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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 11, 2025

 

VIRTRA, INC.

(Exact name of Registrant as Specified in Its Charter)

 

Nevada   001-38420   93-1207631
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)

 

295 E. Corporate Place    
Chandler, AZ   85225
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (480) 968-1488

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value   VTSI   NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ☐

 

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

 

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On August 11, 2025, VirTra, Inc. issued a press release announcing its financial results for the second quarter and six months ended June 30, 2025. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in the website is not a part of this Current Report on Form 8-K.

 

The information under this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press release of the registrant dated August 11,2025
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 hereunto duly authorized.

 

  VIRTRA, INC.
     
Date: August 11, 2025 By: /s/ John F. Givens II
  Name: John F. Givens II
  Title: Chief Executive Officer

 

 

 

 

 

 

 

EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

 

 

VirTra Reports Second Quarter and Six Months 2025 Financial Results

 

Second Quarter Revenue Increases 15% Year-Over-Year; Six-Month Revenue Up 5%

 

Delivers Continued Positive Net Income and Strong Gross Margins as Federal Funding Trends Improve

 

CHANDLER, Ariz. — August 11, 2025 — VirTra, Inc. (Nasdaq: VTSI) (“VirTra” or the “Company”), a global provider of judgmental use of force training simulators and firearms training simulators for the law enforcement and military markets, reported results for the second quarter and six months ended June 30, 2025. The financial statements are available on VirTra’s website and here.

 

Second Quarter 2025 and Recent Operational Highlights:

 

Second quarter bookings of $4.6 million rose from $3.6 million in Q2 2024 and contributed to $32.1 million over the last twelve months, reflecting sustained demand across law enforcement and military customers despite persistent federal funding uncertainty.
     
Backlog totaled $18.8 million as of June 30, 2025, including $7.1 million in Capital, $5.7 million in Service, and $6.0 million in STEP contracts.
     
STEP® recurring revenue program maintained renewal rates around 95%, with a growing portion of customers converting to new three-year agreements. These updated terms better align with technology refresh cycles and provide VirTra with earlier renewal opportunities.
     
Maintained robust working capital at $34.1 million, positioning the Company for sustained growth and operational agility.

 

Second Quarter and Six Month 2025 Financial Highlights:

 

    For the Three Months Ended     For the Six Months Ended  
All figures in millions, except per share data   June 30, 2025     June 30, 2024     % Δ     June 30, 2025     June 30, 2024     % Δ  
Total Revenue   $ 7.0     $ 6.1       15 %   $ 14.1     $ 13.4       5 %
                                                 
Gross Profit   $ 4.8     $ 5.5       -13 %   $ 10.0     $ 10.2       -2 %
Gross Margin     69 %     91 %     N/A       71 %     76 %     N/A  
                                                 
Net Income   $ 0.2     $ 1.2       N/A     $ 1.4     $ 1.7       N/A  
Diluted EPS   $ 0.02     $ 0.11       N/A     $ 0.13     $ 0.15       N/A  
Adjusted EBITDA   $ 0.7     $ 1.6       N/A     $ 2.4     $ 2.9       N/A  

 

*The column for the six months ended June 30, 2024 reflects restated financials.

 

 

 

Management Commentary

 

VirTra CEO John Givens stated, “In the second quarter, VirTra delivered year-over-year growth in both revenue and bookings in the second quarter, along with continued profitability and a strong cash position. While bookings were lighter sequentially, this primarily reflected timing of orders and the pace of federal funding, with activity expected to improve as we exit the year and move into 2026. The recent reopening of the Department of Justice COPS grant program is a positive development, and we are seeing agencies re-engage as they pursue available funding. We’ve been working to help policymakers understand the value of immersive training and to support funding initiatives that benefit our customers. These efforts, together with broader improvements in the funding environment, should help stimulate demand through the remainder of 2025 and into 2026.

 

“Operationally, we continue to run the business with discipline, consistently improving product quality while controlling costs. Customers are recognizing the durability and performance of our hardware, which, along with our operational efficiencies, allows us to remain highly competitive on pricing. These efforts position us to respond effectively as funding conditions improve and demand strengthens.”

 

Six Months 2025 Financial Results

 

Note: Financials for the first six months of 2024 presented below reflect a restatement made in Q4 2024 to adjust the timing of revenue recognition associated with a 2021 international sale.

 

Total revenue for the first six months was $14.1 million, compared to $13.4 million in the prior year period. The 5% increase was primarily driven by higher capital system deliveries, supported by stable recurring revenue from STEP and service contracts.

 

Gross profit for the first six months was $10.0 million (71% of total revenue), compared to $10.2 million (76% of total revenue) in the prior year period. The change in gross margin reflects a higher mix of capital sales relative to service and STEP revenue. The prior year period benefitted from unusually high gross margins due to capitalized labor related to the development of the V-XR and IVAS programs, as well as a greater mix of high-margin service and STEP revenue.

 

Net operating expense for the first six months was $7.7 million, a 9% decrease from $8.5 million in the prior year period, reflecting disciplined cost management while maintaining investment in core growth initiatives.

 

Operating income for the first six months was $2.3 million, compared to $1.8 million in the prior year period.

 

Net income for the first six months was $1.4 million, or $0.13 per diluted share, compared to $1.7 million, or $0.15 per diluted share, in the prior year period.

 

Adjusted EBITDA, a non-GAAP metric, was $2.4 million for the first six months of 2025, compared to $2.9 million in the prior year period.

 

Second Quarter 2025 Financial Results

 

Total revenue for the second quarter of 2025 was $7.0 million, compared to $6.1 million in the prior year period. The 15% increase was primarily driven by higher capital deliveries and stable recurring revenue from STEP and service contracts.

 

Gross profit for the second quarter was $4.8 million (69% of total revenue), compared to $5.5 million (91% of total revenue) in the prior year period. The prior year quarter benefited from unusually low cost of sales related to capitalized development work.

 

 

 

Net operating expense for the second quarter was $3.9 million, an 11% decrease from $4.4 million in the prior year period, reflecting ongoing cost discipline.

 

Operating income for the second quarter was $0.9 million compared to $1.1 million in the prior year period.

 

Net income for the second quarter was $0.2 million, or $0.02 per diluted share, compared to $1.2 million, or $0.11 per diluted share, in the prior year period.

 

Adjusted EBITDA, a non-GAAP metric, was $0.7 million for the second quarter, compared to $1.6 million in the prior year period.

 

Cash and cash equivalents were $20.7 million at June 30, 2025, compared to $17.6 million at March 31, 2025. Working capital was $34.1 million, and the Company maintained a debt-light balance sheet, positioning it well for near- and long-term execution.

 

Financial Commentary

 

CFO Alanna Boudreau stated, “Our first half results were highlighted by continued strong gross margins and cost discipline. Backlog remains solid at $18.8 million, supported by a balanced mix of capital, service, and STEP contracts. International markets remain an attractive avenue for growth, and we continue to pursue multiple active opportunities. With a strong balance sheet, VirTra maintains the financial strength and flexibility to support our growth strategy and navigate the timing of government funding cycles.”

 

Conference Call

 

VirTra’s management will hold a conference call today (August 11, 2025) at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) to discuss these results. VirTra’s Chief Executive Officer John Givens and Chief Financial Officer Alanna Boudreau will host the call, followed by a question-and-answer period.

 

U.S. dial-in number: 1-877-407-9208

International number: 1-201-493-6784

Conference ID: 13754706

 

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at 949-574-3860.

 

The conference call will be broadcast live and available for replay here and via the investor relations section of the Company’s website.

 

A replay of the call will be available after 7:30 p.m. Eastern time on the same day through August 25, 2025.

 

Toll-free replay number: 1-844-512-2921

International replay number: 1-412-317-6671

Replay ID: 13754706

 

 

 

About VirTra, Inc.

 

VirTra (Nasdaq: VTSI) is a global provider of judgmental use of force training simulators, firearms training simulators for the law enforcement, military, educational and commercial markets. The company’s patented technologies, software, and scenarios provide intense training for de-escalation, judgmental use-of-force, marksmanship, and related training that mimics real-world situations. VirTra’s mission is to save and improve lives worldwide through practical and highly effective virtual reality and simulator technology. Learn more about the company at www.VirTra.com.

 

About the Presentation of Adjusted EBITDA

 

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

 

 

    For the Three Months Ended     For the Six Months Ended  
                            (Restated)  
    June 30,     June 30,     Increase     %     June 30,     June 30,     Increase     %  
    2025     2024     (Decrease)     Change     2025     2024     (Decrease)     Change  
                                                 
Net Income (Loss)   $ 175,314     $ 1,200,727     $ (1,025,413 )     -85 %   $ 1,439,375     $ 1,668,923     $ (229,548 )     -14 %
Adjustments:                                                                
Provision for income taxes     (9,000 )     87,564     $ (96,564 )     -110 %     93,000       599,000     $ (506,000 )     -84 %
Depreciation and amortization     513,693       288,777     $ 224,916       310 %     830,333       525,570     $ 304,763       186 %
Interest (net)     (26,876 )     (34,379 )   $ 7,503       -22 %     (48,127 )     (88,957 )   $ 40,830       -46 %
EBITDA   $ 653,131     $ 1,542,689     $ (889,558 )     -14 %   $ 2,314581     $ 2,704,536     $ 281,038 )     -10 %
Right of use amortization     42,501       69,418     $ (26,917 )             84,365       199,493       (389,955 )        
                                                                 
Adjusted EBITDA   $ 695,632     $ 1,612,107     $ (916,475 )     -57 %   $ 2,398,946     $ 2,904,029     $ (505,083 )     3 %

 

 

 

Forward-Looking Statements

 

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

 

Investor Relations Contact:

 

Matt Glover and Alec Wilson

Gateway Group, Inc.

VTSI@gateway-grp.com

949-574-3860

 

- Financial Tables to Follow -

 

 

 

VIRTRA, INC.

CONDENSED BALANCE SHEETS

 

    June 30, 2025     December 31, 2024  
    (Unaudited)        
ASSETS                
Current assets:                
Cash and cash equivalents   $ 20,697,354     $ 18,040,827  
Accounts receivable, net     6,447,542       8,005,452  
Inventory, net     12,806,733       14,583,400  
Unbilled revenue     1,587,422       2,570,441  
Prepaid expenses and other current assets     2,610,223       1,273,115  
Total current assets     44,149,274       44,473,235  
Long-term assets:                
Property and equipment, net     16,451,233       16,204,663  
Operating lease right-of-use asset, net     352,730       437,095  
Intangible assets, net     2,744,180       558,651  
Security deposits, long-term     15,979       35,691  
Other assets, long-term     148,177       148,177  
Deferred tax asset, net     3,508,399       3,595,574  
Total long-term assets     23,220,698       20,979,851  
Total assets   $ 67,369,972     $ 65,453,086  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current liabilities:                
Accounts payable   $ 1,034,497     $ 957,384  
Accrued compensation and related costs     1,005,621       1,253,544  
Accrued expenses and other current liabilities     554,006       657,114  
Note payable, current     227,849       230,787  
Operating lease liability, short-term     194,917       192,410  
Deferred revenue, short-term     7,011,943       6,355,316  
Total current liabilities     10,028,833       9,646,555  
Long-term liabilities:                
Deferred revenue, long-term     2,381,845       2,282,996  
Note payable, long-term     7,441,512       7,567,536  
Operating lease liability, long-term     174,696       265,111  
Other long-term liabilities     -       -  
Total long-term liabilities     9,998,053       10,115,643  
Total liabilities     20,026,886       19,762,198  
Commitments and contingencies (See Note 9)            
Stockholders’ equity:                
Preferred stock $0.0001 par value; 2,500,000 authorized; no shares issued or outstanding     -          
Common stock $0.0001 par value; 50,000,000 shares authorized; 11,261,588 shares issued and outstanding as of June 30, 2025, and 11,255,709 shares issued and outstanding as of December 31, 2024     1,126       1,125  
Class A common stock $0.0001 par value; 2,500,000 shares authorized; no shares issued or outstanding   -        
Class B common stock $0.0001 par value; 7,500,000 shares authorized; no shares issued or outstanding     -          
Additional paid-in capital     33,127,935       32,915,112  
Retained Earnings     14,214,025       12,774,651  
Total stockholders’ equity     47,343,086       45,690,888  
Total liabilities and stockholders’ equity   $ 67,369,972     $ 65,453,086  

 

 

 

VIRTRA, INC.

CONDENSED STATEMENTS OF OPERATIONS

 

  June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
    Three Months Ended     Six Months Ended  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
                      (Restated)  
Revenues:                        
Net sales   $ 6,978,938     $ 6,075,040     $ 14,139,185     $ 13,421,461  
Total revenue     6,978,938       6,075,040       14,139,185       13,421,461  
                                 
Cost of sales     2,166,461       550,424       4,129,828       3,182,682  
                                 
Gross profit     4,812,477       5,524,616       10,009,357       10,238,779  
                                 
Operating expenses:                                
General and administrative     3,289,995       3,537,910       6,509,945       6,908,332  
Research and development     608,116       855,285       1,217,243       1,548,665  
                                 
Net operating expense     3,898,111       4,393,195       7,727,188       8,456,997  
                                 
Income (loss) from operations     914,366       1,131,421       2,282,169       1,781,782  
                                 
Other income (expense):                                
Other income     77,873       156,870       149,883       486,141  
Gain on forgiveness of note payable     -               -       -  
Other (expense) income     (825,925 )     -       (899,677 )     -  
                                 
Net other income (expense)     (748,052 )     156,870       (749,794 )     486,141  
                                 
Income (Loss) before provision for income taxes     166,314       1,288,291       1,532,375       2,267,923  
                                 
Provision (Benefit) for income taxes     (9,000 )     87,564       93,000       599,000  
                                 
Net income (loss)   $ 175,314     $ 1,200,727     $ 1,439,375     $ 1,668,923  
                                 
Net income (loss) per common share:                                
Basic   $ 0.02     $ 0.11     $ 0.13     $ 0.15  
Diluted   $ 0.02     $ 0.11     $ 0.13     $ 0.15  
                                 
Weighted average shares outstanding:                                
Basic     11,261,588       11,063,366       11,260,902       10,885,964  
Diluted     11,261,588       11,065,866       11,260,902       10,885,964  

 

 

 

VIRTRA, INC.

CONDENSED STATEMENTS OF CASH FLOWS

 

    2025     2024  
    Six Months Ended June 30  
    2025     2024  
          (Restated)  
Cash flows from operating activities:                
Net income   $ 1,439,375     $ 1,668,923  
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:                
Depreciation and amortization     829,841       525,077  
Right of use amortization     84,365       197,312  
Employee stock compensation     212,823       352,005  
Changes in operating assets and liabilities:                
Accounts receivable, net     1,557,910       7,347,700  
Inventory, net     1,776,667       (1,065,835 )
Deferred taxes     87,175       (149,958 )
Unbilled revenue     983,019       (280,044 )
Prepaid expenses and other current assets     (1,337,108 )     (1,046,213 )
Other assets     19,712       -  
Accounts payable and other accrued expenses     (273,918 )     (4,967,236 )
Operating lease right of use     (87,907 )     (207,208 )
Deferred revenue     755,476       (1,106,299 )
Net cash provided by operating activities     6,047,430       1,268,224  
                 
Cash flows from investing activities:                
Internal intangible assets     (2,265,489 )     -  
Purchase of property and equipment     (996,452 )     (1,608,798 )
Net cash (used in) investing activities     (3,261,941 )     (1,608,798 )
                 
Cash flows from financing activities:                
Principal payments of debt     (128,962 )     (117,785 )
Stock issued for options exercised     -       20,151  
Net cash (used in) financing activities     (128,962 )     (97,634 )
                 
Net increase (decrease) in cash     2,656,527       (438,208 )
Cash and restricted cash, beginning of period     18,040,827       18,849,842  
Cash and restricted cash, end of period   $ 20,697,354     $ 18,411,634  
                 
Supplemental disclosure of cash flow information:                
Income taxes paid (refunded)   $ 720,951     $ 5,314,387  
Interest paid   $ 116,415     $ 84,403