial customers comprised $917,443, or 9% of total net sales, and international customers comprised $1,332,926, or 14% of total net sales.

 

Customer Deposits

 

Customer deposits consist of prepaid deposits received for equipment purchase orders and for Subscription Training Equipment Partnership (“STEP”) operating agreements that expire annually. Customer deposits are considered a deferred liability until the completion of the customer’s contract performance obligation. When revenue is recognized, the deposit is applied to customer’s receivable balance. Customer deposits are recorded as a current liability under deferred revenue on the accompanying balance sheet and totalled $3,212,846 and $2,371,531 at June 30, 2022 and December 31, 2021, respectively. Changes in deferred revenue amounts related to customer deposits will fluctuate from year to year based upon the mix of customers required to prepay deposits under the Company’s credit policy.

 

Warranty

 

The Company warranties its products from manufacturing defects on a limited basis for a period of one year after purchase, but also sells separately priced extended service-type warranties for periods of up to four years after the expiration of the standard one-year warranty. During the term of the initial one-year warranty, if the device fails to operate properly from defects in materials and workmanship, the Company will fix or replace the defective product. Deferred revenue for separately priced extended warranties one year or less totalled $1,160,327 and $1,764,034 as of June 30, 2022 and December 31, 2021, respectively. Deferred revenue for separately priced extended warranties longer than one year totalled $2,311,052 and $1,815,871 as of June 30, 2022 and December 31, 2021, respectively. The accrual for the one-year manufacturer’s warranty liability totalled $434,000 and $384,000 as of June 30, 2022 and December 31, 2021, respectively. During the six months ended June 30, 2022 and 2021, the Company recognized revenue of $916,069 and $682,842, respectively, related to the extended service-type warranties that was amortized from the deferred revenue balance at the beginning of each period. Changes in deferred revenue amounts related to extended service-type warranties will fluctuate from year to year based upon the average remaining life of the warranties at the beginning of the period and new extended service-type warranties sold during the period.

 

Concentration of Credit Risk and Major Customers and Suppliers

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, certificates of deposit, accounts receivable and notes receivable.

 

The Company’s cash, cash equivalents and certificates of deposit are maintained with financial institutions with high credit standings and are FDIC insured deposits. The FDIC insures deposits according to the ownership category in which the funds are insured and how the accounts are titled. The standard deposit insurance coverage limit is $250,000 per depositor, per FDIC-insured bank, per ownership category. The Company had uninsured cash and cash equivalents of $14,515,248 and $19,207,786 as of June 30, 2022 and December 31, 2021, respectively.

 

 F-7 
 

 

Most sales are to governments that are typically made on credit and the Company generally does not require collateral. Management performs ongoing credit evaluations of its customers’ financial condition and maintains an allowance for estimated losses. Historically, the Company has experienced minimal charges relative to doubtful accounts.

 

Historically, the Company primarily sells its products to United States federal and state agencies. For the six months ended June 30, 2022, no single customer comprised more than 10% of total net sales. By comparison, for the six months ended June 30, 2021, one federal agency comprised 10% of total net sales.

 

As of June 30, 2022, one commercial customer comprised 13.7% of total accounts receivable. By comparison, as of December 31, 2021, the Company did not have any customer that accounted for more than 10% of total accounts receivable.

 

Net Income per Common Share

 

The net income per common share is computed by dividing net income by the weighted average of common shares outstanding. Diluted net income per share reflects the potential dilution, using the treasury stock method, that would occur if outstanding stock options and warrants were exercised. Earnings per share computations are as follows:

 

Schedule of Earnings Per Share

 

                     
   Three Months Ended June 30,   Six Months Ended June 30, 
   2022   2021   2022   2021 
                 
Net Income  $787,374   $529,359   $1,364,448   $1,184,522 
Weighted average common stock outstanding   10,866,775    10,644,363    10,837,186    9,209,808 
Incremental shares from stock options   25,527    48,875    30,481    (299)
Weighted average common stock outstanding diluted   10,892,302    10,693,238    10,867,667    9,209,509 
Net income per common share and common equivalent shares                    
Basic  $0.07   $0.05   $0.13   $0.13 
Diluted  $0.07   $0.05   $0.13   $0.13 

 

Note 2. Inventory

 

Inventory consisted of the following as of:

 

   June 30, 2022   December 31, 2021 
         
Raw materials and work in process  $9,134,217   $5,229,636 
Reserve   (302,431)   (214,712)
           
Total inventory  $8,831,786   $5,014,924 

 

The Company regularly evaluates the useful life of its spare parts inventory and as a result, the Company classified $322,968 and $136,241 of spare parts as Other Assets, long-term on the Balance Sheet at June 30, 2022 and December 31, 2021, respectively.

 

Note 3. Property and Equipment

 

Property and equipment consisted of the following as of:

 

   June 30, 2022   December 31, 2021 
         
Land  $1,778,987   $1,778,987 
Building & Building Improvements   9,097,454    9,005,205 
Computer equipment   1,204,720    1,171,319 
Furniture and office equipment   272,806    262,814 
Machinery and equipment   2,739,881    1,970,007 
STEP equipment   1,790,268    1,496,252 
Leasehold improvements   334,934    334,934 
Construction in Progress   533,194    7,000 
           
Total property and equipment   17,752,244    16,026,518 
Less: Accumulated depreciation and amortization   (3,566,820)   (3,161,752)
           
Property and equipment, net  $14,185,424   $12,864,766 

 

Depreciation expense, including STEP depreciation, was $405,162 and $196,711 for the six months ended June 30, 2022 and 2021, respectively.

 

 F-8 
 

 

Note 4. Intangible Asset

 

Intangible asset consisted of the following as of:

 

   June 30, 2022   December 31, 2021 
Patents  $160,000   $160,000 
Capitalized media content   417,240    331,228 
Acquired lease intangible assets   83,963    83,963 
Total intangible assets   661,203    575,191 
Less accumulated amortization   (81,240)   (40,112)
           
Intangible assets, net  $579,963   $535,079 

 

Amortization expense was $41,128 and $4,445 for the six months ended June 30, 2022 and 2021, respectively.

 

 F-9 
 

 

Note 5. Leases

 

The balance sheet classification of lease assets and liabilities as of June 30, 202 was as follows:

 

     
Balance Sheet Classification  June 30, 2022 
Assets     
Operating lease right-of-use assets, December 31, 2021  $784,306 
Amortization for the six months ended June 30, 2022   (160,658)
Total operating lease right-of-use asset, June 30, 2022  $623,648 
Liabilities     
Current     
Operating lease liability, short-term  $361,403 
Non-current     
Operating lease liability, long-term   321,217 
Total lease liabilities  $682,620 

 

Future minimum lease payments as of June 30, 2022 under non-cancellable operating leases are as follows:

  

      
2022  $190,941 
2023   390,562 
2024   131,152 
      
Total lease payments   712,655 
Less: imputed interest   (30,035)
Operating lease liability  $682,620 

 

The balance sheet classification of lease assets and liabilities as of December 31, 2021 was as follows:

 

     
Balance Sheet Classification  December 31, 2021 
Assets     
Operating lease right-of-use assets, December 31, 2020  $1,094,527 
Amortization for the year ended December 31, 2021   (310,221)
Total operating lease right-of-use asset, December 31, 2021  $784,306 
Liabilities     
Current     
Operating lease liability, short-term  $347,772 
Non-current     
Operating lease liability, long-term   505,383 
Total lease liabilities  $853,155 

 

Future minimum lease payments as of December 31, 2021 under non-cancellable operating leases are as follows:

 

      
2022  $379,097 
2023   390,562 
2024   131,152 
      
Total lease payments   900,811 
Less: imputed interest   (47,656)
Operating lease liability  $853,155 

 

Rent expense for the three months ended June 30, 2022 and 2021 was $195,201 and $115,140, respectively. Rent expense for the six months ended June 30, 2022 and 2021 was $404,453 and $258,897, respectively.

 

 F-10 
 

 

Note 6. Accrued Expenses

 

Accrued compensation and related costs consisted of the following as of:

 

   June 30, 2022   December 31, 2021 
         
Salaries and wages payable  $365,537   $422,562 
Employee benefits payable   -   16,523 
Accrued paid time off (PTO)   574,185    483,311 
Profit sharing payable   289,682    139,682 
Total accrued compensation and related costs  $1,229,404   $1,062,078 

 

Accrued expenses and other current liabilities consisted of the following as of:

 

   June 30, 2022   December 31, 2021 
         
Manufacturer’s warranties  $434,000   $384,000 
Taxes payable   222,466    113,921 
Miscellaneous payable   613,620    493,823 
Total accrued expenses and other current liabilities  $1,270,086   $991,744 

 

 F-11 
 

 

Note 7. Note Payable

 

On August 25, 2021, the Company completed the purchase of real property located in Chandler, Arizona (the “Property”) for $10,800,000, paid with cash and proceeds from a mortgage loan from Arizona Bank & Trust in the amount of $8,600,000. The loan terms include interest to be accrued at a fixed rate of 3% per year, 119 regular monthly payments of $40,978, and one irregular payment of $5,956,538 due on the maturity date of August 23, 2031. The Company began making monthly payments on September 23, 2021. The payment and performance of the loan is secured by a security interest in the property acquired.

 

The note payable amounts consist of the following:

 

           
   June 30, 2022   December 31, 2021 
         
Short-term liabilities:          
Note payable, principal  $229,560   $231,871 
Accrued interest on note   4,113    4,420 
           
Note payable, short-term  $233,673   $236,291 
           
Long-term liabilities:          
Note payable, principal  $8,165,838   $8,280,395 
           
Note payable, long term  $8,165,838   $8,280,395 

 

Note 8. Related Party Transactions

 

During the six months ended June 30, 2022, the Company redeemed 17,500 previously awarded stock options nearing expiration from related parties consisting of the Company’s Co-CEO and COO.  The redemption eliminated the stock options and resulted in a total of $47,800 in additional compensation expense. During the six months ended June 30, 2022, one Board member purchased 5,000 shares of common stock, $0.0001 par value per share which was then issued to him for previously awarded stock options at an exercise price of $12,725 cash paid.

 

During the six months ended June 30, 2021, the Company redeemed 17,500 previously awarded stock options nearing expiration from related parties consisting of the Company’s Co-CEO and COO. The redemption eliminated the stock options and resulted in a total of $116,717 in additional compensation expense. During the six months ended June 30, 2021, one Board member purchased 5,000 shares of Common Stock, which was then issued to him for previously awarded stock options at an exercise price of $6,070 cash paid.

 

 F-12 
 

 

Note 9. Commitments and Contingencies

 

General or Threatened Litigation

 

From time to time, the Company is notified of threatened litigation or that a claim is being made against it. The Company evaluates contingencies on an on-going basis and has established loss provisions for matters in which losses are probable and the amount of loss can be reasonably estimated. There is no threatened litigation at this time.

 

Restricted Stock Unit Grants

 

The Company granted 224,133 and 168,090   performance-based restricted stock units (“RSUs”) in August 2021 to one of its Co-Chief Executive Officers and Chief Operating Officer, respectively. The Company granted 288,889 performance-based RSUs in April 2022 to its other Co-Chief Executive Officer. It is the Company’s policy to estimate the fair value of the RSU’s on the date of the grant and evaluate the probability of achieving the net profit (net income under GAAP) tranches quarterly. If the target is deemed probable, the expense is amortized on a straight-line basis over the remaining time period. The Company determined based on the vesting terms of the RSU grants that achieving net profit (net income under GAAP) for the twelve months ending June 30, 2022, of $2,500,000 is probable, and recorded expense for the three months and six months ending June 30, 2022, of $26,250 and $70,497, respectively.

 

Profit Sharing

 

VirTra provides a discretionary profit-sharing program that pays out a percentage of Company profits each year as a cash bonus to eligible employees. The cash payment is typically split into two equal payments and distributed pro-rata in April and October of the following year to only active employees. For the six months ended June 30, 2022 and 2021, $150,000 and $150,000 was expensed to operations for profit sharing. For the three months ended March 31, 2022, $75,000 was expensed to operations for profit sharing. For the three months ended March 31, 2021, no amount was expenses to operations due to uncertainty related to on-going COVID restrictions.

 

 F-13 
 

 

Note 10. Stockholders’ Equity

 

Stock Repurchase

 

On October 25, 2016, the Company’s Board of Directors authorized the repurchase of up to $1 million of its common stock under Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. Purchases made pursuant to this authorization will be made in the open market, in privately negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with the Rule 10b-18. The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. On January 9, 2019, VirTra’s Board of Directors authorized an additional $1 million be allocated for the repurchase of VirTra’s stock under the existing 10b-18 plan. The stock repurchase program was suspended as a result of interim rulings for public-company recipients of a PPP loan under the CARES Act. The stock repurchase suspension remained in effect until the PPP loan was forgiven on July 20, 2021, and has continued to remain in effect.

 

Treasury Stock

 

During the six months ended June 30, 2022, the Company purchased no additional treasury shares.

 

Non-qualified Stock Options

 

The Company has periodically issued non-qualified stock options to key employees, officers and directors under a stock option compensation plan approved by the Board of Directors in 2009. Terms of option grants are at the discretion of the Board of Directors and are generally seven years. Upon the exercise of these options, the Company expects to issue new authorized shares of its common stock. The following table summarizes all non-qualified stock options as of:

 

   June 30, 2022   June 30, 2021 
  

Number of

Stock 

  

Weighted

Exercise

  

Number of

Stock

  

Weighted

Exercise

 
  

Options 

   Price   Options   Price 
Options outstanding, beginning of year   112,500   $3.51    164,167   $3.13 
Granted   -    -    -    - 
Redeemed   (17,500)   2.55    (17,500)   1.21 
Exercised   (5,000)   2.55    (5,000)   1.21 
Expired / terminated   -    -    -    - 
Options outstanding, end of period   90,000   $3.76    141,667   $3.43 
Options exercisable, end of period   90,000   $3.76    141,667   $3.43 

 

The Company did not have any non-vested stock options outstanding as of June 30, 2022 and December 31, 2021. The weighted average contractual term for options outstanding and exercisable at June 30, 2022 and 2021 was 7 years. The aggregate intrinsic value of the options outstanding and exercisable at June 30, 2022 and 2021 was $56,700 and $557,707, respectively. The total intrinsic value of options exercised and redeemed during the six months ended June 30, 2022 and 2021 was $141,272 and $27,315, respectively. For the three months ended June 30, 2022 and 2021, the Company received payments related to the exercise of options in the amount of $4,750 and $2,450, respectively. The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the Company’s common stock for those stock options that have an exercise price lower than the fair value of the Company’s common stock. Options with an exercise price above the fair value of the Company’s common stock are considered to have no intrinsic value.

 

 F-14 
 

 

2017 Equity Incentive Plan

 

Through June 30, 2022, 224,133, 288,889, and 168,090 restricted stock awards and 14,057 and 10,543 restricted shares have been granted under the Equity Plan to the Company’s Co-CEO’s and COO, respectively.

 

Common stock activity

 

On April 11, 2022, the Company issued Mr. Givens a signing bonus of 64,815 shares of common stock, valued at $5.40 per share for a total value of $350,001, which are restricted from transfer until the earlier of: i) 12 months of employment having lapsed or ii) the Company terminating employment with Mr. Givens without cause.

 

Mr. Givens was also granted 288,889 performance-based restricted stock units pursuant to VirTra’s 2017 Equity Incentive Plan. Beginning on the last business day of August 2022, a tranche of restricted stock units, having an approximate value of $40,000, based on current grant day prices, may vest if the Company has achieved net profit for the twelve months ending June 30, 2022 of at least $2,500,000. For every $500,000 earned in excess of $2,500,000 another tranche will vest. If the maximum net profit of $7,000,000 is achieved, ten tranches would vest. Similarly, on the last business day of August 2023, a tranche of restricted stock units may vest if the Company has achieved a net profit of at least $3,000,000, with the potential to have additional tranches vest up to a maximum of $9,000,000 in net profit. This vesting arrangement continues with the last business day of August 2024, with the minimum net profit threshold being $3,500,000 and the maximum net profit being $11,000,000.

 

The vesting schedule notwithstanding, the Compensation Committee shall have the discretion to declare the vesting of any number of restricted stock units should the Company experience unusual results of operations, such as falling below the net profit threshold one year and exceeding the maximum net profit the following year, so long as the total number of restricted stock units declared to be vested does not exceed the amount awarded. Additionally, while a maximum net profit per year has been set for allocation of the available shares at this time, it is very possible that the Company will exceed these levels during the next 3 years and if such performance occurs, the Compensation Committee will meet to determine if additional compensation is in the best interests of the Company at that time.

 

On March 31, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to sell to the Purchasers an aggregate of 3,000,000 shares (the “RDO Shares”) of the Company’s common stock, $0.0001 par value per share, at a price of $6.00 per share in a registered director offering (the “Offering”). The RDO Shares were offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-238624), which was filed by the Company with the SEC on May 22, 2020 and subsequently declared effective on June 2, 2020, and a related prospectus.

 

The Company also entered into a placement agent agreement (the “Placement Agency Agreement”) on March 31, 2021 with Roth Capital Partners, LLC (“Roth”), pursuant to which Roth agreed to serve as placement agent for the issuance and sale of the RDO Shares. The Company agreed to pay Roth an aggregate fee equal to 6.5% of the gross proceeds received by the Company from the sale of the securities in the transaction. The Company also agreed to pay Roth a reimbursement for legal fees and expenses in an amount not to exceed $35,000.

 

Roth acted as the lead placement agent in the Offering. Lake Street Capital Markets acted as co-placement agent for the Offering. Maxim Group LLC acted as a financial advisor to the Company in connection with the Offering.

 

A prospectus supplement and the accompanying prospectus relating to and describing the terms of the Offering, dated March 31, 2021, was filed with the SEC on April 2, 2021.

 

On April 5, 2021, the Company closed the Offering. The total gross proceeds of the Offering were $18.0 million, before deducting the placement agents’ fees and other estimated Offering expenses which totalled $1,205,000.

 

Note 11. Subsequent Events

 

None.

 

 F-15 
 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto as of and for the year ended December 31, 2021 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on August 2, 2022.

 

Forward-Looking Statements

 

The information in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “should,” “could,” “predicts,” “potential,” “continue,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements. All forward-looking statements in this Quarterly Report on Form 10-Q are made based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. In evaluating these statements, you should specifically consider various factors, uncertainties and risks that could affect our future results or operations. These factors, uncertainties and risks may cause our actual results to differ materially from any forward-looking statement set forth in this Quarterly Report on Form 10-Q. You should carefully consider these risk and uncertainties described and other information contained in the reports we file with or furnish to the SEC before making any investment decision with respect to our securities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

 

 3 
 

 

Business Overview

 

VirTra, Inc. (the “Company,” “VirTra,” “we,” “us” and “our”) is a global provider of judgmental use of force training simulators, firearms training simulators and driving simulators for the law enforcement, military, educational and commercial markets. The Company’s patented technologies, software, and scenarios provide intense training for de-escalation, judgmental use-of-force, marksmanship and related training that mimics real-world situations. VirTra’s mission is to save and improve lives worldwide through practical and highly-effective virtual reality and simulator technology.

 

The VirTra firearms training simulator allows marksmanship and realistic scenario-based training to take place on a daily basis without the need for a shooting range, protective equipment, role players, safety officers, or a scenario-based training site. We have developed a higher standard in simulation training including capabilities such as: multi-screen, video-based scenarios, unique scenario authoring ability, superior training scenarios, the patented Threat-Fire® shoot-back system, powerful gas-powered simulated recoil weapons, and more. The simulator also allows students to receive immediate feedback from the instructor without the potential for sustaining injuries by the instructor or the students. The instructor is able to teach and re-mediate critical issues, while placing realistic stress on the students due to the realism and safe training environment created by the VirTra simulator.

 

Business Strategy

 

We have two main customer groups, namely, law enforcement and military. These are very different markets and require different sales and marketing programs as well as personnel. Our focus is to expand the market share and scope of our training simulators sales to these identified customer groups by pursuing the following key growth strategies:

 

  Build Our Core Business. Our goal is to profitably grow our market share by continuing to develop, produce and market the most effective simulators possible. Through disciplined growth in our business, we have achieved a solid balance sheet by increasing our working capital and limiting our bank debt. We plan to add staff to our experienced management team as needed to meet the expected increase in demand for our products and services as we increase our marketing and sales activities.
     
  Increase Total Addressable Market. We plan to increase the size of our total addressable market. This effort will focus on new marketing and new product and/or service offerings for the purpose of widening the number of types of customers who might consider our products or services uniquely compelling.
     
  Broaden Product Offerings. Since formation in 1993, our company has had a proud tradition of innovation in the field of simulation and virtual reality. We plan to release revolutionary new products and services as well as continue incremental improvements to existing product lines. In some cases, the company may enter a new market segment via the introduction of a new type of product or service.
     
  Partners and Acquisitions. We try to spend our time and funds wisely and not tackle tasks that can be done more efficiently with partners. For example, international distribution is often best accomplished through a local distributor or agent. We are also open to the potential of acquiring additional businesses or of being acquired ourselves, based on what is expected to be optimal for our long-term future and our stockholders.

 

 4 
 

 

Product Offerings

 

Our simulator products include the following:

 

  V-300® Simulator – a 300° wrap-around screen with video capability is the higher standard for simulation training

 

  The V-300® is the higher standard for decision-making simulation and tactical firearms training. Five screens and a 300-degree immersive training environment ensures that time in the simulator translates into real world survival skills. The system reconfigures to support 15 individual firing lanes.
     
  A key feature of the V-300®shows how quickly judgment decisions have to be made, and if they are not made immediately and quickly, it can lead to the possible loss of lives. This feature, among others, supports our value proposition to our customers that you cannot put a dollar value on being prepared enough for the surprises that could be around every corner and the ability to safely neutralize any life-threatening encounters.

 

  V-180®Simulator – a 180° screen with video capability is for smaller spaces or smaller budgets

 

  The V-180®is the higher standard for decision-making simulation and tactical firearms training. Three screens and a 180-degree immersive training environment ensures that time in the simulator translates into real world survival skills.

 

  V-100®Simulator & V-100® MIL – a single-screen based simulator systems

 

  The V-100® is the higher standard among single-screen firearms training simulators. Firearms training mode supports up to four (4) individual firing lanes at one time. The optional Threat-Fire® device safely simulates enemy return fire with an electric impulse (or vibration version), reinforcing performance under pressure. We offer the industry’s only upgrade path, so a V-100® firearms training and force options simulator can affordably grow into an advanced multi-screen trainer in upgraded products that we offer customers for future purchase.
     
  The V-100® MIL is sold to various military commands throughout the world and can support any local language. The system is extremely compact and can even share space with a standard classroom or squeeze into almost any existing facility. If a portable firearms simulator is needed, this model offers the most compact single-screen simulator on the market today – everything organized into one standard case. The V-100® MIL is the higher standard among single-screen small arms training simulators. Military Engagement Skills mode supplies realistic scenario training taken from real world events.
     
  The V-ST PRO® a highly-realistic single screen firearms shooting and skills training simulator with the ability to scale to multiple screens creating superior training environments. The system’s flexibility supports a combination of marksmanship and use of force training on up to 5 screens from a single operator station. The V-ST PRO® is also capable of displaying 1 to 30 lanes of marksmanship featuring real world, accurate ballistics.

 

  Virtual Interactive Coursework Training Academy (V-VICTA)™ enables law enforcement agencies, to effectively teach, train, test and sustain departmental training requirements through nationally accredited coursework and training scenarios using our simulators.
     
  Subscription Training Equipment Partnership (STEP)™ is a program that allows agencies to utilize VirTra’s simulator products, accessories, and V-VICTA™ interactive coursework on a subscription basis.
     
  V-Author® Software allows users to create, edit, and train with content specific to agency’s objectives and environments. V-Author® is an easy to use application capable of almost unlimited custom scenarios, skill drills, targeting exercises and firearms course-ware proven to be highly effective for users of VirTra simulation products.
     
  Simulated Recoil Kits - a wide range of highly realistic and reliable simulated recoil kits/weapons. These drop-in conversion kits fit into real weapons but safely simulate the most powerful recoil on the market and even lock-back when out-of-ammunition or simulating a dud.
     
  Return Fire Device – the patented Threat-Fire® device which applies real-world stress on the trainees during simulation training.
     
  TASER©, OC spray and low-light training devices that interact with VirTra’s simulators for training.

 

 5 
 

 

Recent Developments

 

During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (COVID-19). The pandemic has significantly impacted the economic conditions in the U.S., accelerating during half of March and April as federal, state and local governments react to the public health crisis, creating significant uncertainties in the U.S. economy. On March 30, 2020, the Governor for the State of Arizona issued a stay-at-home order, in effect until May 15, 2020. The Company carefully reviewed all rules and regulations of the government orders and determined it met the requirements of an essential business to remain open. The Company had the majority of its staff begin working remotely in mid-March, with only essential personnel continue working at the manufacturing and production facilities. This situation is rapidly changing and additional impacts to the business may arise that we are not aware of currently. While the disruption is currently expected to be temporary, there is uncertainty around the duration. The ultimate impact of the pandemic on the Company’s results of operations, financial position, liquidity or capital resources cannot be reasonably estimated at this time. To date, the COVID-19 restrictions have resulted in reduced customer shipments and customer system installations. These recent developments are expected to result in lower recognized revenue and possibly lower gross margin when they occur. To date, there have been no order cancellations only delays in when orders ship or installations occur and all delayed orders remain in backlog. Although not a material component of our company, a significant adverse change in the business climate could affect the value of the Company’s long-term investment in TEC, currently there has not been a negative impact and any future impact cannot be reasonably estimated at this time. The Company is no longer investing in Certificates of Deposits as a precautionary measure to increase its liquid cash position and preserve financial flexibility considering uncertainty in the U.S. and global markets resulting from COVID-19. Additionally, the Company’s stock repurchase program was suspended as a result of interim rulings for public-company recipients of a PPP loan under the CARES Act. The stock repurchase suspension has continued in effect, even though the PPP loan has been forgiven and is no longer outstanding.

 

Results of operations for the three and six months ended June 30, 2022 and June 30, 2021

 

Revenues. Revenues were $7,997,383 for the three months ended June 30, 2022 compared to $5,255,192 for the same period in 2021, an increase of $2,742,191, or 52%. Revenues were $14,750,611 for the six months ended June 30, 2022 compared to $9,697,101 for the same period in 2021, an increase of $5,053,510, or 52%. The increase in revenues for the three and six months ended June 30, 2022 resulted from an increase in the number of simulators and accessories completed, delivered and revenue recognized compared to the same periods in 2021.

 

Cost of Sales. Cost of sales were $3,253,651 for the three months ended June 30, 2022 compared to $2,120,492 for the same period in 2021, an increase of $1,133,159, or 53%. Cost of sales were $6,319,789 for the six months ended June 30, 2022 compared to $3,993,896 for the same period in 2021, an increase of $2,325,893, or 58%. The increase was due to additional material costs due to higher quantities of simulator systems and accessories sold. The cost of sales on a dollar basis varies from quarter-to-quarter as a result of sales volume and product mix.

 

Gross Profit. Gross profit was $4,743,732 for the three months ended June 30, 2022 compared to $3,134,700 for the same period in 2021, an increase of $1,609,032, or 51%. Gross profit was $8,430,822 for the six months ended June 30, 2022 compared to $5,703,205 for the same period in 2021, an increase of $2,727,617, or 48%. The gross profit margin for the three months ended June 30, 2022 and 2021 was 59% and 60%, respectively. The gross profit margin was 57% for the six months ended June 30, 2022 and 59% for the same period in 2021. The decrease in gross profit margin percentage was due to increased costs, and the product mix of systems, accessories and services sold.

 

Operating Expenses. Net operating expense was $3,702,109 for the three months ended June 30, 2022 compared to $2,313,932 for the same period in 2021, an increase of $1,388,177, or 60%. Net operating expense was $6,677,896 for the six months ended June 30, 2022 compared to $4,318,382 for the same period in 2021, an increase of $2,359,514, or 55%. The increase was primarily due to expenses related to the move into the new building and increased payroll costs.

 

Operating Income. Income from operations was $1,041,623 for the three months ended June 30, 2022 compared to $820,768 for the same period in 2021, an increase of $220,855 or 27%. Operating income was $1,752,926 for the six months ended June 30, 2022 compared to $1,384,823 for the same period in 2021, an increase of $368,103, or 27%.

 

Other Income (Expense). Other expense net of other income was $7,565 for the three months ended June 30, 2022 compared to other income net of other expense of $1,771 for the same period in 2021, a decrease of $9,336, or 527%, primarily from increased interest expense on note payable. Other expense net of other income was $17,794 for the six months ended June 30, 2022 compared to other income net of other expense of $15,716 for the same period in 2021, a decrease of $33,510, or 213%.

 

Provision for Income Tax Benefit. Income tax expense was $246,684 for the three  months ended June 30, 2022 compared to an income tax expense of $293,180 for the same period in 2021, a decrease of $46,496, or 16%. Income tax expense was $370,684 for the six months ended June 30, 2022 compared to an income tax expense of $216,017 for the same period in 2021, an increase of $154,667, or 72%. Provision (benefit) for income tax is estimated quarterly applying both federal and state tax rates.

 

Net Income (Loss). Net income was $787,374 for the three months ended June 30, 2022, compared  to $529,359 for the same period in 2021, an increase of $258,015, or 49%. Net income was $1,364,448 for the six months ended June 30, 2022 compared to $1,184,522 for the same period in 2021, an increase of $179,926, or 15%. The fluctuations in net income (loss) relates to each respective section discussed above.

 

 6 
 

 

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization. Explanation and Use of Non-GAAP Financial Measures:

 

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

 

   For the Three Months Ended   For the Six Months Ended 
   June 30,   June 30,   Increase   %   June 30,   June 30,   Increase   % 
   2022   2021   (Decrease)   Change   2022   2021   (Decrease)   Change 
                                 
Net Income  $787,374   $529,359   $258,015    49%  $1,364,448   $1,184,522   $179,926    15%
Adjustments:                                        
Provision for income taxes   246,684    293,180    (46,496)   -16%   370,684    216,017    154,667    72%
Depreciation and amortization   230,942    103,865    127,077    122%   446,688    201,155    245,533    122%
EBITDA  $1,265,000   $926,404   $338,596    37%  $2,181,820   $1,601,694   $580,126    36%
Right of use amortization   80,805    77,090    3,715    5%   160,658    153,299    -      
                                         
Adjusted EBITDA  $1,345,805   $1,003,494   $342,311    34%  $2,342,478   $1,754,993   $580,126    33%

 

Liquidity and Capital Resources. Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. The Company had $15,016,233 and $19,708,565 of cash and cash equivalents as of June 30, 2022 and December 31, 2021, respectively. Working capital was $26,978,209 and $25,944,717 as of June 30, 2022 and December 31, 2021, respectively.

 

Net cash used in operating activities was $2,778,270 for the six months ended June 30, 2022 and net cash provided by operating activities was $937,906 for the six months ended June 30, 2021. Net cash used in operating activities resulted primarily from increases in accounts receivable, inventory, and prepaid expenses, offset by increases in trade accounts payable, accrued compensation, unbilled revenues, and deferred revenues, as well as other changes in operating assets and liabilities.

 

Net cash used in investing activities was $1,811,738 for the six months ended June 30, 2022, compared to net cash used in investing activities of $694,895 for the six months ended June 30, 2021. Investing activities in 2022 and 2021 consisted of purchase of intangible assets, and manufacturing equipment.

 

Net cash used in financing activities was $102,234 for the six months ended June 30, 2022, compared to net cash provided by financing activities of $16,801,070 for the six months ended June 30, 2021. Financing activities in 2021 consisted of the issuance of additional common stock for cash and stock options exercised and redeemed, compared to financing activities in 2022 which consisted of stock options exercised and principal payments on note payable.

 

Bookings and Backlog

 

The Company defines bookings as the total of newly signed contracts and purchase orders received in a defined time period. The Company received bookings totalling $9.9 million for the six months ended June 30, 2022. The Company defines backlog as the accumulation of bookings that have not started or are uncompleted performance objectives and cannot be recognized as revenue until delivered in a future quarter. Backlog also includes extended warranty agreements and STEP agreements that are deferred revenue recognized on a straight-line basis over the life of each respective agreement. As of June 30, 2022, the Company’s backlog was $16.5  million. Management estimates the majority of the new bookings received in the first six months of 2022 will be converted to revenue in 2022. Management estimates the conversion of backlog based on current contract delivery dates; however, contract terms and dates are subject to modification and are routinely changed at the request of the customer. Additionally, due to the impact of COVID-19, management’s estimates will change in accordance with federal and state guidelines. To date, the COVID-19 restrictions have resulted in reduced customer shipments and customer system installations. These recent developments are expected to result in lower recognized revenue and possibly lower gross margin when they occur. To date, there have been no order cancellations, only delays in when orders ship or installations occur and all delayed orders remain in backlog.

 

Cash Requirements

 

Our management believes that our current capital resources will be adequate to continue operating the company and maintaining our current business strategy for more than 12 months from the filing of this Quarterly Report. We are, however, open to raising additional funds from the capital markets, at a fair valuation, to expand our product and services offered, to enhance our sales and marketing efforts and effectiveness, and to aggressively take advantage of market opportunities. There can be no assurance, however, that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to scale down our plans for expanded marketing and sales efforts.

 

 7 
 

 

Critical Accounting Policies and Estimates

 

Our discussion and analysis of our financial condition and results of operations are based on our unaudited financial statements, which have been prepared in accordance with GAAP. The preparation of our unaudited financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to areas that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty. Significant accounting estimates in these financial statements include valuation assumptions for share-based payments, allowance for doubtful accounts and notes receivable, inventory reserves, accrual for warranty reserves, the carrying value of long-lived assets, income tax valuation allowances, the carrying value of cost basis investments, and the allocation of the transaction price to the performance obligations in our contracts with customers. We base our estimates on historical experience, our observance of trends in particular areas, and information or valuations and various other assumptions that we believe to be reasonable under the circumstances and which form the basis for making judgments about the carrying value of assets and liabilities that may not be readily apparent from other sources. Actual amounts could differ significantly from amounts previously estimated. For a discussion of our critical accounting policies, refer to Part I, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2021. Management believes that there have been no changes in our critical accounting policies during the six months ended June 30, 2022.

 

Recent Accounting Pronouncements

 

See Note 1 to our financial statements, included in Part I, Item 1., Financial Information of this Quarterly Report on Form 10-Q.

 

Off-Balance Sheet Arrangements

 

As of June 30, 2022, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not required for smaller reporting companies.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of disclosure controls and procedures

 

We maintain “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Exchange Act. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal financial officer, evaluated our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of June 30, 2021, our disclosure controls and procedures were not effective. The ineffectiveness of our disclosure controls and procedures was due to material weaknesses, which we identified in our report on internal control over financial reporting contained in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on August 2, 2022.

 

Change in internal control over financial reporting

 

There has been no change in our internal control over financial reporting that occurred during the quarterly period ended June 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Subsequent to June 30, 2022, we have implemented more formal review and documentation of workflow processes, and increased our ERP training for our staff. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.

 

 8 
 

 

PART II: OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

See Note 9 to our unaudited financial statements, included in Part I, Item 1., Financial Information of this Quarterly Report on Form 10-Q, which information is incorporated herein by reference.

 

ITEM 1A. RISK FACTORS

 

Not required for smaller reporting companies.

 

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) None
     
  (b) There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors since the filing with the SEC of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

 

ITEM 6. EXHIBITS

 

Exhibit

No.

  Exhibit Description
     
10.1   John F. Givens II (incorporated by reference to Exhibit 10.14 to the registrant’s annual report on Form 10-K (File No. 001-38420) filed August 2, 2022)
     
31.1   Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
31.2  

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

31.3   Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1   Certification of the Principal Executive Officers and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101.INS   Inline XBRL Instance Document
     
101.SCH   Inline XBRL Taxonomy Extension Schema Document
     
101.CAL   Inline XBRL Taxonomy Extension Calculation Document
     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 9 
 

 

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.

 

  VIRTRA, INC.
     
Date: August 19, 2022 By: /s/ Robert D. Ferris
    Robert D. Ferris
    Co-Chief Executive Officer and President
    (principal executive officer)
     
  By: /s/ John F. Givens II
    John F. Givens II
    Co-Chief Executive Officer
    (principal executive officer)
     
  By: /s/ Marsha J. Foxx
    Marsha J. Foxx,
    Chief Accounting Officer
    (principal financial and principal accounting officer)

 

 10