UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June 30,~~March 31, ~~2022~~2023

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

For the transition period from _____________ to ______________

Commission file number: 001-38420

VIRTRA, INC.

(Exact name of registrant as specified in its charter)

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

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

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

N/A

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

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

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

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

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

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

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

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

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

As of ~~August 11, 2022,~~May 8, 2023, the registrant had ~~10,876,945~~10,924,274 shares of common stock outstanding.

~~VIRTRA, INC.~~

~~FORM 10-Q~~

TABLE OF CONTENTS

			PAGE NO.
PART I	FINANCIAL INFORMATION

	Item 1.	Financial Statements (Unaudited)	~~F-1~~
		~~Balance Sheets as of June 30, 2022 and December 31, 2021~~	F-1
		Condensed Balance Sheets as of March 31, 2023 and December 31, 2022	F-1
		Condensed Statements of Operations for the Three ~~and Six~~ Months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~	F-2
		Condensed Statements of Changes in Stockholders’ Equity for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~	F-3
		Condensed Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~	F-4
		Notes to the Unaudited Financial Statements	F-5

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	87

	Item 4.	Controls and Procedures	87

PART II	OTHER INFORMATION

	Item 1.	Legal Proceedings	98

	Item 1A.	Risk Factors	98

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	98

	Item 3.	Defaults Upon Senior Securities	98

	Item 4.	Mine Safety Disclosures	98

	Item 5.	Other Information	98

	Item 6.	Exhibits	98

	SIGNATURES		109

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VIRTRA, INC.

CONDENSED BALANCE SHEETS

	March 31, 2023		December 31, 2022
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	14,257,735	$	13,483,597
Accounts receivable, net		4,689,725		3,002,887
Inventory, net		10,747,794		9,592,328
Unbilled revenue		7,916,478		7,485,990
Prepaid expenses and other current assets		532,726		531,051

Total current assets		38,144,458		34,095,853

Long-term assets:
Property and equipment, net		15,208,876		15,267,133
Operating lease right-of-use asset, net		1,091,040		1,212,814
Intangible assets, net		582,151		587,777
Security deposits, long-term		35,691		35,691
Other assets, long-term		377,253		376,461
Deferred tax asset, net		3,104,507		2,238,762

Total long-term assets		20,399,518		19,718,638

Total assets	$	58,543,976	$	53,814,491

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,568,651	$	1,251,240
Accrued compensation and related costs		1,334,707		1,494,890
Accrued expenses and other current liabilities		3,374,717		1,917,922
Note payable, current		229,398		232,537
Operating lease liability, short-term		565,949		557,683
Deferred revenue, short-term		3,803,298		4,302,492

Total current liabilities		10,876,720		9,756,764

Long-term liabilities:
Deferred revenue, long-term		2,345,698		1,605,969
Note payable, long-term		7,992,612		8,050,116
Operating lease liability, long-term		585,165		720,023

Total long-term liabilities		10,923,475		10,376,108

Total liabilities		21,800,195		20,132,872

Commitments and contingencies (See Note 9)		-		-

Stockholders’ equity:
Preferred stock $0.0001 par value; 2,500,000 authorized; no shares issued or outstanding		-		-
Common stock $0.0001 par value; 50,000,000 shares authorized; 10,924,274 shares issued and outstanding as of March 31, 2023, and 10,900,759 shares issued and outstanding as of December 31, 2022		1,091		1,089
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		-		-
Common stock, value		1,091		1,089
Additional paid-in capital		31,536,182		31,420,395
Retained earnings		5,206,508		2,260,135

Total stockholders’ equity		36,743,781		33,681,619

Total liabilities and stockholders’ equity	$	58,543,976	$	53,814,491

See accompanying notes to unaudited condensed financial statements.

F-1

VIRTRA, INC.

~~BALANCE SHEETS~~CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

June 30, 2022 December 31, 2021
(Unaudited)
ASSETS

Current assets:
Cash and cash equivalents $ 15,016,233 $ 19,708,565
Accounts receivable, net 6,388,087 3,896,739
Inventory, net 8,831,786 5,014,924
Unbilled revenue 4,820,051 3,946,446
Prepaid expenses and other current assets 848,759 940,887
Total current assets 35,904,916 33,507,561

Long-term assets:
Property and equipment, net 14,185,424 12,864,766
Operating lease right-of-use asset, net 623,648 784,306
Intangible assets, net 579,963 535,079
Security deposits, long-term 35,691 19,712
Other assets, long-term 376,461 189,734
Deferred tax asset, net 1,418,723 1,674,234
Total long-term assets 17,219,910 16,067,831

Total assets $ 53,124,826 $ 49,575,392

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable $ 1,458,968 $ 789,394
Accrued compensation and related costs 1,229,404 1,062,078
Accrued expenses and other current liabilities 1,270,086 991,744
Note payable, current 233,673 236,291
Operating lease liability, short-term 361,403 347,772
Deferred revenue, short-term 4,373,173 4,135,565
Total current liabilities 8,926,707 7,562,844

Long-term liabilities:
Deferred revenue, long-term 2,679,248 1,992,625
Note payable, long-term 8,165,838 8,280,395
Operating lease liability, long-term 321,217 505,383
Other long-term liabilities 5,436 5,436
Total long-term liabilities 11,171,739 10,783,839

Total liabilities 20,098,446 18,346,683

Commitments and contingencies (See Note 9) -

Stockholders’ equity:
Preferred stock $0.0001 par value; 2,500,000 authorized; 0 shares issued or outstanding - -

Common stock $0.0001 par value; 50,000,000 shares authorized; 10,876,945 shares issued and outstanding as of June 30, 2022 and 10,807,130 shares issued and outstanding as of December 31, 2021 1,087 1,081
Class A common stock $0.0001 par value; 2,500,000 shares authorized; 0 shares issued or outstanding - -
Class B common stock $0.0001 par value; 7,500,000 shares authorized; 0 shares issued or outstanding - -
Common stock, value 1,087 1,081
Additional paid-in capital 31,356,608 30,923,391
Retained earnings 1,668,685 304,237

Total stockholders’ equity 33,026,380 31,228,709

Total liabilities and stockholders’ equity $ 53,124,826 $ 49,575,392

	March 31, 2023			March 31, 2022
	Three Months Ended
	March 31, 2023			March 31, 2022
Revenue:
Net Sales	$	10,026,935		$	6,753,228
Total Revenue		10,026,935			6,753,228

Cost of sales		3,077,997			3,066,138

Gross Profit		6,948,938			3,687,090

Operating Expenses:
General and administrative		2,711,337			2,296,392
Research and Development		766,296			679,395

Net Operating expense		3,477,633			2,975,787

Income from operations		3,471,305			711,303

Other Income (expense):
Other Income		183,642			54,323
Other Expense		(67,229	)		(64,552	)
Net other income (expense)		116,413			(10,229	)

Income before provision for income taxes		3,587,718			701,074

Provision (Benefit) for income taxes		641,345			124,000

Net Income	$	2,946,373		$	577,074

Net income (loss) per common share:
Basic	$	0.27		$	0.05
Diluted	$	0.27		$	0.05

Weighted average shares outstanding:
Basic		10,917,311			10,807,269
Diluted		10,919,391			10,850,376

See accompanying notes to unaudited condensed financial statements.

~~F-1~~

F-2

VIRTRA, INC.

~~STATEMENTS OF OPERATIONS~~

~~(Unaudited)~~

Three Months Ended Six Months Ended
June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021

Revenues:
Net sales $ 7,997,383 $ 5,255,192 $ 14,750,611 $ 9,697,101
Total revenue 7,997,383 5,255,192 14,750,611 9,697,101

Cost of sales 3,253,651 2,120,492 6,319,789 3,993,896

Gross profit 4,743,732 3,134,700 8,430,822 5,703,205

Operating expenses:
General and administrative 3,085,051 2,002,612 5,381,443 3,712,845
Research and development 617,058 311,320 1,296,453 605,537

Net operating expense 3,702,109 2,313,932 6,677,896 4,318,382

Income from operations 1,041,623 820,768 1,752,926 1,384,823

Other income (expense):
Other income 57,056 34,379 111,379 50,758
Other expense (64,621 ) (32,608 ) (129,173 ) (35,042 )

Net other income (expense) (7,565 ) 1,771 (17,794 ) 15,716

Income before provision for income taxes 1,034,058 822,539 1,735,132 1,400,539

Provision for income taxes 246,684 293,180 370,684 216,017

Net income $ 787,374 $ 529,359 $ 1,364,448 $ 1,184,522

Net income per common share:
Basic $ 0.07 $ 0.05 $ 0.13 $ 0.13
Diluted $ 0.07 $ 0.05 $ 0.13 $ 0.13

Weighted average shares outstanding:
Basic 10,866,775 10,644,363 10,837,186 9,209,808
Diluted 10,892,302 10,693,238 10,867,667 9,209,509

~~See accompanying notes to unaudited financial statements.~~

~~F-2~~

~~VIRTRA, INC.~~

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

																	Shares		Amount		Shares		Amount		Capital		Stock		Earnings		Total
	For the Three Months Ended June 30, 2022																For the Three Months Ended March 31, 2023
	Preferred Stock				Common Stock				Additional Paid-In		Treasury		Accumulated				Preferred Stock				Common Stock				Additional Paid-In		Treasury		Accumulated
	Shares		Amount		Shares		Amount		Capital		Stock		Earnings		Total		Shares		Amount		Shares		Amount		Capital		Stock		Earnings		Total

Balance at March 31, 2022		-	$	-		10,809,630	$	1,081	$	30,957,616	$	-	$	881,311	$	31,840,008
Balance at December 31, 2022																		-	$	-		10,900,759	$	1,089	$	31,420,395		-	$	2,260,135	$	33,681,619
Stock options exercised		-		-		2,500		-		4,750		-		-		4,750		-		-		7,500		1		16,725		-		-		16,726
Stock issued for services		-		-		64,815		6		349,995		-		-		350,001		-		-		16,015		1		74,999		-		-		75,000
Stock reserved for future services		-		-		-		-		44,247		-		-		44,247		-		-		-		-		24,063		-		-		24,063
Net income		-		-		-		-		-		-		787,374		787,374		-		-		-		-		-		-		2,946,373		2,946,373
Balance at June 30, 2022		-	$	-		10,876,945	$	1,087	$	31,356,608	$	-	$	1,668,685	$	33,026,380
Balance at March 31, 2023																		-	$	-		10,924,274	$	1,091	$	31,536,182	$	-	$	5,206,508	$	36,743,781

																	Shares		Amount		Shares		Amount		Capital		Stock		Earnings		Total
	For the Six Months Ended June 30, 2022																For the Three Months Ended March 31, 2022
	Preferred Stock				Common Stock				Additional Paid-In		Treasury		Accumulated				Preferred Stock				Common Stock				Additional Paid-In		Treasury		Accumulated
	Shares		Amount		Shares		Amount		Capital		Stock		Earnings		Total		Shares		Amount		Shares		Amount		Capital		Stock		Earnings		Total

Balance at December 31, 2021		-	$	-		10,807,130	$	1,081	$	30,923,391	$	-	$	304,237	$	31,228,709		-	$	-		10,807,130	$	1,081	$	30,923,391		-		304,237	$	31,228,709
Balance, value																		-	$	-		10,807,130	$	1,081	$	30,923,391		-		304,237	$	31,228,709
Stock options exercised		-		-		5,000		-		12,725		-		-		12,725		-		-		2,500				7,975		-		-		7,975
Stock issued for services		-		-		64,815		6		349,995		-		-		350,001
Stock reserved for future services		-		-		-		-		70,497		-		-		70,497		-		-		-		-		26,250		-		-		26,250
Net income		-		-		-		-		-		-		1,364,448		1,364,448		-		-		-		-		-		-		577,074		577,074
Balance at June 30, 2022		-	$	-		10,876,945	$	1,087	$	31,356,608	$	-	$	1,668,685	$	33,026,380
Balance at March 31, 2022																		-	$	-		10,809,630	$	1,081	$	30,957,616	$	-	$	881,311	$	31,840,008
Balance, value																		-	$	-		10,809,630	$	1,081	$	30,957,616	$	-	$	881,311	$	31,840,008

For the Three Months Ended June 30, 2021
Preferred Stock Common Stock Additional Paid-In Treasury Accumulated
Shares Amount Shares Amount Capital Stock Deficit Total

Balance at March 31, 2021 - $ - 7,777,530 $ 778 $ 13,897,280 $ - $ (1,580,689 ) $ 12,317,369
Stock options exercised - - 2,500 - 2,450 - - 2,450
Stock issued for cash in offering, net - - 3,000,000 300 16,794,700 - - 16,795,000
Net income - - - - - - 529,359 529,359
Balance at June 30, 2021 - $ - 10,780,030 $ 1,078 $ 30,694,430 $ - $ (1,051,330 ) $ 29,644,178

For the Six Months Ended June 30, 2021
Preferred Stock Common Stock Additional Paid-In Treasury Accumulated
Shares Amount Shares Amount Capital Stock Deficit Total

Balance at December 31, 2020 - $ - 7,775,030 $ 778 $ 13,893,660 $ - $ (2,235,852 ) $ 11,658,586
Stock options exercised - - 5,000 - 6,070 - - 6,070
Stock issued for cash in offering, net - - 3,000,000 300 16,794,700 - - 16,795,000
Net loss - - - - - - 1,184,522 1,184,522
Net income (loss) - - - - - - 1,184,522 1,184,522
Balance at June 30, 2021 - $ - 10,780,030 $ 1,078 $ 30,694,430 $ - $ (1,051,330 ) $ 29,644,178

See accompanying notes to unaudited condensed financial statements.

F-3

VIRTRA, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

							2023			2022
	Six Months Ended June 30,						Three Months Ended March 31
	2022			2021			2023			2022

Cash flows from operating activities:
Net income	$	1,364,448		$	1,184,522
Net income (loss)							$	2,946,373		$	577,074
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization		446,688			201,156			227,570			215,746
Right of use amortization		160,658			153,299			121,774			79,853
Employee stock compensation		70,497			-			24,063			26,250
Stock issued for service		350,001			-			75,000			-
Changes in operating assets and liabilities:
Accounts receivable, net		(2,491,348	)		(4,136,335	)		(1,686,838	)		(1,242,273	)
Inventory, net		(3,816,862	)		(1,693,598	)		(1,155,466	)		(1,933,137	)
Deferred taxes		255,511			294,113			(865,745	)		(63,210	)
Unbilled revenue		(873,605	)		1,374,667			(430,488	)		(1,887,960	)
Prepaid expenses and other current assets		92,128			(353,765	)		(1,675	)		(20,391	)
Other assets		(186,727	)		21,148			(792	)		(186,727	)
Security deposits, long-term		(15,979	)		66,788
Accounts payable and other accrued expenses		1,115,242			933,840			1,610,884			603,601
Payments on operating lease liability		(170,535	)		(157,713	)
Operating lease liability								(126,592	)		(83,399	)
Deferred revenue		921,613			3,049,784			240,535			798,319

Net cash provided by (used in) operating activities		(2,778,270	)		937,906			978,603			(3,116,254	)

Cash flows from investing activities:
Purchase of intangible assets		(86,012	)		(92,886	)		-			(51,644	)
Purchase of property and equipment		(1,725,726	)		(602,009	)		(163,441	)		(804,433	)
Net cash used in investing activities		(1,811,738	)		(694,895	)
Net cash (used in) investing activities								(163,441	)		(856,077	)

Cash flows from financing activities:
Principal payments of debt		(115,049	)		-			(57,750	)		(57,975	)
Stock issued for cash in offering, net		-			16,795,000
Stock options exercised		12,725			6,070			16,726			7,975
Net cash provided by (used in) financing activities		(102,324	)		16,801,070
Net cash (used in) financing activities								(41,024	)		(50,000	)

Net increase (decrease) in cash and restricted cash		(4,692,332	)		17,044,081
Cash and cash equivalents, beginning of period		19,708,565			6,841,984
Cash and cash equivalents, end of period	$	15,016,233		$	23,886,065
Net increase (decrease) in cash								774,138			(4,022,331	)
Cash, beginning of period								13,483,597			19,708,565
Cash, end of period							$	14,257,735		$	15,686,234

Supplemental disclosure of cash flow information:
Cash (refunded) paid:
Income taxes paid (refunded)	$	99,035		$	(78,096	)	$	-		$	99,035
Interest paid		128,507			5,763			3,345			63,776

Supplemental disclosure of non-cash investing and financing activities:
Conversion of inventory to property and equipment	$	294,016		$	-		$	-		$	75,976

See accompanying notes to unaudited condensed financial statements.

F-4

VIRTRA, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Note 1. Organization and Significant Accounting Policies

Organization and Business Operations

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

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

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

Basis of Presentation

The unaudited financial statements included herein have been prepared by us without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with our audited financial statements for the year ended December 31, ~~2021~~2022 included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2022 filed with the SEC on ~~August 2, 2022.~~March 31, 2023. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted as permitted by the SEC, although we believe the disclosures that are made are adequate to make the information presented herein not misleading.

The accompanying unaudited financial statements reflect, in our opinion, all normal recurring adjustments necessary to present fairly our financial position ~~at June 30, 2022~~on March 31, 2023, and the results of our operations and cash flows for the periods presented. We derived the December 31, ~~2021~~2022, balance sheet data from audited financial statements; however, we did not include all disclosures required by GAAP.

Interim results are subject to seasonal variations, and the results of operations for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023, are not necessarily indicative of the results to be expected for the full year.

Use of Estimates

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

F-5

Revenue Recognition

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

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

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

Performance Obligation		Method of Recognition

Simulator and accessories		Upon transfer of control

Installation and training		Upon completion or over the period of services being rendered

Extended service-type warranty		Deferred and recognized over the life of the extended warranty

Customized software and content		Upon transfer of control or over the period services are performed depending on the terms of the contract

Customized content scenario		As performance obligation is transferred over time (input method using time and materials expanded)

Sales-based royalty exchanged for license of intellectual property		Recognized as the performance obligation is satisfied over time – which is as the sales occur.

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

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

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

F-6

Disaggregation of Revenue

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

~~Disaggregation of Revenue~~

Schedule of Disaggregation of ~~Revenues~~Revenue

																	Commercial		Government		International			Total		Commercial		Government		International		Total
	Three Months ended June 30,																Three Months Ended March 31
	2022								2021								2023									2022
	Commercial		Government		International		Total		Commercial		Government		International		Total		Commercial		Government		International			Total		Commercial		Government		International		Total
Simulators and accessories	$	3,521,100	$	1,422,233	$	1,737,301	$	6,680,634	$	543,890	$	3,503,592	$	106,933	$	4,154,415	$	489,810	$	5,479,641	$	3,141,870		$	9,111,321	$	1,580,192	$	3,224,558	$	906,636	$	5,711,386
Extended service-type warranties		30,546		747,878		27,646		806,070		25,547		673,970		28,965		728,482
Extended Service-type warranties																		23,343		539,208		19,424			581,975		31,487		620,361		17,662		669,510
Customized software and content		-		60,392		126,000		186,392		-		146,543		21,170		167,713		19,500		7,196		(16,861	)		9,835		-		51,714		83,000		134,714
Installation and training		35,343		249,847		39,097		324,287		15,043		186,909		-		201,952		20,562		249,554		53,688			323,804		11,865		157,553		68,200		237,618
Licensing and royalties		-		-		-		-		2,630		-		-		2,630
Total Revenue	$	3,586,989	$	2,480,350	$	1,930,044	$	7,997,383	$	587,110	$	4,511,014	$	157,068	$	5,255,192	$	553,215	$	6,275,599	$	3,198,121		$	10,026,935	$	1,623,544	$	4,054,186	$	1,075,498	$	6,753,228

~~F-6~~

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

For the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, governmental customers comprised $~~6,534,535~~6,275,599, or 4463% of total net sales, commercial customers comprised $~~5,210,533~~553,215, or 355% of total net sales, and international customers comprised $~~3,005,543~~3,198,121, or 2032% of total net sales. By comparison, for the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, governmental customers comprised $~~7,446,732~~4,054,186, or 7760%, of total net sales, commercial customers comprised $~~917,443~~1,623,544, or 924%, of total net sales, and international customers comprised $~~1,332,926~~1,075,498, or 1416%, of total net sales.

Customer Deposits

Customer deposits consist of prepaid deposits received for equipment purchase orders and for Subscription Training Equipment Partnership (“STEP”) operating agreements that expire annually. Customer deposits are considered a deferred liability until the completion of the customer’s contract performance obligation. When revenue is recognized, the deposit is applied to the customer’s receivable balance. Customer deposits are recorded as a current liability under deferred revenue on the accompanying balance sheet and ~~totalled~~totaled $~~3,212,846~~2,409,433 and $~~2,371,531~~2,719,108 ~~at June 30, 2022~~on March 31, 2023, and December 31, ~~2021,~~2022, respectively. Changes in deferred revenue amounts related to customer deposits will fluctuate from year to year based upon the mix of customers required to prepay deposits under the Company’s credit policy.

Warranty

The Company warranties its products from manufacturing defects on a limited basis for a period of one year after purchase, but also sells separately priced extended service-type warranties for periods of up to four years after the expiration of the standard one-year warranty. During the term of the initial one-year warranty, if the device fails to operate properly from defects in materials and workmanship, the Company will fix or replace the defective product. Deferred revenue for separately priced extended warranties one year or less ~~totalled~~totaled $~~1,160,327~~1,393,865 and $~~1,764,034~~1,583,384 as of ~~June 30, 2022~~March 31, 2023, and December 31, ~~2021,~~2022, respectively. Deferred revenue for separately priced extended warranties longer than one year ~~totalled~~totaled $~~2,311,052~~2,220,316 and $~~1,815,871~~1,601,472 as of ~~June 30, 2022~~March 31, 2023, and December 31, ~~2021,~~2022, respectively. The accrual for the one-year manufacturer’s warranty liability ~~totalled~~totaled $~~434,000~~358,000 and $~~384,000~~358,000 as of ~~June 30, 2022~~March 31, 2023, and December 31, ~~2021, respectively.~~2022, respectively, as there were no major warranty expenses that justified a change in accrual. During the ~~six~~three months ended ~~June 30,~~March 31, 2023, and 2022, ~~and 2021,~~ the Company recognized revenue of $~~916,069~~581,975 and $~~682,842~~669,510, respectively, related to the extended service-type warranties that was amortized from the deferred revenue balance at the beginning of each period. Changes in deferred revenue amounts related to extended service-type warranties will fluctuate from year to year based upon the average remaining life of the warranties at the beginning of the period and new extended service-type warranties sold during the period.

F-7

Concentration of Credit Risk and Major Customers and Suppliers

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

The Company’s cash, cash equivalents and certificates of deposit are maintained with financial institutions with high credit standings and are FDIC insured deposits. The FDIC insures deposits according to the ownership category in which the funds are insured and how the accounts are titled. The standard deposit insurance coverage limit is $250,000 per depositor, per FDIC-insured bank, per ownership category. The Company had uninsured cash and cash equivalents of $~~14,515,248~~13,757,735 and $~~19,207,786~~12,983,597 as of ~~June 30, 2022~~March 31, 2023, and December 31, ~~2021,~~2022, respectively.

~~F-7~~

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

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

As of ~~June 30, 2022, one commercial customer comprised~~ ~~13.7% of total accounts receivable. By comparison, as of December~~March 31, ~~2021,~~2023, the Company ~~did not have any~~had one customer that accounted for ~~more than~~ 1026% of the total accounts receivable.

Net Income per Common Share

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

Schedule of Earnings Per Share

	2023		2022
	Three Months Ended March 31,
	2023		2022

Net Income (loss)	$	2,946,373	$	577,074
Weighted average common stock outstanding		10,917,311		10,807,269
Incremental shares from stock options		2,080		43,107
Weighted average common stock outstanding, diluted		10,919,391		10,850,376

Net income (loss) per common share and common equivalent share
Basic	$	0.27	$	0.05
Diluted	$	0.27	$	0.05

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021

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

Note 2. Inventory

Inventory consisted of the following as of:

Schedule of Inventory

	June 30, 2022			December 31, 2021			March 31, 2023			12/31/2022

Raw materials and work in process	$	9,134,217		$	5,229,636		$	11,050,225		$	9,894,759
Reserve		(302,431	)		(214,712	)		(302,431	)		(302,431	)

Total inventory	$	8,831,786		$	5,014,924
Total Inventory							$	10,747,794		$	9,592,328

F-8

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

Note 3. Property and Equipment

Property and equipment consisted of the following as of:

Schedule of Property and Equipment

	June 30, 2022			December 31, 2021
							March 31, 2023			December 31, 2022
Land	$	1,778,987		$	1,778,987		$	1,778,987		$	1,778,987
Building & Building Improvements		9,097,454			9,005,205			9,129,364			9,129,364
Computer equipment		1,204,720			1,171,319			1,209,371			1,210,021
Furniture and office equipment		272,806			262,814			302,173			289,379
Machinery and equipment		2,739,881			1,970,007			2,787,932			2,788,803
STEP equipment		1,790,268			1,496,252			2,002,083			1,954,430
Leasehold improvements		334,934			334,934			347,384			347,384
Construction in Progress		533,194			7,000			1,853,847			1,749,332

Total property and equipment		17,752,244			16,026,518			19,411,141			19,247,700
Less: Accumulated depreciation and amortization		(3,566,820	)		(3,161,752	)		(4,202,265	)		(3,980,567	)

Property and equipment, net	$	14,185,424		$	12,864,766		$	15,208,876		$	15,267,133

Depreciation ~~expense,~~expenses, including STEP depreciation, ~~was~~were $~~405,162~~223,781 and $~~196,711~~195,031 for the ~~six~~three months ended ~~June 30,~~March 31, 2023, and 2022, ~~and 2021,~~ respectively.

~~F-8~~

Note 4. Intangible ~~Asset~~Assets

Intangible ~~asset~~assets consisted of the following as of:

Schedule of Intangible Asset

	June 30, 2022			December 31, 2021			March 31, 2023			December 31, 2022
Patents	$	160,000		$	160,000		$	160,000		$	160,000
Capitalized media content		417,240			331,228			451,244			451,244
Acquired lease intangible assets		83,963			83,963			83,963			83,963

Total intangible assets		661,203			575,191			695,207			695,207
Less accumulated amortization		(81,240	)		(40,112	)		(113,056	)		(107,430	)

Intangible assets, net	$	579,963		$	535,079		$	582,151		$	587,777

Amortization expense was $~~41,128~~5,626 and $~~4,445~~20,564 for the ~~six~~three months ended ~~June 30,~~March 31, 2023, and 2022, ~~and 2021,~~ respectively.

F-9

Note 5. Leases

The Company leases approximately 37,729 rentable square feet of office and warehouse space from an unaffiliated third party for our former corporate office, manufacturing, assembly, warehouse and shipping facility located at 7970 South Kyrene Road, Tempe, Arizona 85284. From 2016 through March 2019, the Company leased approximately 4,529 rentable square feet of office and industrial space from an unaffiliated third party for our machine shop at 2169 East 5th Street, Tempe, Arizona 85284. In April 2019, the Company relocated the machine shop from the 5th Street location to 7910 South Kyrene Road, located within the same business complex as our main office. The Company executed a lease amendment to add an additional 5,131 rentable square feet for the machine shop and extended its existing office lease through April 2024. On June 1, 2022, we entered into a new lease of approximately 9,350 square feet located at 12301 Challenger Parkway, Orlando, Florida, from an unaffiliate third party through May 2027.

On March 1,2023 the company entered into a sublease for its 7970 South Kyrene location for the last 13 months of the lease agreement.

The Company’s lease agreements do not contain any residual value guarantees, restrictive covenants or variable lease payments. The Company has not entered into any financing leases.

In addition to base rent, the Company’s lease generally provides for additional payments for other charges, such as rental tax. The lease includes fixed rent escalations. The Company’s lease does not include an option to renew.

The Company determines if an arrangement is a lease at inception. Operating leases are recorded in operating lease right of use assets, net, operating lease liability – short-term, and operating lease liability – long-term on its balance ~~sheet classification of~~sheets.

Operating lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease assets and liabilities asare recognized at the commencement date based on the present value of ~~June 30, 202~~lease payments over the lease term. As the Company’s lease does not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate used at adoption was ~~as follows:~~4.5%. Significant judgement is required when determining the Company’s incremental borrowing rate. The Company uses the implicit rate when readily determinable. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Effective June 1, 2022, the Company obtained a right-of-use asset in exchange for a new operating lease liability in the amount of $840,855. Effective January 1, 2019, the Company obtained a right-of-use asset in exchange for a new operating lease liability in the amount of $1,721,380 and derecognized $46,523 deferred rent for an adjusted operating lease right-of-use asset in the net amount of $1,674,857.

Schedule of Balance Sheet Classification of Lease Assets and Liabilities


Balance Sheet Classification	June 30, 2022			March 31, 2023			December 31, 2022
Assets
Operating lease right-of-use assets, December 31, 2021	$	784,306
Amortization for the six months ended June 30, 2022		(160,658	)
Total operating lease right-of-use asset, June 30, 2022	$	623,648
Operating lease right-of-use assets, beginning of period				$	1,212,814		$	784,306
Additional property in Orlando					-			840,843
Amortization for the period ended					(121,774	)		(412,335	)
Total operating lease right-of-use asset				$	1,091,040		$	1,212,814
Liabilities
Current
Operating lease liability, short-term	$	361,403		$	565,949		$	557,683
Non-current
Operating lease liability, long-term		321,217			585,165			720,023
Total lease liabilities	$	682,620		$	1,151,114		$	1,277,706

F-10

Future minimum lease payments as of ~~June 30, 2022~~March 31, 2023, under ~~non-cancellable operating leases are as follows:~~

~~Schedule of Future Minimum Lease Payments~~

2022 $ 190,941
2023 390,562
2024 131,152

Total lease payments 712,655
Less: imputed interest (30,035 )
Operating lease liability $ 682,620

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

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

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

2022 $ 379,097
2023 390,562
2024 131,152

Total lease payments 900,811
Less: imputed interest (47,656 )
Operating lease liability $ 853,155

Schedule of Future Minimum Lease Payments


2023	$	464,563
2024		317,938
2025		191,478
2026		196,311
2027		99,381

Total lease payments		1,269,671
Less: imputed interest		(118,557	)
Operating lease liability	$	1,151,114

Rent ~~expense~~expenses for the three months ended ~~June 30,~~March 31, 2023, and 2022 ~~and 2021 was~~were $~~195,201~~108,230 and $~~115,140, respectively. Rent expense for the six months ended June 30, 2022 and 2021 was $404,453~~ ~~and $258,897~~81,651, respectively.

~~F-10~~

Note 6. Accrued Expenses

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

Schedule of Accrued Compensation and Related Costs

	June 30, 2022		December 31, 2021
					March 31, 2023		December 31, 2022
Salaries and wages payable	$	365,537	$	422,562	$	210,102	$	502,940
Employee benefits payable		-		16,523		15,851		31,618
Accrued paid time off (PTO)		574,185		483,311		588,913		590,491
Profit sharing payable		289,682		139,682		519,841		369,841

Total accrued compensation and related costs	$	1,229,404	$	1,062,078	$	1,334,707	$	1,494,890

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

Schedule of Accrued Expenses and Other Current Liabilities

June 30, 2022 December 31, 2021

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

~~F-11~~

	March 31, 2023		December 31, 2022
Manufacturer’s warranties	$	358,000	$	358,000
Taxes payable		2,757,370		1,294,110
Miscellaneous payable		259,347		265,812

Total accrued expenses and other current liabilities	$	3,374,717	$	1,917,922

Note 7. Note Payable

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

F-11

The note payable amounts consist of the following:

Schedule of Notes Payable

June 30, 2022 December 31, 2021

Short-term liabilities:
Note payable, principal $ 229,560 $ 231,871
Accrued interest on note 4,113 4,420

Note payable, short-term $ 233,673 $ 236,291

Long-term liabilities:
Note payable, principal $ 8,165,838 $ 8,280,395

Note payable, long term $ 8,165,838 $ 8,280,395

	March 31, 2023		December 31, 2022

Short-term liabilities
Note payable, principal	$	224,144	$	227,324
Accrued interest to date		5,254		5,213

Note Payable, short-term	$	229,398	$	232,537

Long-term liabilities
Note payable, principal	$	7,992,612	$	8,050,116

Note payable, long tern	$	7,992,612	$	8,050,116

Note 8. Related Party Transactions

During the ~~six~~three months ended ~~June 30,~~March 31, 2023, one Board member and the Company’s Co-CEO purchased 7,500 shares of common stock, $0.0001 par value per share (the “Common Stock”), pursuant to the exercise of previously awarded stock options at the exercise price of $2.23 per share, for a total of $16,726.

During the three months ended March 31, 2022, the Company redeemed ~~17,500~~8,750 previously awarded stock options nearing expiration from ~~related parties consisting of~~ the Company’s Co-CEO and former COO. The redemption eliminated the stock options and resulted in a total of $~~47,800~~24,150 in additional compensation ~~expense. During~~expense in 2022. Also, during the ~~six~~three months ended ~~June 30,~~March 31, 2022, the Company issued 2,500 Common Stock to one member of the Board ~~member purchased~~ ~~5,000~~ ~~shares~~ of ~~common stock, $0.0001~~ ~~par value per share which was then issued to him~~Directors for previously awarded stock options at an exercise price of $~~12,725~~7,975 ~~cash paid.~~.

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

~~F-12~~

Note 9. Commitments and Contingencies

~~General or Threatened~~ Litigation

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

Restricted Stock Unit Grants

~~The Company granted~~On August 26, 2021, and April 11, 2022, the Compensation Committee of the Board of Directors issued a total of ~~224,133~~392,223, and ~~168,090~~288,889 ~~performance-based restricted stock units (“RSUs”) in August 2021~~Restricted Stock Units (RSUs), respectively, pursuant to ~~one~~Section 9 of ~~its Co-Chief~~the 2017 Equity Incentive Plan to the co-Chief Executive Officers and the Chief Operating Officer, ~~respectively. The~~to be awarded based on achievement of certain performance goals over the next three years. During August 2022, 168,090 Restricted Stock Units were forfeited upon the departure of the Chief Operating Officer.

On December 1, 2022, the Company ~~granted~~issued a total of ~~288,889~~15,000 ~~performance-based~~ RSUs ~~in April 2022~~ to its ~~other Co-Chief Executive Officer.~~ Chief Financial Officer, which can be awarded based on achievement of performance goals over the next three years. On January 1, 2023, the Company issued 42,735 RSUs to a new member of the Board of Directors which can be awarded only upon a sale of the Company.

It is the Company’s policy to estimate the fair value of the RSU’s on the date of the grant and evaluate the probability of achieving the net profit (net income under GAAP) tranches quarterly. If the target is deemed probable, the expense is amortized on a straight-line basis over the remaining ~~time~~ period. The Company determined based on the vesting terms ofdescribed above that the ~~RSU grants that achieving~~ net profit (net income under GAAP) for the twelve months ending June 30, 2022, was $2,720,015 and therefore awarded 5,747 (prior to deduction of 1,840 shares to pay the tax withholding liability) and 7,407 shares of common stock to its Co-Chief Executive Officers. The Company determined based on the vesting terms described above that the net profit (net income under GAAP) for the twelve months ending June 30, 2023, of $~~2,500,000~~3,000,000 is probable and recorded ~~expense~~expenses of $24,063 and $26,250 related to the RSUs for the three months ending March 31, 2023, and ~~six months ending June 30,~~ 2022, ~~of $26,250 and $70,497~~, respectively.

F-12

Profit Sharing

VirTra provides a discretionary profit-sharing program that pays out a percentage of Company profits each year as a cash bonus to eligible employees. The cash payment is typically split into two equal payments and distributed pro-rata in April and October of the following year to only active employees. For the ~~six months ended June 30, 2022 and 2021, $150,000~~ ~~and $150,000~~ ~~was expensed to operations for profit sharing. For the~~ three months ended March 31, 2023, and 2022, $150,000 and $75,000 was expensed to operations for profit sharing. ~~For the three months ended March 31, 2021,~~ 0 ~~amount was expenses to operations due to uncertainty related to on-going COVID restrictions.~~

~~F-13~~

Note 10. Stockholders’ Equity

Stock Repurchase

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

~~Treasury Stock~~

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

Non-qualified Stock Options

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

Schedule of Non-qualified Stock Options

	June 30, 2022					June 30, 2021					March 31, 2023					December 31, 2022
	Number of Stock			Weighted Exercise		Number of Stock			Weighted Exercise		Number of Stock			Weighted Exercise		Number of Stock			Weighted Exercise
	Options			Price		Options			Price		Options			Price		Options			Price
Options outstanding, beginning of year		112,500		$	3.51		164,167		$	3.13		45,000		$	4.26		112,500		$	3.51
Granted		-			-		-			-		-			-		-			-
Redeemed		(17,500	)		2.55		(17,500	)		1.21		-			-		(27,500	)		2.44
Exercised		(5,000	)		2.55		(5,000	)		1.21		(7,500	)		2.23		(17,500	)		2.33
Expired / terminated		-			-		-			-		-			-		(22,500	)		4.05
Options outstanding, end of period		90,000		$	3.76		141,667		$	3.43		37,500		$	4.60		45,000		$	4.26
Options exercisable, end of period		90,000		$	3.76		141,667		$	3.43		37,500		$	4.60		45,000		$	4.26

F-13

The Company did not have any non-vested stock options outstanding as of ~~June 30, 2022~~March 31, 2023, and December 31, ~~2021.~~2022. The weighted average contractual term for options outstanding and exercisable ~~at June 30,~~on March 31, 2023, and 2022 ~~and 2021~~ was 7 years. The aggregate intrinsic value of the options outstanding and exercisable ~~at June 30,~~on March 31, 2023, and 2022 ~~and 2021~~ was $~~56,700~~1,800 and $~~557,707~~258,077~~, respectively. The total intrinsic value of options exercised and redeemed during the six months ended June 30, 2022 and 2021 was $141,272~~ ~~and $27,315~~, respectively. For the three months ended ~~June 30,~~March 31, 2023, and 2022, ~~and 2021,~~ the Company received payments related to the exercise of options in the amount of $~~4,750~~16,726 and $~~2,450~~7,975, respectively. The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the Company’s common stock for those stock options that have an exercise price lower than the fair value of the Company’s common stock. Options with an exercise price above the fair value of the Company’s common stock are considered to have no intrinsic value.

~~F-14~~

2017 Equity Incentive Plan

Through ~~June 30, 2022,~~March 31, 2023, 224,133, and 288,889~~, and~~ ~~168,090~~ restricted stock awards and 14,057and 10,543restricted shares have been granted under the Equity Plan to the Company’s Co-CEO’s and former COO, respectively.

Common stock activity

~~On April 11, 2022,~~During the ~~Company issued Mr. Givens a signing bonus of~~three months ended March 31, 2023, one Board member and the Company’s Co-CEO purchased ~~64,815~~7,500 shares of ~~common stock, valued at $5.40~~ ~~per share for a total value of $350,001, which are restricted from transfer until the earlier of: i) 12 months of employment having lapsed or ii) the Company terminating employment with Mr. Givens without cause.~~

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

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

On March 31, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to sell to the Purchasers an aggregate of ~~3,000,000~~ ~~shares (the “RDO Shares”) of the Company’s~~ common stock, $0.0001 par value per share (the “Common Stock”), pursuant to the exercise of previously awarded stock options at athe exercise price of $~~6.00~~2.23 per share, infor a registered director offering (the “Offering”). The RDO Shares were offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-238624), which was filed by the Company with the SEC on May 22, 2020 and subsequently declared effective on June 2, 2020, and a related prospectus.

The Company also entered into a placement agent agreement (the “Placement Agency Agreement”) on March 31, 2021 with Roth Capital Partners, LLC (“Roth”), pursuant to which Roth agreed to serve as placement agent for the issuance and saletotal of ~~the RDO Shares. The Company agreed to pay Roth an aggregate fee equal to~~ ~~6.5~~% of the gross proceeds received by the Company from the sale of the securities in the transaction. The Company also agreed to pay Roth a reimbursement for legal fees and expenses in an amount not to exceed $~~35,000~~16,726.

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

~~A prospectus supplement and the accompanying prospectus relating to and describing the terms of the Offering, dated~~three months ended March 31, ~~2021, was filed with~~2023, 5,331 shares valued at $25,000 and 10,684 shares valued at $50,000 were issued to an employee and a Board member, respectively, as signing bonuses. The shares will vest if the ~~SEC on April 2, 2021.~~Board member remains in continuous service through June 30, 2024.

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

Note 11. Subsequent Events

None.

~~F-15~~

F-14

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto as of and for the year ended December 31, ~~2021~~2022 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, filed with the Securities and Exchange Commission (the “SEC”) on ~~August 2, 2022.~~March 31, 2023.

Forward-Looking Statements

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

Business Overview

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

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

Business Strategy

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

	●	*Build Our Core Business*. Our goal is to profitably grow our market share by continuing to develop, produce and market the most effective simulators possible. Through disciplined growth in our business, we have achieved a solid balance sheet by increasing our working capital and limiting our bank debt. We plan to add staff to our experienced management team as needed to meet the expected increase in demand for our products and services as we increase our marketing and sales activities.

	●	Increase Total Addressable Market. We plan to increase the size of our total addressable market. This effort will focus on new marketing and new product and/or service offerings for the purpose of widening the number of types of customers who might consider our products or services uniquely compelling.

	●	Broaden Product Offerings. Since its formation in 1993, our company has had a proud tradition of innovation in the field of simulation and virtual reality. We plan to release revolutionary new products and services as well as continue incremental improvements to existing product lines. In some cases, the company may enter a new market segment via the introduction of a new type of product or service.

	●	*Partners and Acquisitions.* We try to spend our time and funds wisely and not tackle tasks that can be done more efficiently with partners. For example, international distribution is often best accomplished through a local distributor or agent. We are also open to the potential of acquiring additional businesses or of being acquired ourselves, based on what is expected to be optimal for our long-term future and our stockholders.

Product Offerings

Our simulator products include the following:

●

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

	○	The ~~V-300®~~V-300™ is the higher standard for decision-making simulation and tactical firearms training. Five screens and a 300-degree immersive training environment ensures that time in the simulator translates into real world survival skills. The system reconfigures to support 15 individual firing lanes.

	○	A key feature of the ~~V-300®~~V-300™ shows how quickly judgment decisions ~~have to~~must be made, and, sometimes, if they are not made immediately and ~~quickly,~~accurately, it can lead to the possible loss of lives. This feature, among others, supports our value proposition to our customers is that ~~you cannot put a dollar value on~~best practices is being prepared enough for the surprises that could be around every corner and the ability to safely neutralize any life-threatening encounters.

●

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

○

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

●

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

	○	The ~~V-100®~~V-100™ is the higher standard among single-screen firearms training simulators. Firearms training mode supports up to ~~four (4)~~4 individual firing lanes at one time. The optional ~~Threat-Fire®~~Threat-Fire™ device safely simulates enemy return fire with an electric impulse (or vibration version), reinforcing performance under pressure. We offer ~~the industry’s only~~an upgrade path, so a ~~V-100®~~V-100™ firearms training and force options simulator can affordably grow into an advanced multi-screen trainer in upgraded products that we offer customers for future purchase.

	○	The ~~V-100®~~V-100™ MIL is sold to various military commands throughout the world and can support any local language. The system is extremely compact and can even share space with a standard classroom or ~~squeeze~~fits into almost any existing facility. If a portable firearms simulator is needed, this model offers the most compact single-screen simulator on the market today – everything organized into one standard case. The ~~V-100®~~V-100™ MIL is the higher standard among single-screen small arms training simulators. Military Engagement Skills mode supplies realistic scenario training taken from real world events.

	○	The V-ST ~~PRO®~~PRO™ a ~~highly-realistic~~highly realistic single screen firearms shooting and skills training simulator with the ability to scale to multiple screens creating superior training environments. The system’s flexibility supports a combination of marksmanship and use of force training on up to 5 screens from a single operator station. The V-ST ~~PRO®~~PRO™ is also capable of displaying 1 to 30 lanes of marksmanship featuring real world, accurate ballistics.

	●	Virtual Interactive Coursework Training Academy (V-VICTA)™ enables law enforcement agencies, to effectively teach, train, test and sustain departmental training requirements through nationally accredited coursework and training scenarios using our simulators.

	●	Subscription Training Equipment Partnership (STEP)™ is a program that allows agencies to utilize VirTra’s simulator products, accessories, and ~~V-VICTA™~~V-VICTA interactive coursework on a subscription basis.

	●	~~V-Author®~~V-Author™ Software allows users to create, edit, and train with content specific to agency’s objectives and environments. ~~V-Author®~~V-Author™ is an ~~easy to use~~easy-to-use application capable of almost unlimited custom scenarios, skill drills, targeting exercises and firearms ~~course-ware~~courseware proven to be highly effective for users of VirTra simulation products.

	●	Simulated Recoil Kits - a wide range of highly realistic and reliable simulated recoil kits/~~weapons. These drop-in conversion kits fit into real~~ weapons ~~but safely simulate the most powerful recoil on the market and even lock-back when out-of-ammunition or simulating a dud.~~

	●	Return Fire Device – the patented ~~Threat-Fire®~~Threat-Fire™ device which applies real-world stress on the trainees during simulation training.

	●	VirTra has installed a volumetric video capture studio in order to create training scenarios that could work in either screen-based simulators or in headset-based simulators. Volumetric video realism far exceeds that of computer-generated avatars which likely gives VirTra a strategic advantage for highly desired de-escalation training, especially when simulating human interaction is required.

	●	TASER©, OC spray and low-light training devices that interact with VirTra’s simulators for training.

~~Recent Developments~~

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

Results of operations for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023, and March 31, 2022 ~~and June 30, 2021~~

Revenues. ~~Revenues~~Net sales were ~~$7,997,383~~$10,026,935 for the three months ended ~~June 30, 2022~~March 31, 2023, compared to ~~$5,255,192~~$6,753,228 for the same period in ~~2021,~~2022, an increase of ~~$2,742,191,~~$3,273,707 or ~~52%. Revenues were $14,750,611 for the six months ended June 30, 2022 compared to $9,697,101 for the same period in 2021, an increase of $5,053,510, or 52%~~48%. The increase in revenues for the three ~~and six~~ months ended ~~June 30, 2022~~March 31, 2023, resulted from ~~an increase in~~ the ~~number~~delivery of ~~simulators~~2 major government contracts and ~~accessories completed, delivered and revenue recognized compared to the same periods in 2021.~~one large international contract.

Cost of Sales. Cost of sales were ~~$3,253,651~~$3,077,997 for the three months ended ~~June 30, 2022~~March 31, 2023, compared to ~~$2,120,492~~$3,066,138 for the same period in ~~2021,~~2022, an increase of ~~$1,133,159,~~$11,859, or ~~53%. Cost of sales were $6,319,789 for the six months ended June 30, 2022 compared to $3,993,896 for the same period in 2021, an increase of $2,325,893, or 58%~~4%. The increase was due to ~~additional material costs~~an increase in sales requiring more materials but comparatively we do have a decrease in cost of sales in relation to the net sales. This is due to ~~higher quantities of simulator systems~~our efforts to streamline our processes and ~~accessories sold.~~our ordering efficiencies. The cost of sales on a dollar basis varies from quarter-to-quarter as a result of sales volume and product mix.

Gross Profit. Gross profit was ~~$4,743,732~~$6,948,938 for the three months ended ~~June 30, 2022~~March 31, 2023, compared to ~~$3,134,700~~$3,687,090 for the same period in ~~2021,~~2022, an increase of ~~$1,609,032,~~$3,261,848, or ~~51%. Gross profit was $8,430,822 for the six months ended June 30, 2022 compared to $5,703,205 for the same period in 2021, an increase of $2,727,617, or 48%~~88%. The gross profit margin for the three months ended ~~June 30,~~March 31, 2023, and 2022 was 69% and ~~2021 was 59% and 60%~~55%, respectively. The ~~gross profit margin was 57% for the six months ended June 30, 2022 and 59% for the same period in 2021. The decrease~~increase in gross profit ~~margin percentage~~ was due to ~~increased costs, and~~ the product mix of systems, accessories and services sold.

Operating Expenses. Net operating expense was ~~$3,702,109~~$3,477,633 for the three months ended ~~June 30, 2022~~March 31, 2023, compared to ~~$2,313,932~~$2,975,787 for the same period in ~~2021,~~2022, an increase of ~~$1,388,177,~~$501,846, or ~~60%. Net operating expense was $6,677,896 for the six months ended June 30, 2022 compared to $4,318,382 for the same period in 2021, an increase of $2,359,514, or 55%~~17%. The increase was primarily due to an increase in salaries and benefits due to additional staff, the expenses ~~related to~~for the ~~move into the new building~~Orlando office and ~~increased payroll costs.~~a $86,000 increase in research and development.

Operating Income. ~~Income from operations~~Operating income was ~~$1,041,623~~$3,471,305 for the three months ended ~~June 30, 2022~~March 31, 2023, compared to ~~$820,768~~an operating income of $711,303 for the same period in ~~2021,~~2022, an increase of ~~$220,855~~$2,760,002 or ~~27%~~388%. ~~Operating~~

Other Income. Other income net of other expense was ~~$1,752,926~~$116,413 for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023, compared to ~~$1,384,823~~net other expense of $10,229 for the same period in ~~2021,~~2022, an increase of ~~$368,103,~~$126,642, or ~~27%.~~

~~Other Income (Expense).~~ ~~Other expense net of other income was $7,565 for the three months ended June 30, 2022 compared to other income net of other expense of $1,771 for the same period in 2021, a decrease of $9,336, or 527%~~1238%, primarily from ~~increased interest expense~~the additional rental income from the sublet property and a gain on note payable. Other expense net of other income was $17,794 for the six months ended June 30, 2022 compared to other income net of other expense of $15,716 for the same period in 2021, a decrease of $33,510, or 213%.foreign exchange from international sales.

Provision (Benefit) for Income ~~Tax Benefit.~~Tax. ~~Income~~Provision for income tax ~~expense~~ was ~~$246,684~~$641,345 for the three months ended ~~June 30, 2022~~March 31, 2023, compared to ~~an income tax expense of $293,180~~$124,000 for the same period in ~~2021, a decrease of $46,496, or 16%. Income tax expense was $370,684 for the six months ended June 30,~~ 2022, ~~compared to an income tax expense of $216,017 for the same period in 2021,~~ an increase of ~~$154,667,~~$517,345, or ~~72%~~417%. Provision (benefit) for income tax is estimated quarterly applying both federal and state tax rates.

Net Income (Loss). Net income was ~~$787,374~~$2,946,373 for the three months ended ~~June 30, 2022,~~March 31, 2023, compared to ~~$529,359~~net income of $577,074 for the same period in ~~2021,~~2022, an increase of ~~$258,015,~~$2,369,299 or ~~49%. Net income was $1,364,448 for the six months ended June 30, 2022 compared to $1,184,522 for the same period in 2021, an increase of $179,926, or 15%~~411%. The fluctuations in net income (loss) ~~relates~~relate to each respective section discussed above.

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

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

	For the Three Months Ended										For the Six Months Ended									For the Three Months Ended
	June 30,		June 30,		Increase			%			June 30,		June 30,		Increase		%							Increase			%
	2022		2021		(Decrease)			Change			2022		2021		(Decrease)		Change			March 31, 2023		March 31, 2022		(Decrease)			Change

Net Income	$	787,374	$	529,359	$	258,015			49	%	$	1,364,448	$	1,184,522	$	179,926		15	%
Net Income (Loss)																				$	2,946,373	$	577,074	$	2,369,299			411	%
Adjustments:
Provision for income taxes		246,684		293,180		(46,496	)		-16	%		370,684		216,017		154,667		72	%		641,345		124,000		517,345			417	%
Depreciation and amortization		230,942		103,865		127,077			122	%		446,688		201,155		245,533		122	%		227,570		215,746		11,824			5	%
Interest (net)																					48,183		57,246		(9,063	)		-16	%
EBITDA	$	1,265,000	$	926,404	$	338,596			37	%	$	2,181,820	$	1,601,694	$	580,126		36	%	$	3,863,471	$	974,066	$	2,889,405			296	%
Right of use amortization		80,805		77,090		3,715			5	%		160,658		153,299		-					121,774		79,853		41,921			52	%

Adjusted EBITDA	$	1,345,805	$	1,003,494	$	342,311			34	%	$	2,342,478	$	1,754,993	$	580,126		33	%	$	3,985,245	$	1,053,919	$	2,931,326			278	%

Liquidity and Capital Resources. Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. The Company had ~~$15,016,233~~$14,257,735 and ~~$19,708,565~~$13,483,597 of cash and cash equivalents as of ~~June 30, 2022~~March 31, 2023, and December 31, ~~2021,~~2022, respectively. Working capital was ~~$26,978,209~~$27,267,738 and ~~$25,944,717~~$24,339,089 as of ~~June 30, 2022~~March 31, 2023, and December 31, ~~2021,~~2022, respectively.

Net cash provided by operating activities was $978,603 and used in operating activities ~~was $2,778,270~~$3,116,254 for the ~~six~~three months ended ~~June 30,~~March 31, 2023, and 2022, ~~and net~~respectively. Net cash provided by operating activities ~~was $937,906 for the six months ended June 30, 2021. Net cash used in operating activities~~ resulted primarily from increases in accounts receivable, inventory, and prepaid expenses, offset by increases in trade accounts payable, accrued compensation, unbilled revenues, and deferred revenues, as well as other changes in operating assets and liabilities.the net income for the 2023 period.

Net cash used in investing activities was ~~$1,811,738~~$163,441 for the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, compared to net cash used in investing activities of ~~$694,895~~$856,077 for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. Investing activities in ~~2022~~2023 and ~~2021~~2022 consisted of ~~purchase~~purchases of intangible assets and ~~manufacturing~~purchases of property and equipment.

Net cash used in financing activities was ~~$102,234~~$41,024 for the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, compared to ~~net cash provided by financing activities of $16,801,070~~$50,000 for the ~~six~~three months ended ~~June 30, 2021. Financing activities in 2021 consisted~~March 31, 2022. In both periods, cash was used primarily for principal payment of debt offset by the ~~issuance of additional common stock for cash and stock options exercised and redeemed, compared to financing activities in 2022 which consisted~~proceeds from the exercise of stock ~~options exercised and principal payments on note payable.~~options.

Bookings and Backlog

The Company defines bookings as the total of newly signed contracts and purchase orders received in a defined time period. The Company received bookings ~~totalling $9.9~~totaling $4.4 million for the ~~six~~three months ended ~~June 30, 2022.~~March 31, 2023. The Company defines backlog as the accumulation of bookings that have not started or are uncompleted performance objectives and cannot be recognized as revenue until delivered in a future quarter. Backlog also includes extended warranty agreements and STEP agreements that are deferred revenue recognized on a straight-line basis over the life of each respective agreement. As of ~~June 30, 2022,~~March 31, 2023, the Company’s backlog was ~~$16.5~~$18.9 million. The breakout of this backlog includes $10.3 million in capital, $6.5 million in service and warranties, and $2.1 million in STEP contracts. Warranties/Service and STEP backlog calculated in this number is revenue that will be recognized on a straight-line basis over the next 7 years. In addition, there is $6 million in renewable STEP contracts over the next 5 years. Management estimates the majority of the new bookings received in the first ~~six months~~quarter of ~~2022~~2023 will be converted to revenue in ~~2022.~~2023. Management estimates the conversion of backlog based on current contract delivery dates; however, contract terms and dates are subject to modification and are routinely changed at the request of the customer. Additionally, due to the impact of COVID-19, management’s estimates will change in accordance with federal and state guidelines. To date, the COVID-19 restrictions have resulted in reduced customer shipments and customer system installations. These recent developments are expected to result in lower recognized revenue and possibly lower gross margin when they occur. To date, there have been no order cancellations, only delays in when orders ship or installations occur and all delayed orders remain in backlog.

Cash Requirements

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

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our unaudited financial statements, which have been prepared in accordance with GAAP. The preparation of our unaudited financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to areas that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty. Significant accounting estimates in these financial statements include valuation assumptions for share-based payments, allowance for doubtful accounts and notes receivable, inventory reserves, accrual for warranty reserves, the carrying value of long-lived assets, income tax valuation allowances, the carrying value of cost basis investments, and the allocation of the transaction price to the performance obligations in our contracts with customers. We base our estimates on historical experience, our observance of trends in particular areas, and information or valuations and various other assumptions that we believe to be reasonable under the circumstances and which form the basis for making judgments about the carrying value of assets and liabilities that may not be readily apparent from other sources. Actual amounts could differ significantly from amounts previously estimated. For a discussion of our critical accounting policies, refer to Part I, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2021. Management believes that there have been no changes in our critical accounting policies during the ~~six~~three months ended ~~June 30, 2022.~~March 31, 2023.

Recent Accounting Pronouncements

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

Off-Balance Sheet Arrangements

As of ~~June 30, 2022,~~March 31, 2023, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of disclosure controls and procedures

We maintain “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Exchange Act. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive ~~officer~~officers and principal financial officer, to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive ~~officer~~officers and principal financial officer, evaluated our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our principal executive ~~officer~~officers and principal financial officer concluded that as of ~~June 30, 2021,~~March 31, 2023, our disclosure controls and procedures were not effective. The ineffectiveness of our disclosure controls and procedures was due to material weaknesses, which we identified in our report on internal control over financial reporting contained in our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, filed with the SEC on ~~August 2, 2022.~~March 31, 2023.

Change in internal control over financial reporting

There has been no change in our internal control over financial reporting that occurred during the quarterly period ended ~~June 30, 2022~~March 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ~~Subsequent to June 30, 2022,~~However, during the quarter ended March 31, 2023, and continuing into 2023, we ~~have implemented~~are implementing more formal review and documentation of workflow processes and increased our ERP training for our staff. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~See Note 9~~There is no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which we are a party or of which any of our ~~unaudited financial statements, included in Part I, Item 1., Financial Information of this Quarterly Report on Form 10-Q, which information~~property is ~~incorporated herein by reference.~~the subject.

ITEM 1A. RISK FACTORS

Not required for smaller reporting companies.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

	(a)	None

	(b)	There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors since the filing with the SEC of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

ITEM 6. EXHIBITS

Exhibit No.		Exhibit Description

10.1		Restricted Stock Unit Agreement - John F. Givens II (incorporated by reference to Exhibit 10.14 to the registrant’s annual report on Form 10-K (File No. 001-38420) filed August 2, 2022)

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

31.2		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
~~31.3~~		~~Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

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

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

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	VIRTRA, INC.

Date: ~~August 19, 2022~~May 15, 2023	By:	/s/ Robert D. Ferris
		Robert D. Ferris
		Co-Chief Executive Officer and President
		(principal executive officer)

	By:	/s/ John F. Givens II
		John F. Givens II
		Co-Chief Executive Officer
		(principal executive officer)

	By:	/s/ ~~Marsha J. Foxx~~Alanna Boudreau
		~~Marsha J. Foxx,~~Chief Financial Officer
		~~Chief Accounting Officer~~
		(principal financial ~~and principal accounting~~ officer)


	Three Months Ended						Six Months Ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021

Revenues:
Net sales	$	7,997,383		$	5,255,192		$	14,750,611		$	9,697,101
Total revenue		7,997,383			5,255,192			14,750,611			9,697,101

Cost of sales		3,253,651			2,120,492			6,319,789			3,993,896

Gross profit		4,743,732			3,134,700			8,430,822			5,703,205

Operating expenses:
General and administrative		3,085,051			2,002,612			5,381,443			3,712,845
Research and development		617,058			311,320			1,296,453			605,537

Net operating expense		3,702,109			2,313,932			6,677,896			4,318,382

Income from operations		1,041,623			820,768			1,752,926			1,384,823

Other income (expense):
Other income		57,056			34,379			111,379			50,758
Other expense		(64,621	)		(32,608	)		(129,173	)		(35,042	)

Net other income (expense)		(7,565	)		1,771			(17,794	)		15,716

Income before provision for income taxes		1,034,058			822,539			1,735,132			1,400,539

Provision for income taxes		246,684			293,180			370,684			216,017

Net income	$	787,374		$	529,359		$	1,364,448		$	1,184,522

Net income per common share:
Basic	$	0.07		$	0.05		$	0.13		$	0.13
Diluted	$	0.07		$	0.05		$	0.13		$	0.13

Weighted average shares outstanding:
Basic		10,866,775			10,644,363			10,837,186			9,209,808
Diluted		10,892,302			10,693,238			10,867,667			9,209,509

	For the Six Months Ended June 30, 2021
	Preferred Stock				Common Stock				Additional Paid-In		Treasury		Accumulated
	Shares		Amount		Shares		Amount		Capital		Stock		Deficit			Total

Balance at December 31, 2020		-	$	-		7,775,030	$	778	$	13,893,660	$	-	$	(2,235,852	)	$	11,658,586
Stock options exercised		-		-		5,000		-		6,070		-		-			6,070
Stock issued for cash in offering, net		-		-		3,000,000		300		16,794,700		-		-			16,795,000
Net loss		-		-		-		-		-		-		1,184,522			1,184,522
Net income (loss)		-		-		-		-		-		-		1,184,522			1,184,522
Balance at June 30, 2021		-	$	-		10,780,030	$	1,078	$	30,694,430	$	-	$	(1,051,330	)	$	29,644,178


2022	$	190,941
2023		390,562
2024		131,152

Total lease payments		712,655
Less: imputed interest		(30,035	)
Operating lease liability	$	682,620


2022	$	379,097
2023		390,562
2024		131,152

Total lease payments		900,811
Less: imputed interest		(47,656	)
Operating lease liability	$	853,155


	June 30, 2022		December 31, 2021

Short-term liabilities:
Note payable, principal	$	229,560	$	231,871
Accrued interest on note		4,113		4,420

Note payable, short-term	$	233,673	$	236,291

Long-term liabilities:
Note payable, principal	$	8,165,838	$	8,280,395

Note payable, long term	$	8,165,838	$	8,280,395