VISL Vislink Technologies Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2024

 

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________to _______________.

 

Commission File Number: 001-35988

 

Vislink Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		20-5856795
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

 

350 Clark Drive, Suite 125,

Mt. Olive, NJ 07828

(Address of Principal Executive Offices)

 

(908) 852-3700

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock par value $0.00001 per share		VISL		The Nasdaq Capital Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such a shorter period than the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such a shorter period than the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

 

If an emerging growth company, indicate by a checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

The registrant had 2,463,458 shares of its common stock outstanding as of August 9, 2024.

 

 

 

VISLINK TECHNOLOGIES, INC.

QUARTERLY REPORT ON FORM 10-Q

For the six months ended June 30, 2024

 

	Page Number
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk	24
Item 4. Controls and Procedures	24
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	25
Item 1A. Risk Factors	25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3. Defaults Upon Senior Securities	25
Item 4. Mine Safety Disclosures	25
Item 5. Other Information	25
Item 6. Exhibits	26
SIGNATURES	27

 

 

PART I: FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Index to Condensed Consolidated Financial Statements

 

Condensed Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023	3
Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss for the three and six months ended June 30, 2024, and 2023	4
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2024	5
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2023	6
Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024, and 2023	7
Notes to Unaudited Condensed Consolidated Financial Statements	9

 

 

FORWARD-LOOKING INFORMATION

 

This Quarterly Report on Form 10-Q (including the section regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations) (the “Report”) contains forward-looking statements regarding our business, financial condition, results of operations, and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar words and phrases are intended to identify forward-looking statements. However, this report does not include an all-inclusive list of words or phrases identifying forward-looking statements. Also, all information concerning future matters is forward-looking statements.

 

Although forward-looking statements in this Report reflect our management’s good faith judgment, such information is based on facts and circumstances the Company currently knows. Forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from those discussed in or anticipated by the forward-looking statements. Without limitation, factors that could cause or contribute to such differences in results and outcomes include those discussed in this Report.

 

The Company files reports with the Securities and Exchange Commission (“SEC”), and those reports are available free of charge on our website (www.vislink.com). The reports available include our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, which are available as soon as reasonably practicable after the Company electronically files such materials or furnishes them to the SEC. You can also read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You can obtain additional information about the Public Reference Room’s operation by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site (www.sec.gov) containing reports, proxies, information statements, and other information regarding issuers who file electronically with the SEC, including us.

 

We undertake no obligation to revise or update any forward-looking statements to reflect any event or circumstance that may arise after the date of this Report. We urge you to carefully review and consider all the disclosures made in this Report.

 

REFERENCES TO VISLINK

 

In this Quarterly Report, unless otherwise stated or the context otherwise indicates, references to “VISL,” “Vislink,” “the Company,” “the Corporation,” “we,” “us,” “our,” and similar references refer to Vislink Technologies, Inc., a Delaware corporation.

 

 

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

 

		June 30, 2024				December 31, 2023
		(unaudited)
ASSETS
Current assets
Cash and cash equivalents		$	5,649			$	8,482
Accounts receivable, net			9,517				8,680
Inventories, net			14,883				14,029
Investments held to maturity			5,886				5,731
Prepaid expenses and other current assets			2,295				1,560
Total current assets			38,230				38,482
Right of use assets, operating leases			995				742
Property and equipment, net			2,053				1,902
Intangible assets, net			3,292				3,866
Total assets		$	44,570			$	44,992
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable		$	4,172			$	3,183
Accrued expenses			1,669				1,578
Notes payable			398				—
Operating lease obligations, current			744				463
Customer deposits and deferred revenue			2,261				1,490
Total current liabilities			9,244				6,714
Operating lease obligations, net of current portion			655				755
Deferred tax liabilities			436				546
Total liabilities			10,335				8,015
Commitments and contingencies (See Note 11)			-				-
Stockholders’ equity
Series A Preferred stock, $0.00001 par value per share: -0- shares authorized on June 30, 2024, and December 31, 2023, respectively; -0- shares issued and outstanding on June 30, 2024, and December 31, 2023, respectively.			—				—
Common stock, $0.00001 par value per share, 100,000,000 shares authorized on June 30, 2024, and December 31, 2023, respectively: Common stock, 2,452,482 and 2,439,923 were issued, and 2,452,349 and 2,439,790 were outstanding on June 30, 2024, and December 31, 2023, respectively.			—				—
Additional paid-in capital			348,349				347,507
Accumulated other comprehensive loss			(1,393	)			(1,027	)
Treasury stock, at cost – 133 shares as of June 30, 2024, and December 31, 2023, respectively			(277	)			(277	)
Accumulated deficit			(312,444	)			(309,226	)
Total stockholders’ equity			34,235				36,977
Total liabilities and stockholders’ equity		$	44,570			$	44,992

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
OTHER COMPREHENSIVE LOSS
(IN THOUSANDS EXCEPT NET LOSS PER SHARE DATA)

 

		2024				2023				2024				2023
		For the Three Months Ended								For the Six Months Ended
		June 30,								June 30,
		2024				2023				2024				2023
Revenue, net		$	8,702			$	5,043			$	17,300			$	12,231
Cost of revenue and operating expenses
Cost of components and personnel			3,806				2,361				7,361				5,675
Inventory valuation adjustments			233				175				434				304
General and administrative expenses			5,918				4,679				11,212				9,707
Research and development expenses			966				908				1,765				1,675
Depreciation and amortization			343				304				690				602
Total cost of revenue and operating expenses			11,266				8,427				21,462				17,963
Loss from operations			(2,564	)			(3,384	)			(4,162	)			(5,732	)
Other income (expense)
Unrealized gain (loss) on investments held to maturity			82				(35	)			145				(63	)
Other income (loss)			(1	)			(11	)			374				330
Dividend income			72				128				138				219
Interest income, net			87				220				178				353
Total other income			240				302				835				839
Net loss before income taxes			(2,324	)			(3,082	)			(3,327	)			(4,893	)
Income taxes
Deferred tax benefits			54				54				109				109
Net loss		$	(2,270	)		$	(3,028	)		$	(3,218	)		$	(4,784	)
Basic and diluted loss per share		$	(0.93	)		$	(1.27	)		$	(1.31	)		$	(2.02	)
Weighted average number of shares outstanding:
Basic and diluted			2,452				2,377				2,448				2,374
Comprehensive loss:
Net loss		$	(2,270	)		$	(3,028	)		$	(3,218	)		$	(4,784	)
Unrealized gain (loss) on currency translation adjustment			(156	)			145				(366	)			300
Comprehensive loss		$	(2,426	)		$	(2,883	)		$	(3,584	)		$	(4,484	)

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

(IN THOUSANDS, EXCEPT SHARE DATA)

 

Three months ended June 30, 2024:

 

		Shares				Amount				Shares				Amount				Capital				Income (Loss)				Stock				Deficit				Total
																						Accumulated
		Series A																Additional				Other
		Preferred Stock								Common Stock								Paid In				Comprehensive				Treasury				Accumulated
		Shares				Amount				Shares				Amount				Capital				Income (Loss)				Stock				Deficit				Total
Balance, March 31, 2024			—			$	—				2,452,482			$	—			$	348,131			$	(1,237	)		$	(277	)		$	(310,174	)		$	36,443
Balance			—			$	—				2,452,482			$	—			$	348,131			$	(1,237	)		$	(277	)		$	(310,174	)		$	36,443
Net loss			—				—				—				—				—				—				—				(2,270	)			(2,270	)
Unrealized loss on currency translation adjustment			—				—				—				—				—				(156	)			—				—				(156	)
Issuance of common stock in connection with:
Compensation awards for services previously accrued			—				—				—				—				—				—				—				—				—
Satisfaction with the conversion of restricted stock unit awards			—				—				—				—				—				—				—				—				—
Stock-based compensation			—				—				—				—				218				—				—				—				218
Balance, June 30, 2024			—			$	—				2,452,482			$	—			$	348,349			$	(1,393	)		$	(277	)		$	(312,444	)		$	34,235
Balance			—			$	—				2,452,482			$	—			$	348,349			$	(1,393	)		$	(277	)		$	(312,444	)		$	34,235

 

Six months ended June 30, 2024:

 

																						Accumulated
		Series A																Additional				Other
		Preferred Stock								Common Stock								Paid In				Comprehensive				Treasury				Accumulated
		Shares				Amount				Shares				Amount				Capital				Income (Loss)				Stock				Deficit				Total
Balance, January 1, 2024			—			$	—				2,439,923			$	—			$	347,507			$	(1,027	)		$	(277	)		$	(309,226	)		$	36,977
Net loss			—				—				—				—				—				—				—				(3,218	)			(3,218	)
Unrealized loss on currency translation adjustment			—				—				—				—				—				(366	)			—				—				(366	)
Issuance of common stock in connection with:
Compensation awards for services previously accrued			—				—				8,000				—				160				—				—				—				160
Satisfaction with the conversion of restricted stock unit awards			—				—				4,559				—				—				—				—				—				—
Stock-based compensation			—				—				—				—				682				—				—				—				682
Balance, June 30, 2024			—			$	—				2,452,482			$	—			$	348,349			$	(1,393	)		$	(277	)		$	(312,444	)		$	34,235

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

(IN THOUSANDS, EXCEPT SHARE DATA)

 

Three months ended June 30, 2023:

 

																						Accumulated
		Series A																Additional				Other
		Preferred Stock								Common Stock								Paid In				Comprehensive				Treasury				Accumulated
		Shares				Amount				Shares				Amount				Capital				Income (Loss)				Stock				Deficit				Total
Balance, March 31, 2023*			—			$	—				2,377,362			$	—			$	346,486			$	(1,182	)		$	(277	)		$	(301,855	)		$	43,172
Net loss			—				—				—				—				—				—				—				(3,028	)			(3,028	)
Unrealized gain on currency translation adjustment			—				—				—				—				—				145				—				—				145
Stock-based compensation			—				—				—				—				336				—				—				—				336
Balance, June 30, 2023			—			$	—				2,377,362			$	—			$	346,822			$	(1,037	)		$	(277	)		$	(304,883	)		$	40,625

 

Six months ended June 30, 2023:

 

Balance, January 1, 2023*			47,419			$	—				2,367,362			$	—			$	345,365			$	(1,337	)		$	(277	)		$	(300,099	)		$	43,652
Balance*			47,419			$	—				2,367,362			$	—			$	345,365			$	(1,337	)		$	(277	)		$	(300,099	)		$	43,652
Net loss			—				—				—				—				—				—				—				(4,784	)			(4,784	)
Unrealized gain on currency translation adjustment			—				—				—				—				—				300				—				—				300
Elimination of Series A Preferred Stock			(47,419	)			—				—				—				—				—				—				—				—
Issuance of common stock in connection with:
Compensation awards for services previously accrued			—				—				10,000				—				200				—				—				—				200
Stock-based compensation			—				—				—				—				1,257				—				—				—				1,257
Balance, June 30, 2023			—			$	—				2,377,362			$	—			$	346,822			$	(1,037	)		$	(277	)		$	(304,883	)		$	40,625
Balance			—			$	—				2,377,362			$	—			$	346,822			$	(1,037	)		$	(277	)		$	(304,883	)		$	40,625

 

*	In connection with the reverse stock split implemented by the Company on May 1, 2023, the Company’s stock transfer agent calculated a de minimus adjustment to the opening quantity of shares issued.

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

 

		2024				2023
		For the Six Months Ended June 30,
		2024				2023
Cash flows used in operating activities
Net loss		$	(3,218	)		$	(4,784	)
Adjustments to reconcile net loss to net cash used in operating activities
Gain on settlement of debt			—				—
Deferred tax benefits			(109	)			(109	)
Unrealized (gain) loss on the fair value of investments in bonds held to maturity			(145	)			63
Accretion of bond discount			(10	)			(137	)
Stock-based compensation			682				1,257
Stock issuance commitments			—				—
Provision for bad debt			104				38
Recovery of bad debt			(68	)			(6	)
Inventory valuation adjustments			434				304
Amortization of right-of-use assets, operating assets			229				135
Depreciation and amortization			690				602
Changes in assets and liabilities
Accounts receivable			(784	)			323
Inventories			(978	)			(1,196	)
Prepaid expenses and other current assets			(229	)			(619	)
Accounts payable			988				708
Accrued expenses			92				68
Accrued director’s compensation			160				—
Operating lease obligations			(303	)			(222	)
Customer deposits and deferred revenue			771				381
Net cash used in operating activities			(1,694	)			(3,194	)
Cash flows used in investing activities
Cash used for investments held to maturity			(949	)			(10,763	)
Proceeds from bond redemption			950				—
Cash used for property and equipment			(342	)			(421	)
Net cash used in investing activities			(341	)			(11,184	)
Cash flows used in financing activities
Principal payments made on notes payable			(114	)			(213	)
Net cash used in financing activities			(114	)			(213	)
Effect of exchange rate changes on cash			(684	)			(63	)
Net decrease in cash and cash equivalents			(2,833	)			(14,654	)
Cash and cash equivalents, beginning of the period			8,482				25,627
Cash and cash equivalents, end of the period		$	5,649			$	10,973

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(IN THOUSANDS)

 

		2024				2023
		For the Six Months Ended June 30,
		2024				2023
Supplemental disclosure of cash flow information:
Cash paid during the period for interest		$	6			$	6
Supplemental disclosure of non-cash information:
Notes payable		$	510			$	523
Common stock issued in connection with:
Compensation awards previously accrued		$	160			$	200
ROU assets and operating lease obligations recognized (Note 8):
Operating lease assets recognized		$	484			$	—
Less: non-cash changes to operating lease assets amortization			(229	)			(135	)
ROU assets and operating lease obligations recognized		$	255			$	(135	)
Operating lease liabilities recognized		$	484			$	—
Less: non-cash changes to operating lease liabilities accretion			(303	)			(222	)
Operating lease liabilities recognized		$	181			$	(222	)

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Operations

 

Vislink Technologies, Inc., incorporated in Delaware in 2006, is a global technology business that collects, delivers, and manages high-quality, live video and associated data from the action scene to the viewing screen. We provide solutions for collecting live news, sports, entertainment, and news events for the broadcast markets and surveillance and defense markets with real-time video intelligence solutions using various tailored transmission products. Our team also provides professional and technical services utilizing a staff of technology experts with decades of applied knowledge and real-world experience in terrestrial microwave, fiber optic, surveillance, and wireless communications systems, delivering a broad spectrum of customer solutions.

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated interim financial statements, along with the notes herein, are intended to be reviewed in conjunction with Vislink Technologies, Inc.’s audited consolidated financial statements and the accompanying notes as detailed in the 2023 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2024 (the “Annual Report on Form 10-K”). The condensed consolidated balance sheet, as of December 31, 2023, originates from these audited statements without complete footnote disclosures typically found in audited annual statements. These unaudited condensed consolidated financial statements have been prepared to include all necessary adjustments, solely of a routine recurring nature, deemed essential for a fair presentation of the Company’s financial standing as of June 30, 2024, along with our results of operations for the three and six months ending on June 30 for both 2024 and 2023, and the cash flows for these periods. However, the results and position as of June 30, 2024, may not be indicative of our full-year 2024 financial condition and operating results.

 

Given the interim nature of this 10-Q report, the detail and scope of accounting policies outlined here are less comprehensive than those found in the Annual Report on Form 10-K. Investors are encouraged to refer to NOTE 3 —SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES in the audited consolidated financial statements within the Annual Report on Form 10-K.

 

Principles of Consolidation

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America or (“U.S. GAAP”) as found in the Accounting Standards Codification (“ASC”), the Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”) and the rules and regulations of the SEC. The accompanying unaudited condensed consolidated financial statements include the Company’s accounts and wholly-owned subsidiaries. We have eliminated all intercompany accounts and transactions upon consolidating our subsidiaries.

 

Segment Reporting

 

In accordance with the Financial Accounting Standards Board’s (FASB) mandate, Vislink Technologies, Inc. adopted Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280), effective January 1, 2024. Initially issued by FASB in February 2023, this update revises the reporting requirements for operating segments of public entities to enhance the transparency and utility of segment reporting.

 

Prior to this date, as disclosed in our Annual Report on Form 10-K, we had not yet formally adopted ASU 2023-07, which became mandatory for public entities in reporting periods beginning after December 15, 2023. We have concluded that we operate our company as a single reporting segment, and due to this structure, we believe we are only required to report in a single segment by ASU 2023-07. Accordingly, we believe the adoption of ASU 2023-07 has not significantly impacted our financial statements.

 

9

 

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Use of Estimates

 

Preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities in the unaudited condensed consolidated financial statements. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include the useful lives of property, plant, and equipment, the useful lives of right-of-use assets, the useful lives of intangible assets, impairment of long-lived assets, allowance for accounts receivable doubtful accounts, allowance for inventory obsolescence reserve, allowance for deferred tax assets, valuation of warranty reserves, contingent consideration liabilities, and the accrual of potential liabilities. These estimates also affect the reported revenues and expenses during the reporting periods. Actual results could differ from estimates, and any such differences may be material to our financial statements.

 

Recently Issued Accounting Principles

 

Recent Accounting Pronouncements

 

Other recent accounting standards issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

 

NOTE 2 — LIQUIDITY AND FINANCIAL CONDITION

 

For the six months ended June 30, 2024, the Company incurred an approximate $4.2 million loss from operations and $1.7 million of cash used in operating activities. As of June 30, 2024, the Company had $29.0 million in working capital, $312.4 million in accumulated deficits, and $5.6 million in cash and cash equivalents.

 

During the first quarter of 2024, the Company invested approximately $0.9 million of its cash reserves in federal bonds intended to be held to maturity. No additional investments were made during the second quarter of 2024. As of June 30, 2024, the Company held investments in federal bonds valued at $5.9 million, intended to be held to maturity, primarily seeking to generate investment income.

 

Many factors may impact the Company’s liquidity requirements. These may include, but are not limited to, economic conditions, including inflation, foreign exchange, fluctuations, the markets in which we compete or wish to enter, strategic acquisitions, our market strategy, our research and development activities, regulatory matters, and technology and product innovations. The Company believes it will have sufficient funds to continue its operations for at least 12 months from the filing date of these financial statements.

 

NOTE 3 — LOSS PER SHARE

 

The following table illustrates the anti-dilutive potential common stock equivalents excluded from the calculation of loss per share (in thousands):

 

SCHEDULE OF ANTI-DILUTIVE POTENTIAL COMMON STOCK EQUIVALENTS EXCLUDE FROM CALCULATION OF LOSS PER SHARE

		2024				2023
		Six Months Ended
		June 30,
		2024				2023
Anti-dilutive potential common stock equivalents excluded from the calculation of loss per share:
Stock options			74				85
Warrants			455				456
Total			529				541

 

10

 

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 4 — FOREIGN CURRENCY AND OTHER COMPREHENSIVE (GAINS) LOSSES

 

The Company has recognized foreign exchange gains and losses and changes in accumulated comprehensive income approximately as follows:

 

SCHEDULE OF FOREIGN EXCHANGE AND CHANGE IN ACCUMULATED COMPREHENSIVE INCOME

		2024				2023				2024				2023
		Three months ended								Six months ended
		June 30,								June 30,
		2024				2023				2024				2023
Net foreign exchange transactions:
(Gains) Losses		$	16,000			$	41,000			$	30,000			$	(3,000	)
Accumulated comprehensive income:
Unrealized (gains) losses on currency translation adjustment		$	156,000			$	(145,000	)		$	366,000			$	(300,000	)

 

Amounts were converted from British Pounds to U.S. Dollars and Euros to British Pounds using the following exchange rates:

 

	●	As of June 30, 2024 – £1.263870 to $1.00; and €1.070310 to $1.00
	●	The average exchange rate for the six months ended June 30, 2024 – £1.264895 to $1.00; and €1.081211 to $1.00
	●	As of June 30, 2023 – £1.266150 to $1.00; and €1.088440 to $1.00
	●	The average exchange rate for the six months ended June 30, 2023 – £1.233240 to $1.00; and €1.080655 to $1.00

 

NOTE 5 — CASH AND CASH EQUIVALENTS

 

The Company considers all highly liquid investments with an original maturity of six months or less at the time of purchase to be cash equivalents. Cash equivalents consist of unrestricted funds invested in a money market mutual fund. The following table illustrates the Company’s cash and cash equivalents:

 

SCHEDULE OF CASH AND CASH EQUIVALENTS

		June 30, 2024				December 31, 2023
Cash on hand		$	1,706,000			$	1,776,000
Federally insured money market mutual funds			3,943,000				6,706,000
Total cash and cash equivalents		$	5,649,000			$	8,482,000

 

NOTE 6 — INVESTMENTS

 

The Company identified the following active debt security investment transactions:

 

	●	On February 28, 2023, the Company purchased a bond, “Federal National Mortgage Association,” with a face and par value of $950,000, which matured February 28, 2024, at an interest rate of 5.07%, totaling $950,000. The bond was redeemed at face value on February 29, 2024.
	●	On October 11, 2023, the Company purchased a bond, “HSBC USA INC CP,” with a face value of $5,000,000, maturing October 11, 2024, at a 6.262291% interest rate, and a cash payment of approximately $4,711,000. The value on June 30, 2024, was $4,920,000.
	●	On February 27, 2024, the Company acquired the “HSBC USA INC CP” bond with a face value of $1,000,000 and a maturity date of February 12, 2025, at an interest rate of 5.48% and a cash outlay of approximately $949,400. As of June 30, 2024, the fair value of this bond was $966,000.

 

11

 

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 6 — INVESTMENTS (continued)

 

The Company’s investments held to maturity are as follows as of June 30, 2024:

 

SCHEDULE OF INVESTMENTS HELD TO MATURITY

		Amortized Cost				Unrealized Gains				Unrealized Losses				Fair Value
Federal Bonds		$	5,673,000			$	213,000			$	—			$	5,886,000

 

The Company has determined the fair value of its investments held to maturity based on Level 2 input as of June 30, 2024

 

SCHEDULE OF FAIR VALUE OF ITS INVESTMENTS

		Quoted Prices in Active Markets of Identical Assets/Liabilities (Level 1)				Significant Other Observable Inputs  (Level 2)				Significant Unobservable Inputs (Level 3)				Total
Federal Bonds		$	—			$	5,886,000			$	—			$	5,886,000

 

NOTE 7 — INTANGIBLE ASSETS

 

The Company continuously monitors operating results, events, and circumstances that may indicate potential impairment of intangible assets. Management concluded that no triggering events occurred during the six months ending on June 30, 2024.

 

The following table illustrates finite intangible assets as of June 30, 2024:

 

SCHEDULE OF INTANGIBLE ASSETS

		Proprietary Technology								Patents and Licenses								Trade Names & Technology								Customer Relationships
						Accumulated								Accumulated								Accumulated								Accumulated
		Cost				Amortization				Cost				Amortization				Cost				Amortization				Cost				Amortization				Net
Balance, January 1, 2024		$	2,132,000			$	(1,408,000	)		$	12,378,000			$	(12,378,000	)		$	2,251,000			$	(1,327,000	)		$	5,591,000			$	(3,373,000	)		$	3,866,000
Amortization			—				(295,000	)			—				—				—				(69,000	)			—				(210,000	)			(574,000	)
Balance, June 30, 2024		$	2,132,000			$	(1,703,000	)		$	12,378,000			$	(12,378,000	)		$	2,251,000			$	(1,396,000	)		$	5,591,000			$	(3,583,000	)		$	3,292,000

 

The Company’s groups of intangible assets consist primarily of:

 

Proprietary Technology:

 

Generally, the Company amortizes proprietary technology over 3 to 5 years. Mobile Viewpoint (“MVP”) uses wireless multiplex transmitters and artificial intelligence internally to produce and sell products and services to customers.

 

Patents and Licenses:

 

Patents and licenses filed by the Company are amortized for 18.5 to 20 years. The amortization of the costs associated with provisional patents and pending applications begins after successful review and filing.

 

Trade Name, Technology, and Customer Relationships:

 

Other intangible assets are amortized for 3 to 15 years. Integrated Microwave Technology (“IMT”), Vislink, MVP, and BMS assets acquisitions contributed to developing these intangible assets, including trade names, technology, and customer lists.

 

12

 

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 7 — INTANGIBLE ASSETS (continued)

 

The Company has recognized net capitalized intangible costs as follows:

 

SCHEDULE OF CAPITALIZED INTANGIBLE COSTS

		June 30,				December 31,
		2024				2023
Proprietary Technology		$	431,000			$	726,000
Trade Names and Technology			854,000				922,000
Customer Relationships			2,007,000				2,218,000
Net capitalized intangible costs		$	3,292,000			$	3,866,000

 

The Company has recognized the amortization of intangible assets as follows:

 

SCHEDULE OF AMORTIZATION OF INTANGIBLE ASSETS

		2024				2023				2024				2023
		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2024				2023				2024				2023
Proprietary Technology		$	147,000			$	148,000			$	295,000			$	294,000
Trade Names and Technology			35,000				34,000				69,000				69,000
Customer Relationships			105,000				64,000				210,000				127,000
Amortization of intangible assets		$	287,000			$	246,000			$	574,000			$	490,000

 

The weighted average remaining life of the amortization of the Company’s intangible assets is approximately 4.9 years as of June 30, 2024. The following table represents the estimated amortization expense for total intangible assets for the succeeding five years:

 

SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE FOR INTANGIBLE ASSETS

Period ending June 30,
2025		$	749,000
2026			710,000
2027			384,000
2028			288,000
2029			288,000
Thereafter			873,000
Intangible assets, estimated amortization expense		$	3,292,000

 

The Company continuously monitors intangible assets for potential impairments based on operating results, events, and circumstances. As of June 30, 2024, management identified no triggering events.

 

NOTE 8 — LEASES

 

In addition to leasing office spaces, operational sites, and storage facilities, the Company also rents warehouse facilities internationally and within the country. As of June 30, 2024, these operating leases feature a variety of terms and conditions, with lease lengths ranging from one to four years. Certain leases contain clauses for rent increases and concessions, which result in higher rental payments during the final years of the lease term. These agreements are recognized using the straight-line method over the lease’s minimum duration.

 

During those periods, there were no significant adjustments to the straight-line rental expenses. Most costs accounted for in each period were reflected in the cash spent on operating activities, mainly covering payments for the basic rent of offices and warehouses. Additionally, we can renew certain leases at various intervals, though we are not obligated to do so. Expenses associated with short-term leases, taxes, and variable service fees were minimal.

 

As of June 30, 2024, the Company reported Right-of-Use (ROU) assets totaling approximately $1.0 million on the balance sheet net of $1.7 million in accumulated amortization. In addition, the Company recognized operating lease liabilities of approximately $1.4 million, allocating $0.7 million as current and $0.7 million as non-current, as noted on the balance sheet. The weighted average lease term remaining as of June 30, 2024, was 2.0 years, with leases expiring between January 2025 and May 2027, and the weighted average discount rate was 8.9% as of June 30, 2024.

 

13

 

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 8 — LEASES (continued)

 

Poway, CA Lease Renewal

 

On February 12, 2024, Vislink Poway, LLC signed a renewal agreement with CPI Apartment Fund 10 LLC for the premises at 13475 Danielson Street, Suite 100, 130, and 160, Poway, California. The renewal term is set for one year and ten and one-half months, commencing on March 14, 2024, and ending on January 31, 2026. The base rent for the renewal period was established at $22,926 per month. The lease renewal recognized a liability and corresponding ROU assets of approximately $484,000 in Vislink’s financial statements for the quarter ending June 30, 2024, under ASC 842-20-25-1.

 

The following table illustrates operating lease data for the three and six months ending June 30, 2024, and 2023:

 SCHEDULE OF OPERATING LEASE DATA

		2024				2023				2024				2023
		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2024				2023				2024				2023
Lease cost:
Operating lease cost		$	173,000			$	103,000			$	292,000			$	206,000
Short-term lease cost			9,000				10,000				83,000				20,000
Total lease cost		$	182,000			$	113,000			$	375,000			$	226,000
Cash paid for lease liabilities:
Cash flows from operating leases										$	358,000			$	325,000
Right of use assets obtained in exchange for new operating lease liabilities										$	484,000			$	—
Weighted-average remaining lease term—operating leases											2.0 years				3.1 years
Weighted-average discount rate—operating leases											8.9	%			9.5	%

 

The following table illustrates the maturities of our operating lease liabilities as of June 30, 2024:

 SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES

		Amount
2025		$	837,000
2026			512,000
2027			185,000
2028			—
2029			—
Thereafter			—
Total lease payments			1,534,000
Less: imputed interest			135,000
Present value of lease liabilities			1,399,000
Less: Current lease liabilities			744,000
Non-current lease liabilities		$	655,000

 

The following table outlines the locations and lease termination dates for the Company’s ROU assets under operating leases for the years 2025 to 2027:

 SCHEDULE OF LEASE OBLIGATIONS ASSUMED

Location		Square Footage				Lease-End Date						Approximate Future Payments
Colchester, U.K. – Waterside House			13,223			Dec			2025			$	372,000
Lutton, U.K.			600			Jan			2025				17,000
Billerica, MA			2,000			Dec			2026				266,000
Mount Olive, NJ			7,979			May			2027				404,000
Trivex, Singapore			950			Aug			2025				41,000
Poway, CA			11,715			Jan			2026				434,000

 

14

 

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 9— STOCKHOLDERS’ EQUITY

 

Preferred stock

 

On March 22, 2023, the Company’s Board of Directors approved a resolution to eliminate the Company’s Certificate of Designation, Preferences, and Rights (the “Certificate of Elimination”) of the Series A Preferred Stock, par value of $0.00001 per share (the “Series A Preferred Stock”), which was filed with the Secretary of State of the State of Delaware on November 9, 2022.

 

Upon the effective filing of the Certificate of Elimination, the shares previously designated under the certificate of designation as Series A Preferred Stock shall resume the status of authorized but unissued shares of the Company’s preferred stock. As of June 30, 2024, -0- shares are authorized, and no Series A Preferred Stock was issued or outstanding.

 

Common stock

 

Other common stock activity

 

During the six months that ended June 30, 2024, the Company has:

 

	●	Issued 8,000 shares of common stock to specific board members as part of a commitment agreement valued at $160,000 (the common stock’s value was determined on the agreement’s original date);
	●	Issued 4,559 shares of common stock in satisfaction of the conversion of restricted stock unit awards and
	●	Recognized approximately $682,000 of stock-based compensation costs associated with outstanding stock options in general and administrative expenses offsetting additional capital investments.

 

Common stock warrants

 

As of June 30, 2024, warrants to purchase 1,500 shares of common stock expired. On June 30, 2024, warrants to purchase 454,580 shares of common stock were outstanding and exercisable; the weighted average exercise price of warrants outstanding is $65.00, with a weighted average remaining contractual life of 1.6 years. These outstanding warrants did not have an intrinsic value as of June 30, 2024.

 

NOTE 10 — STOCK-BASED COMPENSATION

 

Inducement Awards:

 

The Company grants time-vested and performance-based stock options under inducement awards, consistent with NASDAQ Listing Rule 5653(c)(4). These inducement awards, granted outside of our existing equity compensation plans, are designed to reward employees for their commitment and performance toward achieving our strategic goals.

 

Time-based and Performance-based Inducement Stock Option Awards

 

The Company’s inducement stock option awards are generally granted with vesting terms based on time or performance-based criteria. Performance-based awards are tied to achieving specific financial metrics, aligning employee rewards with the Company’s success. The Company granted time-vested stock options and performance-based stock options to various employees in connection with their employment agreements. The ten-year, non-statutory time-vested, and performance-based option inducement awards were granted under the NASDAQ Listing Rule 5653(c)(4) outside of the Company’s existing equity compensation plans (all subject to continued employment).

 

15

 

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 10 — STOCK-BASED COMPENSATION (continued)

 

Inducement Awards (continued):

 

Time-based and Performance-Based Inducement Restricted Stock Unit Awards

 

The Company’s inducement-restricted stock units (“RSUs”) are generally granted with vesting terms based on time or performance-based criteria. Performance-based RSUs are tied to achieving specific financial metrics and aligning employee rewards with the Company’s success.

 

The Company granted awards under the amended plan for time-based RSUs to various employees subject to continued employment. The RSUs initially vest between 25% and 33% on their one-year anniversary dates and will vest between 24 and 36 equal monthly periods thereafter. Additionally, the Company granted awards under the amended plan for performance-based restricted stock units subject to performance vesting conditions and continued employment. The RSUs will vest in three equal tranches upon reaching performance conditions for each tranche.

 

2023 Omnibus Equity Incentive Plan

 

The Company received stockholder approval on August 23, 2023, to adopt the 2023 Omnibus Equity Incentive Plan (the “2023 Plan”), which will enable it to continue to grant equity-based compensation awards under a shareholder-approved plan to employees (including officers), non-employee consultants, non-employee directors, and affiliates. The 2023 Plan replaces the 2015 Incentive Compensation Plan, 2016 Incentive Compensation Plan, and 2017 Incentive Compensation Plan. The Company has ceased granting awards under the 2015 Incentive Compensation Plan, 2016 Incentive Compensation Plan, and 2017 Incentive Compensation Plan. The Company reserves 166,415 shares of its common stock for delivery under the 2023 Plan. The 2023 Plan rewards eligible participants for contributing to the Company’s success and encourages retaining and recruiting qualified personnel. The Company’s Board of Directors and Compensation Committee will administer the 2023 Plan.

 

The 2023 Plan generally grants awards without consideration other than prior and future service. The Company’s compensation committee may grant awards under the 2023 Plan either alone or in addition to, in tandem with, or as a substitute for any other award granted under the 2023 Plan or other company plans. It is important to note, however, that if a SAR is granted in conjunction with an ISO, the grant date and term of the SAR and ISO must be the same, and the exercise price of the SAR cannot be lower than the exercise price of the ISO. A written award agreement between us and the grantee will outline the material terms of the award.

 

Summary of stock-based compensation for all equity award plans

 

The table below shows stock-based compensation expenses, included in general and administrative expenses, under the following plans.

 SCHEDULE OF STOCK BASED COMPENSATION EXPENSE

		2024				2023				2024				2023
		Three months ended								Six months ended
		June 30,								June 30,
		2024				2023				2024				2023
Equity-based plans:
Time-vested option inducement awards		$	101,000			$	37,000			$	113,000			$	107000
Time-based restricted stock awards			117,000				299,000				569,000				1,150000
Stock-based compensation expense		$	218,000			$	336,000			$	682,000			$	1,257,000

 

16

 

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11 — COMMITMENTS AND CONTINGENCIES

 

Pension:

 

The Company may make a matching contribution to its employees’ 401(k) plan. Furthermore, Vislink operates a Group Personal Plan through its U.K. subsidiary, investing funds with Royal London. Employees of the Company in the United Kingdom are entitled to participate in the Company’s employee benefit plan, to which varying amounts are contributed according to their status. Additionally, the Company operates a stakeholder pension plan in the United Kingdom.

 

The table below represents the Company’s matching contributions as follows:

 SCHEDULE OF MATCHING CONTRIBUTIONS

		Three months ended								Six months ended
		June 30,								June 30,
		2024				2023				2024				2023
Company matching contributions - Group Personal Pension Plan		$	30,000			$	35,000			$	65,000			$	68,000

 

NOTE 12 — CONCENTRATIONS

 

Customer concentration risk

 

During the three months ending June 30, 2024, the Company observed sales to two customers amounting to $1,341,000 (15%) and $1,062,000 (12%), respectively, representing more than 10% of its sales. During the six months ending June 30, 2024, the Company observed that no single customer sales represented more than 10% of the Company’s consolidated sales. In the three and six months ended June 30, 2023, no customers exceeded 10 % of the Company’s consolidated sales.

 

As of June 30, 2024, two customers owed the Company approximately $1,060,000 and $1,058,000, respectively, each representing 11% each of its consolidated net receivables. Two customers owed the Company approximately $925,000 and $688,000, respectively, representing 16% and 12% of its consolidated net receivables on June 30, 2023.

 

Vendor concentration risk

 

In the three months ending June 30, 2024, purchases from one vendor amounted to $984,000 (25%) exceeding 10% of the Company’s consolidated inventory purchases. In the six months ending June 30, 2024, two vendors met the criteria beyond 10% of the Company’s consolidated inventory purchases of approximately $1,792,000 (25%) and $741,000 (10%), respectively, each representing 10% each of the Company’s consolidated inventory purchases, respectively.

 

In the three months ending June 30, 2023, two vendors exceeded 10% of the Company’s consolidated purchases with approximately $465,000 and $323,000, respectively, representing 15% and 10% of the Company’s consolidated inventory purchases. In the six months ending June 30, 2023, two vendors met the criteria beyond 10% of the Company’s consolidated inventory purchases of approximately $595,000 and $587,000, respectively, each representing 10% each of the Company’s consolidated inventory purchases, respectively.

 

As of June 30, 2024, one vendor exceeded 10% of the Company’s consolidated accounts payable of approximately $938,000 (22%). As of June 30, 2023, one vendor exceeded 10% of the Company’s consolidated accounts payable of approximately $610,000 (18%).

 

17

 

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 13 – REVENUE

 

The Company has one operating segment, and the decision-making group is the senior executive management team. In the following table, the Company disaggregated revenue by the Company’s primary geographical markets and revenue sources:

 SCHEDULE OF DISAGGREGATION OF REVENUE

		Three months Ended								Six months Ended
		June 30,								June 30,
		2024				2023				2024				2023
Primary geographical markets:
North America		$	4,013,000			$	1,721,000			$	7,785,000			$	4,888,000
South America			2,000				38,000				18,000				227,000
Europe			2,503,000				1,593,000				4,880,000				3,436,000
Asia			404,000				1,305,000				1,109,000				2,024,000
Rest of World			1,780,000				386,000				3,508,000				1,656,000
		$	8,702,000			$	5,043,000			$	17,300,000			$	12,231,000
Primary revenue source:
Equipment sales		$	8,097,000			$	4,279,000			$	15,460,000			$	10,673,000
Installation, integration, and repairs			225,000				263,000				1,109,000				749,000
Warranties			380,000				501,000				731,000				809,000
		$	8,702,000			$	5,043,000			$	17,300,000			$	12,231,000
Long-Lived Assets:
United States										$	3,293,000			$	2,174,000
Netherlands											24,000				23,000
United Kingdom											3,023,000				4,397,000
										$	6,340,000			$	6,594,000

 

NOTE 14 — REBATES

 

The Company has been applying for tax rebates related to the research costs incurred by our U.K. subsidiary. During the six months ended June 30, 2024, the Company recognized $374,000 in tax rebates as other income. For the same period in 2023, the recognized amount was $329,000.

 

While the Company plans to continue filing rebate forms for the 2024 fiscal year, it cannot guarantee that rebates will be available at a similar level or at all in future years.

 

NOTE 15 — SUBSEQUENT EVENTS

 

Under ASC 855-10, the Company has analyzed its operations subsequent to June 30, 2024. It has determined that it does not have any other material subsequent events to disclose in these unaudited condensed consolidated financial statements.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following information should be read in conjunction with the accompanying consolidated financial statements and the associated notes thereto of this Quarterly Report, the audited consolidated financial statements and the notes thereto, and our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K.

 

Cautionary Note About Forward-Looking Statements

 

This report includes forward-looking statements that, although based on assumptions that the Company considers reasonable, are subject to risks and uncertainties, which could cause actual events or conditions to differ materially from those currently anticipated, expressed, or implied by such forward-looking statements. You should read this report and the documents the Company references in this report and have filed as exhibits to this report entirely and understand that our actual future results may materially differ from what the Company expects. You should also review the factors and risks the Company describes in reports the Company will file or submit from time to time with the SEC after this report’s date. The Company qualifies all of our forward-looking statements with these cautionary statements.

 

Update on Geopolitical Conflicts and Climate Change

 

Geopolitical Risks:

 

During the quarter ending June 30, 2024, there were no significant developments in the Ukraine/Russia and Israel/Hamas conflicts that materially altered the previously disclosed risks in our Annual Report on Form 10-K for the fiscal year ending December 31, 2023, as filed with the SEC on April 3, 2024. The Company has no direct operations, revenue streams, or physical presence in these regions. The Company monitors the situation for potential indirect impacts on our global supply chain and business continuity, such as increased transportation costs or disruptions in our suppliers’ operations. Any material changes or updates will be promptly disclosed.

 

Climate Change Initiatives:

 

The Company is committed to addressing the challenges and opportunities climate change presents. While the direct financial impact of climate change on our operations has not been material in the most recent fiscal quarter, the Company plans to undertake significant efforts to improve sustainability and resilience in our operations. We have already begun enhancing energy efficiency across our facilities and are actively exploring renewable energy integration. Additionally, the Company is in the process of developing innovative solutions to reduce our carbon footprint, demonstrating our dedication to these goals.

 

Financial and Operational Impact:

 

During the quarter ending June 30, 2024, the Company experienced no material financial or operational impacts directly attributable to the geopolitical conflicts or climate change. The Company monitors these situations and may need to adjust operations and strategies to mitigate potential risks.

 

Outlook:

 

Vislink Technologies Inc. remains dedicated to navigating the complexities of the global geopolitical landscape and the evolving challenges of climate change. Our focus continues to be safeguarding operations, supporting customers, and delivering value to shareholders while upholding our commitment to corporate responsibility and environmental sustainability.

 

 

Overview

 

Vislink Technologies, Inc. is a global technology business that collects, delivers, and manages high-quality, live video and associated data from the action scene to the viewing screen. We provide solutions for collecting live news, sports, entertainment, and news events for the broadcast markets. We also provide surveillance and defense markets with real-time video intelligence solutions using various tailored transmission products. Our team also provides professional and technical services utilizing a staff of technology experts with decades of applied knowledge and real-world experience in terrestrial microwave, fiber optic, surveillance, and wireless communications systems, delivering a broad spectrum of customer solutions.

 

Live Broadcast:

 

We deliver an extensive portfolio of solutions for live news, sports, and entertainment industries. These solutions include video collection, transmission, management, and distribution via microwave, cellular, IP (Internet Protocol), MESH, and bonded cellular/5G networks. We also provide solutions utilizing AI (Artificial Intelligence) technologies to provide automated news and sporting events coverage. With over 50 years in operation, we have the expertise and technology portfolio to deliver fully integrated, seamless, end-to-end solutions encompassing hardware components, hosted systems management platforms, related software licenses, and ancillary support services.

 

Industry-wide contributors acknowledge our live broadcast solutions. Our equipment transmits most outside wireless broadcast video content, with over 200,000 systems installed worldwide. We work closely with the majority of the world’s broadcasters. Our wireless cameras and ultra-compact encoders help bring many of the world’s most prestigious sporting and entertainment events to life. Recent examples include globally watched international sporting contests, award shows, racing events, and annual music and cultural events.

 

Military and Government:

 

We have developed high-quality solutions to meet surveillance and defense markets’ operational and industry challenges based on our knowledge of live video delivery. Our solutions are designed specifically with interagency cooperation, utilizing the internationally recognized IP platform and a web interface for video delivery. We provide comprehensive video, audio, and data communications solutions to law enforcement and the public safety community, including Airborne, Unmanned Systems, Maritime, and Tactical Mobile Command Posts. These solutions may include:

 

	●	integrated suites of airborne downlink transmitters, receivers, and antenna systems
	●	data and video connectivity for airborne, marine, and ground assets
	●	UAV video distribution
	●	flexible support for COFDM and bonded cellular/5G Networks
	●	terrestrial point-to-point
	●	tactical mobile command
	●	IP-based, high-end encryption, full-duplex, real-time connectivity at extended operating ranges
	●	high-throughput air/marine/ground-to-anywhere uplink and downlink systems
	●	secure live streaming platforms for use in mobile and fixed assets, and
	●	personal portable products

 

Our public safety and surveillance solutions are deployed worldwide, including throughout the U.S., Europe, and the Middle East, at the local, regional, and federal levels of operation for criminal investigation, crisis management, mobile command posts, and field operations. These solutions are designed to meet the demands of field operations, command centers, and central receiving sites. Short-range and long-range solutions are available in areas including established infrastructure and exceptionally remote regions, making valuable video intelligence available regardless of location.

 

Connected Edge Solutions:

 

Mobile Viewpoint (MVP) offers hardware and software solutions needed to acquire, produce, contribute to, and deliver video across all private and public networks. Connected edge solutions aid the video transport concept of ubiquitous IP networks and cloud-scale computing across 5G, WiFi6, Mesh, and COFDM-enabled networks. These solutions include:

 

	●	live video encoding, stream adaptation, decoding, and production solutions,
	●	remote production workflows,
	●	wireless cameras,
	●	AI-driven automated production and
	●	the ability to contribute video over

 

	○	bonded cellular (3G and 4G)
	○	satellite,
	○	fiber, and
	○	emerging networks, including 5G and Starlink.

 

 

Results of Operations

 

Comparison for the six months ended June 30, 2024, and 2023

 

Revenue

 

In the three months ended June 30, 2024, our net revenue was $8.7 million compared to $5.0 million for the three months ended June 30, 2023, representing an increase of $3.7 million or 74%. In the six months ended June 30, 2024, our net revenue was $17.3 million compared to $12.2 million for the six months ended June 30, 2023, representing an increase of $5.1 million or 42%.

 

This growth is attributable to our expanded market reach, improved operational efficiencies, new product development, and the benefits of integrating the U.K. manufacturing operations into our U.S. facilities.

 

Cost of Revenue and Operating Expenses

 

Cost of Components and Personnel

 

In the three months ended June 30, 2024, the cost of components and personnel was $3.8 million compared to $2.4 million for the three months ended June 30, 2023, representing an increase of $1.4 million or 74%. In the six months ended June 30, 2024, the cost of components and personnel was $7.4 million compared to $5.7 million for the six months ended June 30, 2023, representing an increase of $1.7 million or 30%.

 

Our expanded market reach and new product development, have increased the cost of components and personnel, supporting the Company’s growth and operational strategy. This notable change reflects the Company’s strategic decisions and initiatives undertaken in previous periods, as well as the increase in revenue. In the latter half of 2022, the company discontinued several underperforming product lines. This decision allowed us to reallocate resources to more profitable and promising products, contributing to overall operational efficiency. Additionally, we relocated Vislink’s U.K. manufacturing division to the United States, aimed at consolidating our manufacturing operations, reducing logistics costs, and improving supply chain management. The increase in revenue has driven higher production demands, necessitating additional components and personnel to meet market needs. The expanded market reach and introduction of new products have also required investment in skilled labor and advanced components to maintain a competitive advantage and support our growth strategy.

 

General and Administrative Expenses

 

General and administrative expenses encompass the operational costs incurred in running the business daily, including salaries, benefits, stock-based compensation, payroll taxes, trade shows, marketing initiatives, promotional materials, professional services, facilities, general liability insurance, travel, and other expenses associated with maintaining public company status.

 

In the three months ending June 30, 2024, the general and administrative expenses were $5.9 million compared to $4.7 million for the three months ending June 30, 2023, representing an increase of $1.2 million or 26%. In the six months ending June 30, 2024, the general and administrative expenses were $11.2 million compared to $9.7 million for the six months ending June 30, 2023, representing an increase of $1.5 million or 15%.

 

The three-month increase of $1.1 million is predominantly due to $0.9 million in salaries and benefits, $0.3 million in commissions, and $0.2 million in computer expenses. The increase was offset by a decrease primarily attributed to $0.2 million each of taxes, licenses, and stock-based compensation.

 

The six-month increase of $1.4 million is primarily attributable to $1.0 million in salaries and benefits, $0.3 million in commissions, and $0.2 million in computer expenses, other external services, and director’s fees. The increase was offset by a decrease attributed to $0.6 million in stock-based compensation and $0.2 million in consulting fees.

 

Research and Development

 

Research and development expenses include salary and benefits, payroll taxes, prototype development, facility costs, and travel expenditures.

 

In the three months ending June 30, 2024, the research and development expenses were $1.0 million compared to $0.9 million for the three months ending June 30, 2023, representing an increase of $0.1 million or 11%. In the six months ending June 30, 2024, the research and development expenses were $1.8 million compared to $1.7 million for the six months ending June 30, 2023, representing an increase of $0.1 million or 6%.

 

 

Amortization and Depreciation

 

In the three months ending June 30, 2024, amortization and depreciation expenses remained consistent at $0.3 million, unchanged from the three months ending June 30, 2023. For the six months ended June 30, 2024, amortization and depreciation expenses increased slightly by $0.1 million to $0.7 million, compared to $0.6 million for the six months ended June 30, 2023.

 

This stability over the three-month period and the slight increase over the six-month period reflect minimal changes in the net book value of our intangible and fixed assets, as the Company does not regularly engage in material procurements of these assets.

 

Other

 

Dividend and Interest Income

 

In the three months ending June 30, 2024, dividend and interest income was $0.2 million, compared to $0.4 million for the three months ending June 30, 2023, representing an increase of $0.2 million or 50%. In the six months ending June 30, 2024, dividend and interest income were $0.3 million, compared to $0.6 million for the six months ending June 30, 2023, representing a decrease of $0.3 million or 50%.

 

The decrease in dividend and interest income is partly due to the redemption of government-backed bonds during the first quarter of 2024.

 

Net Loss

 

In the three months ending June 30, 2024, the Company had a net loss of $2.2 million compared to a net loss of $3.1 million in the three months ending June 30, 2023, or a decrease in a net loss of $0.8 million or 26%. The Company’s net loss for the six months ending June 30, 2024, was $3.4 million, compared to $4.9 million for the six months ending June 30, 2023, or a decrease in a net loss of $1.5 million or 31%.

 

The decrease in the net loss of $0.8 million for the three months ended June 30, 2024, was primarily the result of an increase in revenue of $3.7 million, offset by an increase in component and personal costs of $1.4 million, general and administrative expenses of $1.1 million.

 

The decrease in the net loss of $1.5 million for the six months ended June 30, 2024, was primarily the result of an increase in revenue of $5.1 million offset by an increase in cost of component and personal costs of $1.7 million and $1.4 million in general and administrative expenses.

 

This improvement is attributable to more efficient expense management, including renegotiating contracts with suppliers, optimizing our workforce, implementing cost-saving measures, and increasing revenue.

 

 

Liquidity and Capital Resources

 

For the six months ended June 30, 2024, the Company incurred an approximate $4.2 million loss from operations and $1.7 million of net cash used in operating activities. As of June 30, 2024, the Company had $29.0 million in working capital, $312.4 million in accumulated deficits, and $5.6 million in cash and cash equivalents.

 

During the first quarter of 2024, the Company invested approximately $0.9 million of its cash reserves in federal bonds intended to be held to maturity. No additional investments were made during the second quarter of 2024. As of June 30, 2024, the Company held investments in federal bonds valued at $5.9 million, intended to be held to maturity, primarily seeking to generate investment income.

 

Many factors may impact the Company’s liquidity requirements. These may include, but are not limited to, economic conditions, including inflation, foreign exchange, fluctuations, the markets in which we compete or wish to enter, strategic acquisitions, our market strategy, our research and development activities, regulatory matters, and technology and product innovations. The Company believes it will have sufficient funds to continue its operations for at least 12 months from the filing date of these financial statements.

 

Critical Accounting Policies

 

As of the date of the filing of this quarterly report, we believe there have been no material changes to our critical accounting policies during the six months ended June 30, 2024, compared to those disclosed in our Annual Report on Form 10-K. The location of additional information about these critical accounting policies is in the “Management’s Discussion & Analysis of Financial Condition and Results of Operations” section included in our Annual Report on Form 10-K.

 

Cash Flows

 

The following table sets forth the major components of our consolidated statements of cash flow data for the periods presented (in thousands).

 

		Six Month Ended
		June 30,
		2024				2023
Net cash used in operating activities		$	(1,694	)		$	(3,194	)
Net cash used in investment activities			(341	)			(11,184	)
Net cash used by financing activities			(114	)			(213	)
Effect of exchange rate changes on cash			(684	)			(63	)
Net (decrease) in cash		$	(2,833	)		$	(14,654	)

 

Operating Activities

 

Net cash used in operating activities of approximately $1.7 million during the six months ended June 30, 2024, was principally attributable to a net loss of $3.1 million; an increase in inventory of $1.0 million, accounts receivable of $.08 million, and operating lease liabilities of $0.3 million; and was principally offset by stock-based compensation and depreciation and amortization of $0.7 million each, inventory valuation adjustments of $0.4 million, an increase in accounts payable of $1.0 million, and deferred revenue and customer deposits of $0.8 million.

 

Net cash used in operating activities of approximately $3.2 million during the six months ended June 30, 2023, was principally attributable to a net loss of $4.8 million, $1.3 million of stock-based compensation, $0.6 million of depreciation and amortization, an increase in $1.2 million of inventory, $0.7 million of accounts payable, and $0.6 million of prepaid expenses and other current assets; offset by $0.4 million of bad debt recovery, decreases of $0.3 million of accounts receivable, and operating lease liabilities each.

 

Investing Activities

 

Net cash used by investing activities for the six months ended June 30, 2024, and 2023 were $0.3 million and $11.2 million, respectively. This cash was principally related to the Company’s investment in government-backed securities and money market funds and capital expenditures for furniture and computer equipment.

 

Financing Activities

 

Net cash used in financing activities of approximately $0.1 million and $0.2 million during the six months ended June 31, 2024, and 2023, respectively, was principally attributable to principal payments made towards D&O policy premiums.

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

As of June 30, 2024, there have been no material changes to the information related to quantitative and qualitative disclosures about the market risk provided in the Company’s Annual Report on Form 10-K.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. These controls and procedures also ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decision-making regarding required disclosures.

 

In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. We apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs.

 

As required by Rule 13a-15(b) of the Exchange Act, an evaluation as of June 30, 2024, was conducted under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of June 30, 2024, were not effective due to the material weakness described below.

 

Management’s Report on Internal Control Over Financial Reporting

 

As of the fiscal quarter ended June 30, 2024, our management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our internal control over financial reporting as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. In their assessment of the effectiveness of internal control over financial reporting as of June 30, 2024, our Chief Executive Officer and Chief Financial Officer concluded that such control was ineffective and that there continue to be control deficiencies that constituted material weaknesses because (i) we currently do not employ the appropriate number of accounting personnel to ensure (a) we maintain proper segregation of duties, and (b) conduct a tolerable risk assessment, and (ii) we have not adequately documented a complete assessment of the effectiveness of the design and operation of our internal control over financial reporting. Considering these material weaknesses, we performed additional procedures and analyses as deemed necessary to ensure that our financial statements were prepared following U.S. generally accepted accounting principles (“GAAP”).

 

Changes to Internal Control Over Financial Reporting

 

Although we have continued our remediation efforts in connection with identified material weaknesses, the material weakness, as discussed in our Annual Report on Form 10-K for the period ended December 31, 2023, has not been fully remediated. As we continue to remediate the material weakness in our internal controls, we have made changes during our most recently completed fiscal quarter to our internal controls, including changes to enhance the supervisory review of our accounting procedures.

 

Notwithstanding the continuing and un-remediated material weakness, management, including our Chief Executive Officer and Chief Financial Officer, believes that the unaudited condensed consolidated financial statements contained in this Quarterly Report fairly present, in all material respects, our financial condition, results of operations, and cash flows for the fiscal periods presented in this Quarterly Report in conformity with GAAP.

 

Except for the material weakness and remediation efforts, there was no change in our internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during the three months ended June 30, 2024, that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II: OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None

 

Item 1A. Risk Factors.

 

There have been no material changes from the risk factors disclosed in Item 1A of our Annual Report on Form 10-K.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

(a) Not applicable.

 

(b) Not applicable.

 

(c) Trading Plans.

 

During the quarter ended June 30, 2024, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K promulgated by the Securities and Exchange Commission).

 

 

Item 6. Exhibits.

 

Exhibit Number		Description of Exhibit
31.1*		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Schema
101.CAL		Inline XBRL Taxonomy Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Definition Linkbase
101.LAB		Inline XBRL Taxonomy Label Linkbase
101.PRE		Inline XBRL Taxonomy Presentation Linkbase
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	VISLINK TECHNOLOGIES, INC.
Date: August 14, 2024	By:	/s/ Carleton M. Miller
		Carleton M. Miller
		Chief Executive Officer
		(Duly Authorized Officer and Principal Executive Officer)
Date: August 14, 2024	By:	/s/ Michael C. Bond
		Michael C. Bond
		Chief Financial Officer
		(Duly Authorized Officer and Principal Financial Officer)

  

 

 

Exhibit 31.1

 

CERTIFICATION PURSUANT TO 18 USC. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Carleton M. Miller, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Vislink Technologies, Inc. (the “registrant”):

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures; and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report is any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 14, 2024	/s/ Carleton M. Miller
	Carleton M. Miller
	Chief Executive Officer

 

 

 

Exhibit 31.2

 

CERTIFICATION

OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Michael C. Bond, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Vislink Technologies, Inc. (the “registrant”):

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures; and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report is any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 14, 2024	/s/ Michael C. Bond
	Michael C. Bond
	Chief Financial Officer

 

 

 

Exhibit 32.1

 

CERTIFICATION

OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Vislink Technologies, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2024 (the “Report”), I, Carleton M. Miller, Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: August 14, 2024	/s/ Carleton M. Miller
	Carleton M. Miller
	Chief Executive Officer

 

A signed original of this written statement required by Section 906 or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

Exhibit 32.2

 

CERTIFICATION

OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Vislink Technologies, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2024 (the “Report”), I, Michael C. Bond, Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Date: August 14, 2024	/s/ Michael C. Bond
	Michael C. Bond
	Chief Financial Officer

 

A signed original of this written statement required by Section 906 or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

v3.24.2.u1

Cover - shares	6 Months Ended
	Jun. 30, 2024	Aug. 09, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-35988
Entity Registrant Name	Vislink Technologies, Inc.
Entity Central Index Key	0001565228
Entity Tax Identification Number	20-5856795
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	350 Clark Drive
Entity Address, Address Line Two	Suite 125
Entity Address, City or Town	Mt. Olive
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07828
City Area Code	(908)
Local Phone Number	852-3700
Title of 12(b) Security	Common stock par value $0.00001 per share
Trading Symbol	VISL
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		2,463,458

v3.24.2.u1

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 5,649,000	$ 8,482,000
Accounts receivable, net	9,517,000	8,680,000
Inventories, net	14,883,000	14,029,000
Investments held to maturity	5,886,000	5,731,000
Prepaid expenses and other current assets	2,295,000	1,560,000
Total current assets	38,230,000	38,482,000
Right of use assets, operating leases	995,000	742,000
Property and equipment, net	2,053,000	1,902,000
Intangible assets, net	3,292,000	3,866,000
Total assets	44,570,000	44,992,000
Current liabilities
Accounts payable	4,172,000	3,183,000
Accrued expenses	1,669,000	1,578,000
Notes payable	398,000
Operating lease obligations, current	744,000	463,000
Customer deposits and deferred revenue	2,261,000	1,490,000
Total current liabilities	9,244,000	6,714,000
Operating lease obligations, net of current portion	655,000	755,000
Deferred tax liabilities	436,000	546,000
Total liabilities	10,335,000	8,015,000
Commitments and contingencies (See Note 11)
Stockholders’ equity
Series A Preferred stock, $0.00001 par value per share: -0- shares authorized on June 30, 2024, and December 31, 2023, respectively; -0- shares issued and outstanding on June 30, 2024, and December 31, 2023, respectively.
Common stock, $0.00001 par value per share, 100,000,000 shares authorized on June 30, 2024, and December 31, 2023, respectively: Common stock, 2,452,482 and 2,439,923 were issued, and 2,452,349 and 2,439,790 were outstanding on June 30, 2024, and December 31, 2023, respectively.
Additional paid-in capital	348,349,000	347,507,000
Accumulated other comprehensive loss	(1,393,000)	(1,027,000)
Treasury stock, at cost – 133 shares as of June 30, 2024, and December 31, 2023, respectively	(277,000)	(277,000)
Accumulated deficit	(312,444,000)	(309,226,000)
Total stockholders’ equity	34,235,000	36,977,000
Total liabilities and stockholders’ equity	$ 44,570,000	$ 44,992,000

v3.24.2.u1

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	0	0
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	2,452,482	2,439,923
Common stock, shares outstanding	2,452,349	2,439,790
Treasury stock, shares	133	133

v3.24.2.u1

Condensed Consolidated Statements of Operations and Other Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenue, net	$ 8,702,000	$ 5,043,000	$ 17,300,000	$ 12,231,000
Cost of revenue and operating expenses
Cost of components and personnel	3,806,000	2,361,000	7,361,000	5,675,000
Inventory valuation adjustments	233,000	175,000	434,000	304,000
General and administrative expenses	5,918,000	4,679,000	11,212,000	9,707,000
Research and development expenses	966,000	908,000	1,765,000	1,675,000
Depreciation and amortization	343,000	304,000	690,000	602,000
Total cost of revenue and operating expenses	11,266,000	8,427,000	21,462,000	17,963,000
Loss from operations	(2,564,000)	(3,384,000)	(4,162,000)	(5,732,000)
Other income (expense)
Unrealized gain (loss) on investments held to maturity	82,000	(35,000)	145,000	(63,000)
Other income (loss)	(1,000)	(11,000)	374,000	330,000
Dividend income	72,000	128,000	138,000	219,000
Interest income, net	87,000	220,000	178,000	353,000
Total other income	240,000	302,000	835,000	839,000
Net loss before income taxes	(2,324,000)	(3,082,000)	(3,327,000)	(4,893,000)
Income taxes
Deferred tax benefits	54,000	54,000	109,000	109,000
Net loss	$ (2,270,000)	$ (3,028,000)	$ (3,218,000)	$ (4,784,000)
Basic loss per share	$ (0.93)	$ (1.27)	$ (1.31)	$ (2.02)
Diluted loss per share	$ (0.93)	$ (1.27)	$ (1.31)	$ (2.02)
Weighted average number of shares outstanding:
Basic	2,452	2,377	2,448	2,374
Diluted	2,452	2,377	2,448	2,374
Comprehensive loss:
Net loss	$ (2,270,000)	$ (3,028,000)	$ (3,218,000)	$ (4,784,000)
Unrealized gain (loss) on currency translation adjustment	(156,000)	145,000	(366,000)	300,000
Comprehensive loss	$ (2,426,000)	$ (2,883,000)	$ (3,584,000)	$ (4,484,000)

v3.24.2.u1

Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($)		Preferred Stock [Member] Series A Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Treasury Stock, Common [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	[1]			$ 345,365,000	$ (1,337,000)	$ (277,000)	$ (300,099,000)	$ 43,652,000
Balance, shares at Dec. 31, 2022	[1]	47,419	2,367,362
Net loss							(4,784,000)	(4,784,000)
Unrealized gain on currency translation adjustment					300,000			300,000
Issuance of common stock in connection with:
Compensation awards for services previously accrued				200,000				200,000
Stock-based compensation				1,257,000				1,257,000
Compensation awards for services previously accrued, shares			10,000
Elimination of Series A Preferred Stock
Elimination of Series A Preferred Stock, shares		(47,419)
Balance at Jun. 30, 2023				346,822,000	(1,037,000)	(277,000)	(304,883,000)	40,625,000
Balance, shares at Jun. 30, 2023			2,377,362
Balance at Mar. 31, 2023	[1]			346,486,000	(1,182,000)	(277,000)	(301,855,000)	43,172,000
Balance, shares at Mar. 31, 2023	[1]		2,377,362
Net loss							(3,028,000)	(3,028,000)
Unrealized gain on currency translation adjustment					145,000			145,000
Issuance of common stock in connection with:
Stock-based compensation				336,000				336,000
Balance at Jun. 30, 2023				346,822,000	(1,037,000)	(277,000)	(304,883,000)	40,625,000
Balance, shares at Jun. 30, 2023			2,377,362
Balance at Dec. 31, 2023				347,507,000	(1,027,000)	(277,000)	(309,226,000)	36,977,000
Balance, shares at Dec. 31, 2023			2,439,923
Net loss							(3,218,000)	(3,218,000)
Unrealized gain on currency translation adjustment					(366,000)			(366,000)
Issuance of common stock in connection with:
Compensation awards for services previously accrued				160,000				160,000
Satisfaction with the conversion of restricted stock unit awards
Stock-based compensation				682,000				682,000
Compensation awards for services previously accrued, shares			8,000
Satisfaction with the conversion of restricted stock unit awards, shares			4,559
Balance at Jun. 30, 2024				348,349,000	(1,393,000)	(277,000)	(312,444,000)	34,235,000
Balance, shares at Jun. 30, 2024			2,452,482
Balance at Mar. 31, 2024				348,131,000	(1,237,000)	(277,000)	(310,174,000)	36,443,000
Balance, shares at Mar. 31, 2024			2,452,482
Net loss							(2,270,000)	(2,270,000)
Unrealized gain on currency translation adjustment					(156,000)			(156,000)
Issuance of common stock in connection with:
Compensation awards for services previously accrued
Satisfaction with the conversion of restricted stock unit awards
Stock-based compensation				218,000				218,000
Balance at Jun. 30, 2024				$ 348,349,000	$ (1,393,000)	$ (277,000)	$ (312,444,000)	$ 34,235,000
Balance, shares at Jun. 30, 2024			2,452,482
[1] In connection with the reverse stock split implemented by the Company on May 1, 2023, the Company’s stock transfer agent calculated a de minimus adjustment to the opening quantity of shares issued.

v3.24.2.u1

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows used in operating activities
Net loss	$ (3,218,000)	$ (4,784,000)
Adjustments to reconcile net loss to net cash used in operating activities
Gain on settlement of debt
Deferred tax benefits	(109,000)	(109,000)
Unrealized (gain) loss on the fair value of investments in bonds held to maturity	(145,000)	63,000
Accretion of bond discount	(10,000)	(137,000)
Stock-based compensation	682,000	1,257,000
Stock issuance commitments
Provision for bad debt	104,000	38,000
Recovery of bad debt	(68,000)	(6,000)
Inventory valuation adjustments	434,000	304,000
Amortization of right-of-use assets, operating assets	229,000	135,000
Depreciation and amortization	690,000	602,000
Changes in assets and liabilities
Accounts receivable	(784,000)	323,000
Inventories	(978,000)	(1,196,000)
Prepaid expenses and other current assets	(229,000)	(619,000)
Accounts payable	988,000	708,000
Accrued expenses	92,000	68,000
Accrued director’s compensation	160,000
Operating lease obligations	(303,000)	(222,000)
Customer deposits and deferred revenue	771,000	381,000
Net cash used in operating activities	(1,694,000)	(3,194,000)
Cash flows used in investing activities
Cash used for investments held to maturity	(949,000)	(10,763,000)
Proceeds from bond redemption	950,000
Cash used for property and equipment	(342,000)	(421,000)
Net cash used in investing activities	(341,000)	(11,184,000)
Cash flows used in financing activities
Principal payments made on notes payable	(114,000)	(213,000)
Net cash used in financing activities	(114,000)	(213,000)
Effect of exchange rate changes on cash	(684,000)	(63,000)
Net decrease in cash and cash equivalents	(2,833,000)	(14,654,000)
Cash and cash equivalents, beginning of the period	8,482,000	25,627,000
Cash and cash equivalents, end of the period	5,649,000	10,973,000
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	6,000	6,000
Supplemental disclosure of non-cash information:
Notes payable	510,000	523,000
Common stock issued in connection with:
Compensation awards previously accrued	160,000	200,000
ROU assets and operating lease obligations recognized (Note 8):
Operating lease assets recognized	484,000
Less: non-cash changes to operating lease assets amortization	(229,000)	(135,000)
ROU assets and operating lease obligations recognized	255,000	(135,000)
Operating lease liabilities recognized	484,000
Less: non-cash changes to operating lease liabilities accretion	(303,000)	(222,000)
Operating lease liabilities recognized	$ 181,000	$ (222,000)

v3.24.2.u1

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (2,270)	$ (3,028)	$ (3,218)	$ (4,784)

v3.24.2.u1

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

v3.24.2.u1

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Nature of Operations   Vislink Technologies, Inc., incorporated in Delaware in 2006, is a global technology business that collects, delivers, and manages high-quality, live video and associated data from the action scene to the viewing screen. We provide solutions for collecting live news, sports, entertainment, and news events for the broadcast markets and surveillance and defense markets with real-time video intelligence solutions using various tailored transmission products. Our team also provides professional and technical services utilizing a staff of technology experts with decades of applied knowledge and real-world experience in terrestrial microwave, fiber optic, surveillance, and wireless communications systems, delivering a broad spectrum of customer solutions.   Basis of Presentation   The accompanying unaudited condensed consolidated interim financial statements, along with the notes herein, are intended to be reviewed in conjunction with Vislink Technologies, Inc.’s audited consolidated financial statements and the accompanying notes as detailed in the 2023 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2024 (the “Annual Report on Form 10-K”). The condensed consolidated balance sheet, as of December 31, 2023, originates from these audited statements without complete footnote disclosures typically found in audited annual statements. These unaudited condensed consolidated financial statements have been prepared to include all necessary adjustments, solely of a routine recurring nature, deemed essential for a fair presentation of the Company’s financial standing as of June 30, 2024, along with our results of operations for the three and six months ending on June 30 for both 2024 and 2023, and the cash flows for these periods. However, the results and position as of June 30, 2024, may not be indicative of our full-year 2024 financial condition and operating results.   Given the interim nature of this 10-Q report, the detail and scope of accounting policies outlined here are less comprehensive than those found in the Annual Report on Form 10-K. Investors are encouraged to refer to NOTE 3 —SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES in the audited consolidated financial statements within the Annual Report on Form 10-K.   Principles of Consolidation   The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America or (“U.S. GAAP”) as found in the Accounting Standards Codification (“ASC”), the Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”) and the rules and regulations of the SEC. The accompanying unaudited condensed consolidated financial statements include the Company’s accounts and wholly-owned subsidiaries. We have eliminated all intercompany accounts and transactions upon consolidating our subsidiaries.   Segment Reporting   In accordance with the Financial Accounting Standards Board’s (FASB) mandate, Vislink Technologies, Inc. adopted Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280), effective January 1, 2024. Initially issued by FASB in February 2023, this update revises the reporting requirements for operating segments of public entities to enhance the transparency and utility of segment reporting.   Prior to this date, as disclosed in our Annual Report on Form 10-K, we had not yet formally adopted ASU 2023-07, which became mandatory for public entities in reporting periods beginning after December 15, 2023. We have concluded that we operate our company as a single reporting segment, and due to this structure, we believe we are only required to report in a single segment by ASU 2023-07. Accordingly, we believe the adoption of ASU 2023-07 has not significantly impacted our financial statements.     VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)   Use of Estimates   Preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities in the unaudited condensed consolidated financial statements. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include the useful lives of property, plant, and equipment, the useful lives of right-of-use assets, the useful lives of intangible assets, impairment of long-lived assets, allowance for accounts receivable doubtful accounts, allowance for inventory obsolescence reserve, allowance for deferred tax assets, valuation of warranty reserves, contingent consideration liabilities, and the accrual of potential liabilities. These estimates also affect the reported revenues and expenses during the reporting periods. Actual results could differ from estimates, and any such differences may be material to our financial statements.   Recently Issued Accounting Principles   Recent Accounting Pronouncements   Other recent accounting standards issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

v3.24.2.u1

LIQUIDITY AND FINANCIAL CONDITION	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
LIQUIDITY AND FINANCIAL CONDITION	NOTE 2 — LIQUIDITY AND FINANCIAL CONDITION   For the six months ended June 30, 2024, the Company incurred an approximate $4.2 million loss from operations and $1.7 million of cash used in operating activities. As of June 30, 2024, the Company had $29.0 million in working capital, $312.4 million in accumulated deficits, and $5.6 million in cash and cash equivalents.   During the first quarter of 2024, the Company invested approximately $0.9 million of its cash reserves in federal bonds intended to be held to maturity. No additional investments were made during the second quarter of 2024. As of June 30, 2024, the Company held investments in federal bonds valued at $5.9 million, intended to be held to maturity, primarily seeking to generate investment income.   Many factors may impact the Company’s liquidity requirements. These may include, but are not limited to, economic conditions, including inflation, foreign exchange, fluctuations, the markets in which we compete or wish to enter, strategic acquisitions, our market strategy, our research and development activities, regulatory matters, and technology and product innovations. The Company believes it will have sufficient funds to continue its operations for at least 12 months from the filing date of these financial statements.

v3.24.2.u1

LOSS PER SHARE	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
LOSS PER SHARE	NOTE 3 — LOSS PER SHARE   The following table illustrates the anti-dilutive potential common stock equivalents excluded from the calculation of loss per share (in thousands):   SCHEDULE OF ANTI-DILUTIVE POTENTIAL COMMON STOCK EQUIVALENTS EXCLUDE FROM CALCULATION OF LOSS PER SHARE     2024     2023       Six Months Ended       June 30,       2024     2023   Anti-dilutive potential common stock equivalents excluded from the calculation of loss per share:                 Stock options     74       85   Warrants     455       456   Total     529       541       VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

v3.24.2.u1

FOREIGN CURRENCY AND OTHER COMPREHENSIVE (GAINS) LOSSES	6 Months Ended
	Jun. 30, 2024
Foreign Currency [Abstract]
FOREIGN CURRENCY AND OTHER COMPREHENSIVE (GAINS) LOSSES	NOTE 4 — FOREIGN CURRENCY AND OTHER COMPREHENSIVE (GAINS) LOSSES   The Company has recognized foreign exchange gains and losses and changes in accumulated comprehensive income approximately as follows:   SCHEDULE OF FOREIGN EXCHANGE AND CHANGE IN ACCUMULATED COMPREHENSIVE INCOME     2024     2023     2024     2023       Three months ended     Six months ended       June 30,     June 30,       2024     2023     2024     2023   Net foreign exchange transactions:                                 (Gains) Losses   $ 16,000     $ 41,000     $ 30,000     $ (3,000 ) Accumulated comprehensive income:                                 Unrealized (gains) losses on currency translation adjustment   $ 156,000     $ (145,000 )    $ 366,000     $ (300,000 )   Amounts were converted from British Pounds to U.S. Dollars and Euros to British Pounds using the following exchange rates:     ● As of June 30, 2024 – £1.263870 to $1.00; and €1.070310 to $1.00         ● The average exchange rate for the six months ended June 30, 2024 – £1.264895 to $1.00; and €1.081211 to $1.00         ● As of June 30, 2023 – £1.266150 to $1.00; and €1.088440 to $1.00         ● The average exchange rate for the six months ended June 30, 2023 – £1.233240 to $1.00; and €1.080655 to $1.00

v3.24.2.u1

CASH AND CASH EQUIVALENTS	6 Months Ended
	Jun. 30, 2024
Cash and Cash Equivalents [Abstract]
CASH AND CASH EQUIVALENTS	NOTE 5 — CASH AND CASH EQUIVALENTS   The Company considers all highly liquid investments with an original maturity of six months or less at the time of purchase to be cash equivalents. Cash equivalents consist of unrestricted funds invested in a money market mutual fund. The following table illustrates the Company’s cash and cash equivalents:   SCHEDULE OF CASH AND CASH EQUIVALENTS     June 30, 2024     December 31, 2023   Cash on hand   $ 1,706,000     $ 1,776,000   Federally insured money market mutual funds     3,943,000       6,706,000   Total cash and cash equivalents   $ 5,649,000     $ 8,482,000

v3.24.2.u1

INVESTMENTS	6 Months Ended
	Jun. 30, 2024
Investments, All Other Investments [Abstract]
INVESTMENTS	NOTE 6 — INVESTMENTS   The Company identified the following active debt security investment transactions:     ● On February 28, 2023, the Company purchased a bond, “Federal National Mortgage Association,” with a face and par value of $950,000, which matured February 28, 2024, at an interest rate of 5.07%, totaling $950,000. The bond was redeemed at face value on February 29, 2024.         ● On October 11, 2023, the Company purchased a bond, “HSBC USA INC CP,” with a face value of $5,000,000, maturing October 11, 2024, at a 6.262291% interest rate, and a cash payment of approximately $4,711,000. The value on June 30, 2024, was $4,920,000.         ● On February 27, 2024, the Company acquired the “HSBC USA INC CP” bond with a face value of $1,000,000 and a maturity date of February 12, 2025, at an interest rate of 5.48% and a cash outlay of approximately $949,400. As of June 30, 2024, the fair value of this bond was $966,000.     VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   NOTE 6 — INVESTMENTS (continued)   The Company’s investments held to maturity are as follows as of June 30, 2024:   SCHEDULE OF INVESTMENTS HELD TO MATURITY     Amortized Cost     Unrealized Gains     Unrealized Losses     Fair Value                                     Federal Bonds   $ 5,673,000     $ 213,000     $      —     $ 5,886,000     The Company has determined the fair value of its investments held to maturity based on Level 2 input as of June 30, 2024   SCHEDULE OF FAIR VALUE OF ITS INVESTMENTS     Quoted Prices in Active Markets of Identical Assets/Liabilities (Level 1)     Significant Other Observable Inputs  (Level 2)     Significant Unobservable Inputs (Level 3)     Total                                     Federal Bonds   $        —     $ 5,886,000     $        —     $ 5,886,000

v3.24.2.u1

INTANGIBLE ASSETS	6 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 7 — INTANGIBLE ASSETS   The Company continuously monitors operating results, events, and circumstances that may indicate potential impairment of intangible assets. Management concluded that no triggering events occurred during the six months ending on June 30, 2024.   The following table illustrates finite intangible assets as of June 30, 2024:   SCHEDULE OF INTANGIBLE ASSETS     Proprietary Technology     Patents and Licenses     Trade Names & Technology     Customer Relationships                   Accumulated           Accumulated           Accumulated           Accumulated             Cost     Amortization     Cost     Amortization     Cost     Amortization     Cost     Amortization     Net                                                           Balance, January 1, 2024   $ 2,132,000     $ (1,408,000 )   $ 12,378,000     $ (12,378,000 )   $ 2,251,000     $ (1,327,000 )   $ 5,591,000     $ (3,373,000 )   $ 3,866,000   Amortization     —       (295,000 )     —       —       —       (69,000 )     —       (210,000 )     (574,000 ) Balance, June 30, 2024   $ 2,132,000     $ (1,703,000 )   $ 12,378,000     $ (12,378,000 )   $ 2,251,000     $ (1,396,000 )   $ 5,591,000     $ (3,583,000 )   $ 3,292,000     The Company’s groups of intangible assets consist primarily of:   Proprietary Technology:   Generally, the Company amortizes proprietary technology over 3 to 5 years. Mobile Viewpoint (“MVP”) uses wireless multiplex transmitters and artificial intelligence internally to produce and sell products and services to customers.   Patents and Licenses:   Patents and licenses filed by the Company are amortized for 18.5 to 20 years. The amortization of the costs associated with provisional patents and pending applications begins after successful review and filing.   Trade Name, Technology, and Customer Relationships:   Other intangible assets are amortized for 3 to 15 years. Integrated Microwave Technology (“IMT”), Vislink, MVP, and BMS assets acquisitions contributed to developing these intangible assets, including trade names, technology, and customer lists.     VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   NOTE 7 — INTANGIBLE ASSETS (continued)   The Company has recognized net capitalized intangible costs as follows:   SCHEDULE OF CAPITALIZED INTANGIBLE COSTS     June 30,     December 31,       2024     2023   Proprietary Technology   $ 431,000     $ 726,000   Trade Names and Technology     854,000       922,000   Customer Relationships     2,007,000       2,218,000   Net capitalized intangible costs   $ 3,292,000     $ 3,866,000     The Company has recognized the amortization of intangible assets as follows:   SCHEDULE OF AMORTIZATION OF INTANGIBLE ASSETS     2024     2023     2024     2023       Three Months Ended     Six Months Ended       June 30,     June 30,       2024     2023     2024     2023   Proprietary Technology   $ 147,000     $ 148,000     $ 295,000     $ 294,000   Trade Names and Technology     35,000       34,000       69,000       69,000   Customer Relationships     105,000       64,000       210,000       127,000   Amortization of intangible assets   $ 287,000     $ 246,000     $ 574,000     $ 490,000     The weighted average remaining life of the amortization of the Company’s intangible assets is approximately 4.9 years as of June 30, 2024. The following table represents the estimated amortization expense for total intangible assets for the succeeding five years:   SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE FOR INTANGIBLE ASSETS Period ending June 30,       2025   $ 749,000   2026     710,000   2027     384,000   2028     288,000   2029     288,000   Thereafter     873,000   Intangible assets, estimated amortization expense   $ 3,292,000     The Company continuously monitors intangible assets for potential impairments based on operating results, events, and circumstances. As of June 30, 2024, management identified no triggering events.

v3.24.2.u1

LEASES	6 Months Ended
	Jun. 30, 2024
Leases [Abstract]
LEASES	NOTE 8 — LEASES   In addition to leasing office spaces, operational sites, and storage facilities, the Company also rents warehouse facilities internationally and within the country. As of June 30, 2024, these operating leases feature a variety of terms and conditions, with lease lengths ranging from one to four years. Certain leases contain clauses for rent increases and concessions, which result in higher rental payments during the final years of the lease term. These agreements are recognized using the straight-line method over the lease’s minimum duration.   During those periods, there were no significant adjustments to the straight-line rental expenses. Most costs accounted for in each period were reflected in the cash spent on operating activities, mainly covering payments for the basic rent of offices and warehouses. Additionally, we can renew certain leases at various intervals, though we are not obligated to do so. Expenses associated with short-term leases, taxes, and variable service fees were minimal.   As of June 30, 2024, the Company reported Right-of-Use (ROU) assets totaling approximately $1.0 million on the balance sheet net of $1.7 million in accumulated amortization. In addition, the Company recognized operating lease liabilities of approximately $1.4 million, allocating $0.7 million as current and $0.7 million as non-current, as noted on the balance sheet. The weighted average lease term remaining as of June 30, 2024, was 2.0 years, with leases expiring between January 2025 and May 2027, and the weighted average discount rate was 8.9% as of June 30, 2024.     VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   NOTE 8 — LEASES (continued)   Poway, CA Lease Renewal   On February 12, 2024, Vislink Poway, LLC signed a renewal agreement with CPI Apartment Fund 10 LLC for the premises at 13475 Danielson Street, Suite 100, 130, and 160, Poway, California. The renewal term is set for one year and ten and one-half months, commencing on March 14, 2024, and ending on January 31, 2026. The base rent for the renewal period was established at $22,926 per month. The lease renewal recognized a liability and corresponding ROU assets of approximately $484,000 in Vislink’s financial statements for the quarter ending June 30, 2024, under ASC 842-20-25-1.   The following table illustrates operating lease data for the three and six months ending June 30, 2024, and 2023:  SCHEDULE OF OPERATING LEASE DATA     2024     2023     2024     2023       Three Months Ended     Six Months Ended       June 30,     June 30,       2024     2023     2024     2023   Lease cost:                                 Operating lease cost   $ 173,000     $ 103,000     $ 292,000     $ 206,000   Short-term lease cost     9,000       10,000       83,000       20,000   Total lease cost   $ 182,000     $ 113,000     $ 375,000     $ 226,000   Cash paid for lease liabilities:                                 Cash flows from operating leases                   $ 358,000     $ 325,000   Right of use assets obtained in exchange for new operating lease liabilities                   $ 484,000     $ —                                     Weighted-average remaining lease term—operating leases                     2.0 years         3.1 years                                     Weighted-average discount rate—operating leases                     8.9 %     9.5 %   The following table illustrates the maturities of our operating lease liabilities as of June 30, 2024:  SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES     Amount           2025   $ 837,000   2026     512,000   2027     185,000   2028     —   2029     —   Thereafter     —   Total lease payments     1,534,000   Less: imputed interest     135,000   Present value of lease liabilities     1,399,000   Less: Current lease liabilities     744,000   Non-current lease liabilities   $ 655,000     The following table outlines the locations and lease termination dates for the Company’s ROU assets under operating leases for the years 2025 to 2027:  SCHEDULE OF LEASE OBLIGATIONS ASSUMED Location   Square Footage     Lease-End Date   Approximate Future Payments   Colchester, U.K. – Waterside House     13,223     Dec     2025     $ 372,000   Lutton, U.K.     600     Jan     2025       17,000   Billerica, MA     2,000     Dec     2026       266,000   Mount Olive, NJ     7,979     May     2027       404,000   Trivex, Singapore     950     Aug     2025       41,000   Poway, CA     11,715     Jan     2026       434,000       VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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STOCKHOLDERS’ EQUITY	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 9— STOCKHOLDERS’ EQUITY   Preferred stock   On March 22, 2023, the Company’s Board of Directors approved a resolution to eliminate the Company’s Certificate of Designation, Preferences, and Rights (the “Certificate of Elimination”) of the Series A Preferred Stock, par value of $0.00001 per share (the “Series A Preferred Stock”), which was filed with the Secretary of State of the State of Delaware on November 9, 2022.   Upon the effective filing of the Certificate of Elimination, the shares previously designated under the certificate of designation as Series A Preferred Stock shall resume the status of authorized but unissued shares of the Company’s preferred stock. As of June 30, 2024, -0- shares are authorized, and no Series A Preferred Stock was issued or outstanding.   Common stock   Other common stock activity   During the six months that ended June 30, 2024, the Company has:     ● Issued 8,000 shares of common stock to specific board members as part of a commitment agreement valued at $160,000 (the common stock’s value was determined on the agreement’s original date);         ● Issued 4,559 shares of common stock in satisfaction of the conversion of restricted stock unit awards and         ● Recognized approximately $682,000 of stock-based compensation costs associated with outstanding stock options in general and administrative expenses offsetting additional capital investments.   Common stock warrants   As of June 30, 2024, warrants to purchase 1,500 shares of common stock expired. On June 30, 2024, warrants to purchase 454,580 shares of common stock were outstanding and exercisable; the weighted average exercise price of warrants outstanding is $65.00, with a weighted average remaining contractual life of 1.6 years. These outstanding warrants did not have an intrinsic value as of June 30, 2024.

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STOCK-BASED COMPENSATION	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	NOTE 10 — STOCK-BASED COMPENSATION   Inducement Awards:   The Company grants time-vested and performance-based stock options under inducement awards, consistent with NASDAQ Listing Rule 5653(c)(4). These inducement awards, granted outside of our existing equity compensation plans, are designed to reward employees for their commitment and performance toward achieving our strategic goals.   Time-based and Performance-based Inducement Stock Option Awards   The Company’s inducement stock option awards are generally granted with vesting terms based on time or performance-based criteria. Performance-based awards are tied to achieving specific financial metrics, aligning employee rewards with the Company’s success. The Company granted time-vested stock options and performance-based stock options to various employees in connection with their employment agreements. The ten-year, non-statutory time-vested, and performance-based option inducement awards were granted under the NASDAQ Listing Rule 5653(c)(4) outside of the Company’s existing equity compensation plans (all subject to continued employment).     VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   NOTE 10 — STOCK-BASED COMPENSATION (continued)   Inducement Awards (continued):   Time-based and Performance-Based Inducement Restricted Stock Unit Awards   The Company’s inducement-restricted stock units (“RSUs”) are generally granted with vesting terms based on time or performance-based criteria. Performance-based RSUs are tied to achieving specific financial metrics and aligning employee rewards with the Company’s success.   The Company granted awards under the amended plan for time-based RSUs to various employees subject to continued employment. The RSUs initially vest between 25% and 33% on their one-year anniversary dates and will vest between 24 and 36 equal monthly periods thereafter. Additionally, the Company granted awards under the amended plan for performance-based restricted stock units subject to performance vesting conditions and continued employment. The RSUs will vest in three equal tranches upon reaching performance conditions for each tranche.   2023 Omnibus Equity Incentive Plan   The Company received stockholder approval on August 23, 2023, to adopt the 2023 Omnibus Equity Incentive Plan (the “2023 Plan”), which will enable it to continue to grant equity-based compensation awards under a shareholder-approved plan to employees (including officers), non-employee consultants, non-employee directors, and affiliates. The 2023 Plan replaces the 2015 Incentive Compensation Plan, 2016 Incentive Compensation Plan, and 2017 Incentive Compensation Plan. The Company has ceased granting awards under the 2015 Incentive Compensation Plan, 2016 Incentive Compensation Plan, and 2017 Incentive Compensation Plan. The Company reserves 166,415 shares of its common stock for delivery under the 2023 Plan. The 2023 Plan rewards eligible participants for contributing to the Company’s success and encourages retaining and recruiting qualified personnel. The Company’s Board of Directors and Compensation Committee will administer the 2023 Plan.   The 2023 Plan generally grants awards without consideration other than prior and future service. The Company’s compensation committee may grant awards under the 2023 Plan either alone or in addition to, in tandem with, or as a substitute for any other award granted under the 2023 Plan or other company plans. It is important to note, however, that if a SAR is granted in conjunction with an ISO, the grant date and term of the SAR and ISO must be the same, and the exercise price of the SAR cannot be lower than the exercise price of the ISO. A written award agreement between us and the grantee will outline the material terms of the award.   Summary of stock-based compensation for all equity award plans   The table below shows stock-based compensation expenses, included in general and administrative expenses, under the following plans.  SCHEDULE OF STOCK BASED COMPENSATION EXPENSE   2024     2023     2024     2023       Three months ended     Six months ended       June 30,     June 30,     2024     2023     2024     2023   Equity-based plans:                         Time-vested option inducement awards   $ 101,000     $ 37,000     $ 113,000     $ 107000   Time-based restricted stock awards     117,000       299,000       569,000       1,150000   Stock-based compensation expense   $ 218,000     $ 336,000     $ 682,000     $ 1,257,000       VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 11 — COMMITMENTS AND CONTINGENCIES   Pension:   The Company may make a matching contribution to its employees’ 401(k) plan. Furthermore, Vislink operates a Group Personal Plan through its U.K. subsidiary, investing funds with Royal London. Employees of the Company in the United Kingdom are entitled to participate in the Company’s employee benefit plan, to which varying amounts are contributed according to their status. Additionally, the Company operates a stakeholder pension plan in the United Kingdom.   The table below represents the Company’s matching contributions as follows:  SCHEDULE OF MATCHING CONTRIBUTIONS     Three months ended     Six months ended       June 30,     June 30,       2024     2023     2024     2023   Company matching contributions - Group Personal Pension Plan   $ 30,000     $ 35,000     $ 65,000     $ 68,000

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CONCENTRATIONS	6 Months Ended
	Jun. 30, 2024
Risks and Uncertainties [Abstract]
CONCENTRATIONS	NOTE 12 — CONCENTRATIONS   Customer concentration risk   During the three months ending June 30, 2024, the Company observed sales to two customers amounting to $1,341,000 (15%) and $1,062,000 (12%), respectively, representing more than 10% of its sales. During the six months ending June 30, 2024, the Company observed that no single customer sales represented more than 10% of the Company’s consolidated sales. In the three and six months ended June 30, 2023, no customers exceeded 10 % of the Company’s consolidated sales.   As of June 30, 2024, two customers owed the Company approximately $1,060,000 and $1,058,000, respectively, each representing 11% each of its consolidated net receivables. Two customers owed the Company approximately $925,000 and $688,000, respectively, representing 16% and 12% of its consolidated net receivables on June 30, 2023.   Vendor concentration risk   In the three months ending June 30, 2024, purchases from one vendor amounted to $984,000 (25%) exceeding 10% of the Company’s consolidated inventory purchases. In the six months ending June 30, 2024, two vendors met the criteria beyond 10% of the Company’s consolidated inventory purchases of approximately $1,792,000 (25%) and $741,000 (10%), respectively, each representing 10% each of the Company’s consolidated inventory purchases, respectively.   In the three months ending June 30, 2023, two vendors exceeded 10% of the Company’s consolidated purchases with approximately $465,000 and $323,000, respectively, representing 15% and 10% of the Company’s consolidated inventory purchases. In the six months ending June 30, 2023, two vendors met the criteria beyond 10% of the Company’s consolidated inventory purchases of approximately $595,000 and $587,000, respectively, each representing 10% each of the Company’s consolidated inventory purchases, respectively.   As of June 30, 2024, one vendor exceeded 10% of the Company’s consolidated accounts payable of approximately $938,000 (22%). As of June 30, 2023, one vendor exceeded 10% of the Company’s consolidated accounts payable of approximately $610,000 (18%).     VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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REVENUE	6 Months Ended
	Jun. 30, 2024
Revenue from Contract with Customer [Abstract]
REVENUE	NOTE 13 – REVENUE   The Company has one operating segment, and the decision-making group is the senior executive management team. In the following table, the Company disaggregated revenue by the Company’s primary geographical markets and revenue sources:  SCHEDULE OF DISAGGREGATION OF REVENUE     Three months Ended     Six months Ended       June 30,     June 30,       2024     2023     2024     2023   Primary geographical markets:                                 North America   $ 4,013,000     $ 1,721,000     $ 7,785,000     $ 4,888,000   South America     2,000       38,000       18,000       227,000   Europe     2,503,000       1,593,000       4,880,000       3,436,000   Asia     404,000       1,305,000       1,109,000       2,024,000   Rest of World     1,780,000       386,000       3,508,000       1,656,000       $ 8,702,000     $ 5,043,000     $ 17,300,000     $ 12,231,000   Primary revenue source:                                 Equipment sales   $ 8,097,000     $ 4,279,000     $ 15,460,000     $ 10,673,000   Installation, integration, and repairs     225,000       263,000       1,109,000       749,000   Warranties     380,000       501,000       731,000       809,000       $ 8,702,000     $ 5,043,000     $ 17,300,000     $ 12,231,000   Long-Lived Assets:                                 United States                   $ 3,293,000     $ 2,174,000   Netherlands                     24,000       23,000   United Kingdom                     3,023,000       4,397,000                       $ 6,340,000     $ 6,594,000

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REBATES	6 Months Ended
	Jun. 30, 2024
Rebates
REBATES	NOTE 14 — REBATES   The Company has been applying for tax rebates related to the research costs incurred by our U.K. subsidiary. During the six months ended June 30, 2024, the Company recognized $374,000 in tax rebates as other income. For the same period in 2023, the recognized amount was $329,000.   While the Company plans to continue filing rebate forms for the 2024 fiscal year, it cannot guarantee that rebates will be available at a similar level or at all in future years.

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SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 15 — SUBSEQUENT EVENTS   Under ASC 855-10, the Company has analyzed its operations subsequent to June 30, 2024. It has determined that it does not have any other material subsequent events to disclose in these unaudited condensed consolidated financial statements.

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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations	Nature of Operations   Vislink Technologies, Inc., incorporated in Delaware in 2006, is a global technology business that collects, delivers, and manages high-quality, live video and associated data from the action scene to the viewing screen. We provide solutions for collecting live news, sports, entertainment, and news events for the broadcast markets and surveillance and defense markets with real-time video intelligence solutions using various tailored transmission products. Our team also provides professional and technical services utilizing a staff of technology experts with decades of applied knowledge and real-world experience in terrestrial microwave, fiber optic, surveillance, and wireless communications systems, delivering a broad spectrum of customer solutions.
Basis of Presentation	Basis of Presentation   The accompanying unaudited condensed consolidated interim financial statements, along with the notes herein, are intended to be reviewed in conjunction with Vislink Technologies, Inc.’s audited consolidated financial statements and the accompanying notes as detailed in the 2023 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2024 (the “Annual Report on Form 10-K”). The condensed consolidated balance sheet, as of December 31, 2023, originates from these audited statements without complete footnote disclosures typically found in audited annual statements. These unaudited condensed consolidated financial statements have been prepared to include all necessary adjustments, solely of a routine recurring nature, deemed essential for a fair presentation of the Company’s financial standing as of June 30, 2024, along with our results of operations for the three and six months ending on June 30 for both 2024 and 2023, and the cash flows for these periods. However, the results and position as of June 30, 2024, may not be indicative of our full-year 2024 financial condition and operating results.   Given the interim nature of this 10-Q report, the detail and scope of accounting policies outlined here are less comprehensive than those found in the Annual Report on Form 10-K. Investors are encouraged to refer to NOTE 3 —SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES in the audited consolidated financial statements within the Annual Report on Form 10-K.
Principles of Consolidation	Principles of Consolidation   The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America or (“U.S. GAAP”) as found in the Accounting Standards Codification (“ASC”), the Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”) and the rules and regulations of the SEC. The accompanying unaudited condensed consolidated financial statements include the Company’s accounts and wholly-owned subsidiaries. We have eliminated all intercompany accounts and transactions upon consolidating our subsidiaries.
Segment Reporting	Segment Reporting   In accordance with the Financial Accounting Standards Board’s (FASB) mandate, Vislink Technologies, Inc. adopted Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280), effective January 1, 2024. Initially issued by FASB in February 2023, this update revises the reporting requirements for operating segments of public entities to enhance the transparency and utility of segment reporting.   Prior to this date, as disclosed in our Annual Report on Form 10-K, we had not yet formally adopted ASU 2023-07, which became mandatory for public entities in reporting periods beginning after December 15, 2023. We have concluded that we operate our company as a single reporting segment, and due to this structure, we believe we are only required to report in a single segment by ASU 2023-07. Accordingly, we believe the adoption of ASU 2023-07 has not significantly impacted our financial statements.     VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Use of Estimates	Use of Estimates   Preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities in the unaudited condensed consolidated financial statements. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include the useful lives of property, plant, and equipment, the useful lives of right-of-use assets, the useful lives of intangible assets, impairment of long-lived assets, allowance for accounts receivable doubtful accounts, allowance for inventory obsolescence reserve, allowance for deferred tax assets, valuation of warranty reserves, contingent consideration liabilities, and the accrual of potential liabilities. These estimates also affect the reported revenues and expenses during the reporting periods. Actual results could differ from estimates, and any such differences may be material to our financial statements.
Recently Issued Accounting Principles	Recently Issued Accounting Principles   Recent Accounting Pronouncements   Other recent accounting standards issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

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LOSS PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
SCHEDULE OF ANTI-DILUTIVE POTENTIAL COMMON STOCK EQUIVALENTS EXCLUDE FROM CALCULATION OF LOSS PER SHARE	The following table illustrates the anti-dilutive potential common stock equivalents excluded from the calculation of loss per share (in thousands):   SCHEDULE OF ANTI-DILUTIVE POTENTIAL COMMON STOCK EQUIVALENTS EXCLUDE FROM CALCULATION OF LOSS PER SHARE     2024     2023       Six Months Ended       June 30,       2024     2023   Anti-dilutive potential common stock equivalents excluded from the calculation of loss per share:                 Stock options     74       85   Warrants     455       456   Total     529       541

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FOREIGN CURRENCY AND OTHER COMPREHENSIVE (GAINS) LOSSES (Tables)	6 Months Ended
	Jun. 30, 2024
Foreign Currency [Abstract]
SCHEDULE OF FOREIGN EXCHANGE AND CHANGE IN ACCUMULATED COMPREHENSIVE INCOME	The Company has recognized foreign exchange gains and losses and changes in accumulated comprehensive income approximately as follows:   SCHEDULE OF FOREIGN EXCHANGE AND CHANGE IN ACCUMULATED COMPREHENSIVE INCOME     2024     2023     2024     2023       Three months ended     Six months ended       June 30,     June 30,       2024     2023     2024     2023   Net foreign exchange transactions:                                 (Gains) Losses   $ 16,000     $ 41,000     $ 30,000     $ (3,000 ) Accumulated comprehensive income:                                 Unrealized (gains) losses on currency translation adjustment   $ 156,000     $ (145,000 )    $ 366,000     $ (300,000 )

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CASH AND CASH EQUIVALENTS (Tables)	6 Months Ended
	Jun. 30, 2024
Cash and Cash Equivalents [Abstract]
SCHEDULE OF CASH AND CASH EQUIVALENTS	SCHEDULE OF CASH AND CASH EQUIVALENTS     June 30, 2024     December 31, 2023   Cash on hand   $ 1,706,000     $ 1,776,000   Federally insured money market mutual funds     3,943,000       6,706,000   Total cash and cash equivalents   $ 5,649,000     $ 8,482,000

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INVESTMENTS (Tables)	6 Months Ended
	Jun. 30, 2024
Investments, All Other Investments [Abstract]
SCHEDULE OF INVESTMENTS HELD TO MATURITY	The Company’s investments held to maturity are as follows as of June 30, 2024:   SCHEDULE OF INVESTMENTS HELD TO MATURITY     Amortized Cost     Unrealized Gains     Unrealized Losses     Fair Value                                     Federal Bonds   $ 5,673,000     $ 213,000     $      —     $ 5,886,000
SCHEDULE OF FAIR VALUE OF ITS INVESTMENTS	The Company has determined the fair value of its investments held to maturity based on Level 2 input as of June 30, 2024   SCHEDULE OF FAIR VALUE OF ITS INVESTMENTS     Quoted Prices in Active Markets of Identical Assets/Liabilities (Level 1)     Significant Other Observable Inputs  (Level 2)     Significant Unobservable Inputs (Level 3)     Total                                     Federal Bonds   $        —     $ 5,886,000     $        —     $ 5,886,000

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INTANGIBLE ASSETS (Tables)	6 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF INTANGIBLE ASSETS	The following table illustrates finite intangible assets as of June 30, 2024:   SCHEDULE OF INTANGIBLE ASSETS     Proprietary Technology     Patents and Licenses     Trade Names & Technology     Customer Relationships                   Accumulated           Accumulated           Accumulated           Accumulated             Cost     Amortization     Cost     Amortization     Cost     Amortization     Cost     Amortization     Net                                                           Balance, January 1, 2024   $ 2,132,000     $ (1,408,000 )   $ 12,378,000     $ (12,378,000 )   $ 2,251,000     $ (1,327,000 )   $ 5,591,000     $ (3,373,000 )   $ 3,866,000   Amortization     —       (295,000 )     —       —       —       (69,000 )     —       (210,000 )     (574,000 ) Balance, June 30, 2024   $ 2,132,000     $ (1,703,000 )   $ 12,378,000     $ (12,378,000 )   $ 2,251,000     $ (1,396,000 )   $ 5,591,000     $ (3,583,000 )   $ 3,292,000
SCHEDULE OF CAPITALIZED INTANGIBLE COSTS	The Company has recognized net capitalized intangible costs as follows:   SCHEDULE OF CAPITALIZED INTANGIBLE COSTS     June 30,     December 31,       2024     2023   Proprietary Technology   $ 431,000     $ 726,000   Trade Names and Technology     854,000       922,000   Customer Relationships     2,007,000       2,218,000   Net capitalized intangible costs   $ 3,292,000     $ 3,866,000
SCHEDULE OF AMORTIZATION OF INTANGIBLE ASSETS	The Company has recognized the amortization of intangible assets as follows:   SCHEDULE OF AMORTIZATION OF INTANGIBLE ASSETS     2024     2023     2024     2023       Three Months Ended     Six Months Ended       June 30,     June 30,       2024     2023     2024     2023   Proprietary Technology   $ 147,000     $ 148,000     $ 295,000     $ 294,000   Trade Names and Technology     35,000       34,000       69,000       69,000   Customer Relationships     105,000       64,000       210,000       127,000   Amortization of intangible assets   $ 287,000     $ 246,000     $ 574,000     $ 490,000
SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE FOR INTANGIBLE ASSETS	The weighted average remaining life of the amortization of the Company’s intangible assets is approximately 4.9 years as of June 30, 2024. The following table represents the estimated amortization expense for total intangible assets for the succeeding five years:   SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE FOR INTANGIBLE ASSETS Period ending June 30,       2025   $ 749,000   2026     710,000   2027     384,000   2028     288,000   2029     288,000   Thereafter     873,000   Intangible assets, estimated amortization expense   $ 3,292,000

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LEASES (Tables)	6 Months Ended
	Jun. 30, 2024
Leases [Abstract]
SCHEDULE OF OPERATING LEASE DATA	The following table illustrates operating lease data for the three and six months ending June 30, 2024, and 2023:  SCHEDULE OF OPERATING LEASE DATA     2024     2023     2024     2023       Three Months Ended     Six Months Ended       June 30,     June 30,       2024     2023     2024     2023   Lease cost:                                 Operating lease cost   $ 173,000     $ 103,000     $ 292,000     $ 206,000   Short-term lease cost     9,000       10,000       83,000       20,000   Total lease cost   $ 182,000     $ 113,000     $ 375,000     $ 226,000   Cash paid for lease liabilities:                                 Cash flows from operating leases                   $ 358,000     $ 325,000   Right of use assets obtained in exchange for new operating lease liabilities                   $ 484,000     $ —                                     Weighted-average remaining lease term—operating leases                     2.0 years         3.1 years                                     Weighted-average discount rate—operating leases                     8.9 %     9.5 %
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES	The following table illustrates the maturities of our operating lease liabilities as of June 30, 2024:  SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES     Amount           2025   $ 837,000   2026     512,000   2027     185,000   2028     —   2029     —   Thereafter     —   Total lease payments     1,534,000   Less: imputed interest     135,000   Present value of lease liabilities     1,399,000   Less: Current lease liabilities     744,000   Non-current lease liabilities   $ 655,000
SCHEDULE OF LEASE OBLIGATIONS ASSUMED	The following table outlines the locations and lease termination dates for the Company’s ROU assets under operating leases for the years 2025 to 2027:  SCHEDULE OF LEASE OBLIGATIONS ASSUMED Location   Square Footage     Lease-End Date   Approximate Future Payments   Colchester, U.K. – Waterside House     13,223     Dec     2025     $ 372,000   Lutton, U.K.     600     Jan     2025       17,000   Billerica, MA     2,000     Dec     2026       266,000   Mount Olive, NJ     7,979     May     2027       404,000   Trivex, Singapore     950     Aug     2025       41,000   Poway, CA     11,715     Jan     2026       434,000

v3.24.2.u1

STOCK-BASED COMPENSATION (Tables)	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
SCHEDULE OF STOCK BASED COMPENSATION EXPENSE	The table below shows stock-based compensation expenses, included in general and administrative expenses, under the following plans.  SCHEDULE OF STOCK BASED COMPENSATION EXPENSE   2024     2023     2024     2023       Three months ended     Six months ended       June 30,     June 30,     2024     2023     2024     2023   Equity-based plans:                         Time-vested option inducement awards   $ 101,000     $ 37,000     $ 113,000     $ 107000   Time-based restricted stock awards     117,000       299,000       569,000       1,150000   Stock-based compensation expense   $ 218,000     $ 336,000     $ 682,000     $ 1,257,000

v3.24.2.u1

COMMITMENTS AND CONTINGENCIES (Tables)	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
SCHEDULE OF MATCHING CONTRIBUTIONS	The table below represents the Company’s matching contributions as follows:  SCHEDULE OF MATCHING CONTRIBUTIONS     Three months ended     Six months ended       June 30,     June 30,       2024     2023     2024     2023   Company matching contributions - Group Personal Pension Plan   $ 30,000     $ 35,000     $ 65,000     $ 68,000

v3.24.2.u1

REVENUE (Tables)	6 Months Ended
	Jun. 30, 2024
Revenue from Contract with Customer [Abstract]
SCHEDULE OF DISAGGREGATION OF REVENUE	The Company has one operating segment, and the decision-making group is the senior executive management team. In the following table, the Company disaggregated revenue by the Company’s primary geographical markets and revenue sources:  SCHEDULE OF DISAGGREGATION OF REVENUE     Three months Ended     Six months Ended       June 30,     June 30,       2024     2023     2024     2023   Primary geographical markets:                                 North America   $ 4,013,000     $ 1,721,000     $ 7,785,000     $ 4,888,000   South America     2,000       38,000       18,000       227,000   Europe     2,503,000       1,593,000       4,880,000       3,436,000   Asia     404,000       1,305,000       1,109,000       2,024,000   Rest of World     1,780,000       386,000       3,508,000       1,656,000       $ 8,702,000     $ 5,043,000     $ 17,300,000     $ 12,231,000   Primary revenue source:                                 Equipment sales   $ 8,097,000     $ 4,279,000     $ 15,460,000     $ 10,673,000   Installation, integration, and repairs     225,000       263,000       1,109,000       749,000   Warranties     380,000       501,000       731,000       809,000       $ 8,702,000     $ 5,043,000     $ 17,300,000     $ 12,231,000   Long-Lived Assets:                                 United States                   $ 3,293,000     $ 2,174,000   Netherlands                     24,000       23,000   United Kingdom                     3,023,000       4,397,000                       $ 6,340,000     $ 6,594,000

v3.24.2.u1

LIQUIDITY AND FINANCIAL CONDITION (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Loss from operations	$ 2,564,000	$ 3,384,000	$ 4,162,000	$ 5,732,000
Cash used in operating activities			1,694,000	$ 3,194,000
Working capital	29,000,000.0		29,000,000.0
Accumulated deficits	312,444,000		312,444,000			$ 309,226,000
Cash and cash equivalents	5,649,000		5,649,000			$ 8,482,000
Securities Reserve Deposit Required and Made					$ 900,000
Investments	$ 5,900,000		$ 5,900,000

v3.24.2.u1

SCHEDULE OF ANTI-DILUTIVE POTENTIAL COMMON STOCK EQUIVALENTS EXCLUDE FROM CALCULATION OF LOSS PER SHARE (Details) - shares shares in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Anti-dilutive potential common stock equivalents excluded from the calculation of loss per share:
Total	529	541
Share-Based Payment Arrangement, Option [Member]
Anti-dilutive potential common stock equivalents excluded from the calculation of loss per share:
Total	74	85
Warrant [Member]
Anti-dilutive potential common stock equivalents excluded from the calculation of loss per share:
Total	455	456

v3.24.2.u1

SCHEDULE OF FOREIGN EXCHANGE AND CHANGE IN ACCUMULATED COMPREHENSIVE INCOME (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Foreign Currency [Abstract]
(Gains) Losses	$ 16,000	$ 41,000	$ 30,000	$ (3,000)
Unrealized (gains) losses on currency translation adjustment	$ 156,000	$ (145,000)	$ 366,000	$ (300,000)

v3.24.2.u1

FOREIGN CURRENCY AND OTHER COMPREHENSIVE (GAINS) LOSSES (Details Narrative)	Jun. 30, 2024	Jun. 30, 2023
GBP to USD [Member]
Trading Activity, Gains and Losses, Net [Line Items]
Foreign currency exchange rate, translation	1.00	1.00
Average foreign currency exchange rate remeasurement	1.00	1.00
Euro to GBP [Member] | GBP [Member]
Trading Activity, Gains and Losses, Net [Line Items]
Foreign currency exchange rate, translation	1.00	1.00
Average foreign currency exchange rate remeasurement	1.00	1.00
Period End GBP to $1 Exchange Rate [Member]
Trading Activity, Gains and Losses, Net [Line Items]
Foreign currency exchange rate, translation	1.263870	1.266150
Period End EUR to $1 Exchange Rate [Member]
Trading Activity, Gains and Losses, Net [Line Items]
Foreign currency exchange rate, translation	1.070310	1.088440
Period Average GBP to $1 Exchange Rate [Member]
Trading Activity, Gains and Losses, Net [Line Items]
Foreign currency exchange rate, translation	1.264895	1.233240
Period Average EUR to $1 Exchange Rate [Member]
Trading Activity, Gains and Losses, Net [Line Items]
Foreign currency exchange rate, translation	1.081211	1.080655

v3.24.2.u1

SCHEDULE OF CASH AND CASH EQUIVALENTS (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Cash and Cash Equivalents [Abstract]
Cash on hand	$ 1,706,000	$ 1,776,000
Federally insured money market mutual funds	3,943,000	6,706,000
Total cash and cash equivalents	$ 5,649,000	$ 8,482,000

v3.24.2.u1

SCHEDULE OF INVESTMENTS HELD TO MATURITY (Details) - Federal Bonds [Member] $ in Thousands	Jun. 30, 2024 USD ($)
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Investments held to maturity, amortized cost	$ 5,673,000
Investments held to maturity, unrealized gain	213,000
Investments held to maturity, unrealized loss
Investments held to maturity, fair value	$ 5,886,000

v3.24.2.u1

SCHEDULE OF FAIR VALUE OF ITS INVESTMENTS (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Platform Operator, Crypto Asset [Line Items]
Investments, fair value disclosure	$ 5,886,000
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto Asset [Line Items]
Investments, fair value disclosure
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto Asset [Line Items]
Investments, fair value disclosure	5,886,000
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto Asset [Line Items]
Investments, fair value disclosure

v3.24.2.u1

INVESTMENTS (Details Narrative) - USD ($)	Jun. 30, 2024	Feb. 27, 2024	Oct. 11, 2023	Feb. 28, 2023
Federal National Mortgage Association [Member]
Schedule of Investments [Line Items]
Investment Owned, Balance, Principal Amount				$ 950,000
Investment Owned, Fair Value				$ 950,000
Investment Maturity Date				Feb. 28, 2024
Investment Interest Rate				5.07%
HSBC USA INC CP [Member]
Schedule of Investments [Line Items]
Investment Owned, Balance, Principal Amount			$ 5,000,000
Investment Owned, Fair Value	$ 4,920,000		$ 4,711,000
Investment Maturity Date			Oct. 11, 2024
Investment Interest Rate			6.26229%
HSBC USA INC CP One [Member]
Schedule of Investments [Line Items]
Investment Owned, Balance, Principal Amount		$ 1,000,000
Investment Owned, Fair Value	$ 966,000	$ 949,400
Investment Maturity Date		Feb. 12, 2025
Investment Interest Rate		5.48%

v3.24.2.u1

SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Beginning balance net			$ 3,866,000
Intangible assets, net Amortization	$ (287,000)	$ (246,000)	(574,000)	$ (490,000)
Ending balance net	3,292,000		3,292,000
Proprietary Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Beginning balance cost			2,132,000
Beginning balance, accumulated amortization			(1,408,000)
Intangible assets, net Amortization	(147,000)	(148,000)	(295,000)	(294,000)
Ending balance cost	2,132,000		2,132,000
Ending balance, accumulated Amortization	(1,703,000)		(1,703,000)
Patents and Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Beginning balance cost			12,378,000
Beginning balance, accumulated amortization			(12,378,000)
Intangible assets, net Amortization
Ending balance cost	12,378,000		12,378,000
Ending balance, accumulated Amortization	(12,378,000)		(12,378,000)
Trade Names and Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Beginning balance cost			2,251,000
Beginning balance, accumulated amortization			(1,327,000)
Intangible assets, net Amortization	(35,000)	(34,000)	(69,000)	(69,000)
Ending balance cost	2,251,000		2,251,000
Ending balance, accumulated Amortization	(1,396,000)		(1,396,000)
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Beginning balance cost			5,591,000
Beginning balance, accumulated amortization			(3,373,000)
Intangible assets, net Amortization	(105,000)	$ (64,000)	(210,000)	$ (127,000)
Ending balance cost	5,591,000		5,591,000
Ending balance, accumulated Amortization	$ (3,583,000)		$ (3,583,000)

v3.24.2.u1

SCHEDULE OF CAPITALIZED INTANGIBLE COSTS (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Net capitalized intangible costs	$ 3,292,000	$ 3,866,000
Proprietary Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Net capitalized intangible costs	431,000	726,000
Trade Names and Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Net capitalized intangible costs	854,000	922,000
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Net capitalized intangible costs	$ 2,007,000	$ 2,218,000

v3.24.2.u1

SCHEDULE OF AMORTIZATION OF INTANGIBLE ASSETS (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 287,000	$ 246,000	$ 574,000	$ 490,000
Proprietary Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	147,000	148,000	295,000	294,000
Trade Names and Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	35,000	34,000	69,000	69,000
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 105,000	$ 64,000	$ 210,000	$ 127,000

v3.24.2.u1

SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE FOR INTANGIBLE ASSETS (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2025	$ 749,000
2026	710,000
2027	384,000
2028	288,000
2029	288,000
Thereafter	873,000
Intangible assets, estimated amortization expense	$ 3,292,000	$ 3,866,000

v3.24.2.u1

INTANGIBLE ASSETS (Details Narrative)	Jun. 30, 2024
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, remaining amortization period	4 years 10 months 24 days
Proprietary Technology [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	3 years
Proprietary Technology [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	5 years
Patents and Licenses [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	18 years 6 months
Patents and Licenses [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	20 years
Trade Names and Technology [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	3 years
Trade Names and Technology [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	15 years

v3.24.2.u1

SCHEDULE OF OPERATING LEASE DATA (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Leases [Abstract]
Operating lease cost	$ 173,000	$ 103,000	$ 292,000	$ 206,000
Short-term lease cost	9,000	10,000	83,000	20,000
Total lease cost	$ 182,000	$ 113,000	375,000	226,000
Cash flows from operating leases			358,000	325,000
Right of use assets obtained in exchange for new operating lease liabilities			$ 484,000
Weighted-average remaining lease term-operating leases	2 years	3 years 1 month 6 days	2 years	3 years 1 month 6 days
Weighted-average discount rate-operating leases	8.90%	9.50%	8.90%	9.50%

v3.24.2.u1

SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Leases [Abstract]
2025	$ 837,000
2026	512
2027	185
2028
2029
Thereafter
Total lease payments	1,534
Less: imputed interest	135
Present value of lease liabilities	1,399
Less: Current lease liabilities	744	$ 463
Non-current lease liabilities	$ 655	$ 755

v3.24.2.u1

SCHEDULE OF LEASE OBLIGATIONS ASSUMED (Details)	6 Months Ended
	Jun. 30, 2024 USD ($) ft²
Approximate Future Payments	$ 1,534,000
Colchester, U.K. - Waterside House [Member]
Area of land | ft²	13,223
Lease-End Month	Dec
Lease-End Year	2025
Approximate Future Payments	$ 372,000
Lutton, UK [Member]
Area of land | ft²	600
Lease-End Month	Jan
Lease-End Year	2025
Approximate Future Payments	$ 17,000
Billerica, MA [Member]
Area of land | ft²	2,000
Lease-End Month	Dec
Lease-End Year	2026
Approximate Future Payments	$ 266,000
Mount Olive, NJ [Member]
Area of land | ft²	7,979
Lease-End Month	May
Lease-End Year	2027
Approximate Future Payments	$ 404,000
Trivex Singapore [Member]
Area of land | ft²	950
Lease-End Month	Aug
Lease-End Year	2025
Approximate Future Payments	$ 41,000
Poway CA [Member]
Area of land | ft²	11,715
Lease-End Month	Jan
Lease-End Year	2026
Approximate Future Payments	$ 434,000

v3.24.2.u1

LEASES (Details Narrative) - USD ($)		6 Months Ended
	Feb. 12, 2024	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Leases [Abstract]
Right of use of assets		$ 995,000		$ 742,000
Right of use of assets		1,700,000
Operating lease liabilities		1,399,000
Current operating lease liabilities		744,000		463,000
Non-current operating lease liabilities		$ 655,000		$ 755,000
Weighted-average remaining term		2 years	3 years 1 month 6 days
Lease maturity description		January 2025 and May 2027
Weighted-average discount rate		8.90%	9.50%
Base rent	$ 22,926
Operating lease liabilities		$ 484,000

v3.24.2.u1

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Mar. 22, 2023
Class of Stock [Line Items]
Preferred stock par value	$ 0.00001		$ 0.00001		$ 0.00001
Preferred stock, shares authorized	0		0		0
Preferred stock, shares issued	0		0		0
Preferred stock, shares outstanding	0		0		0
Stock compensation costs	$ 218,000	$ 336,000	$ 682,000	$ 1,257,000
Common Stock Warrants [Member]
Class of Stock [Line Items]
Warrants expired			1,500
Number of warrants outstanding and exercisable	454,580		454,580
Weighted average exercise price ending exercisable	$ 65.00		$ 65.00
Weighted average remaining contractual life			1 year 7 months 6 days
Restricted Stock Units (RSUs) [Member]
Class of Stock [Line Items]
Shares attributable to withholding tax			8,000
Conversion of restricted stock unit			4,559
Restricted Stock Units (RSUs) [Member] | Common Stock [Member]
Class of Stock [Line Items]
Restricted stock options, granted			$ 160,000
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock par value						$ 0.00001
Preferred stock, shares authorized	0		0
Preferred stock, shares issued	0		0
Preferred stock, shares outstanding	0		0

v3.24.2.u1

SCHEDULE OF STOCK BASED COMPENSATION EXPENSE (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 218,000	$ 336,000	$ 682,000	$ 1,257,000
Time Vested Option Inducement Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	101,000	37,000	113,000	107,000
Time Based Restricted Stock Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 117,000	$ 299,000	$ 569,000	$ 1,150,000

v3.24.2.u1

STOCK-BASED COMPENSATION (Details Narrative)	Aug. 23, 2023 shares
2023 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares reserved	166,415

v3.24.2.u1

SCHEDULE OF MATCHING CONTRIBUTIONS (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Group Personal Pension Plan, UK [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Company matching contributions	$ 30,000	$ 35,000	$ 65,000	$ 68,000

v3.24.2.u1

CONCENTRATIONS (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Concentration Risk [Line Items]
Total revenue	$ 8,702,000	$ 5,043,000	$ 17,300,000	$ 12,231,000
Accounts payable	4,172,000		4,172,000		$ 3,183,000
Inventory Purchase [Member] | Supplier Concentration Risk [Member] | Vendor One [Member]
Concentration Risk [Line Items]
Total revenue	$ 984,000	$ 465,000	$ 1,792,000	595,000
Concentration risk percentage	25.00%	15.00%	25.00%
Inventory Purchase [Member] | Supplier Concentration Risk [Member] | Vendor Two [Member]
Concentration Risk [Line Items]
Total revenue		$ 323,000	$ 741,000	$ 587,000
Concentration risk percentage		10.00%
Purchase [Member] | Supplier Concentration Risk [Member] | Vendor Two [Member]
Concentration Risk [Line Items]
Concentration risk percentage			10.00%
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor One [Member]
Concentration Risk [Line Items]
Concentration risk percentage			22.00%	18.00%
Accounts payable	$ 938,000	$ 610,000	$ 938,000	$ 610,000
One Customers [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Total revenue	$ 1,341,000
Concentration risk percentage	15.00%
One Customers [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration risk percentage			11.00%	16.00%
Accounts receivable	$ 1,060,000	925,000	$ 1,060,000	$ 925,000
Two Customers [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Total revenue	$ 1,062,000
Concentration risk percentage	12.00%
Two Customers [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration risk percentage			11.00%	12.00%
Accounts receivable	$ 1,058,000	$ 688,000	$ 1,058,000	$ 688,000

v3.24.2.u1

SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue, net	$ 8,702,000	$ 5,043,000	$ 17,300,000	$ 12,231,000
Long-Lived Assets	6,340,000	6,594,000	6,340,000	6,594,000
Equipment Sales [Member]
Disaggregation of Revenue [Line Items]
Revenue, net	8,097,000	4,279,000	15,460,000	10,673,000
Installation, Integration and Repairs [Member]
Disaggregation of Revenue [Line Items]
Revenue, net	225,000	263,000	1,109,000	749,000
Warranties [Member]
Disaggregation of Revenue [Line Items]
Revenue, net	380,000	501,000	731,000	809,000
North America [Member]
Disaggregation of Revenue [Line Items]
Revenue, net	4,013,000	1,721,000	7,785,000	4,888,000
South America [Member]
Disaggregation of Revenue [Line Items]
Revenue, net	2,000	38,000	18,000	227,000
Europe [Member]
Disaggregation of Revenue [Line Items]
Revenue, net	2,503,000	1,593,000	4,880,000	3,436,000
Asia [Member]
Disaggregation of Revenue [Line Items]
Revenue, net	404,000	1,305,000	1,109,000	2,024,000
Rest of World [Member]
Disaggregation of Revenue [Line Items]
Revenue, net	1,780,000	386,000	3,508,000	1,656,000
UNITED STATES
Disaggregation of Revenue [Line Items]
Long-Lived Assets	3,293,000	2,174,000	3,293,000	2,174,000
NETHERLANDS
Disaggregation of Revenue [Line Items]
Long-Lived Assets	24,000	23,000	24,000	23,000
UNITED KINGDOM
Disaggregation of Revenue [Line Items]
Long-Lived Assets	$ 3,023,000	$ 4,397,000	$ 3,023,000	$ 4,397,000

v3.24.2.u1

REBATES (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
UK Subsidiary [Member]
Tax rebates	$ 374,000	$ 329,000

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