Genasys Inc. (Form: 8-K, Received: 02/09/2021 16:16:49)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 9, 2021

Genasys Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-24248

87-0361799

(State or Other Jurisdiction of

Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

16262 West Bernardo Drive

San Diego, California 92127

(Address of Principal Executive Offices)

____________________

858-676-1112

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

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

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

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

Emerging growth company ☐

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

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, $.00001 par value per share	GNSS	NASDAQ Capital Market

Item 2.02 Results of Operations and Financial Condition.

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition,” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information, including Exhibit 99.1, shall not be incorporated by reference into any filing of Genasys Inc. (the “Company”), whether made before or after the date hereof, regardless of any general incorporation language in such filing.

On February 9, 2021, the Company issued a press release regarding its financial results for the fiscal quarter ended December 31, 2020. A copy of the press release is furnished as Exhibit 99.1 hereto, and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits.

99.1	Financial Results Press Release, dated February 9, 2021, issued by the Company.

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.

Date: February 9, 2021

	Genasys Inc.

	By:	/s/ Dennis D. Klahn
		Dennis D. Klahn
		Chief Financial Officer

Exhibit 99.1

Genasys Inc. Reports Fiscal First Quarter 2021 Financial Results

SAN DIEGO, CA – February 9, 2021 – Genasys Inc. (NASDAQ: GNSS), the global leader in critical communications systems and solutions, today announced financial results for the Company's fiscal first quarter ended December 31, 2020.

Fiscal First Quarter 2021 Financial Summary

Fiscal 2021 first quarter revenues were $8.0 million, down from $8.8 million in the prior year quarter due to the delayed shipment of an order because the customer-required payment was not received prior to the quarter end. The payment was subsequently received and the order shipped in early January.

Gross profit margin was 46.1%, compared with 52.4% in the first quarter of fiscal 2020. The decrease was attributable to lower revenues, an 86% increase in software engineering personnel over last year and additional engineering charges resulting from a more precise process to charge engineering expenses to cost of sales.

Operating expenses were $4.4 million, an increase of 13% from $3.9 million in the same period a year ago. The increase was largely due to higher selling, general and administrative expenses from a 50% increase in sales and marketing personnel over the prior year period to support future revenue growth opportunities.

Net loss for the quarter was $0.6 million, or $(0.02) per share, compared with net income of $0.6 million, or $0.02 per share, in the first quarter of fiscal 2020. The decrease was due primarily to lower revenue and increased engineering, sales and marketing expenses.

Cash, cash equivalents and marketable securities totaled $27.5 million on December 31, 2020, compared with $31.4 million on September 30, 2020. The decrease was principally due to the acquisition of Amika Mobile, partially offset by $1.3 million generated in operating cash.

Working capital totaled $25.6 million on December 31, 2020, compared with $29.8 million on September 30, 2020.

“Record fiscal first quarter bookings of $12.2 million were 43% higher than the first six months of fiscal 2020,” said Richard S. Danforth, Chief Executive Officer of Genasys Inc. “Strong bookings and backlog are expected in the fiscal second quarter that will help propel the Company to another year of record revenues.”

Select Fiscal First Quarter 2021 Operating and Business Highlights

	•	Closed acquisition of Amika Mobile and rebranded company as Genasys Communications Canada

	•	Announced $7.7 million in U.S. defense orders

	•	Awarded U.S. Navy SBIR program research and development project

	•	Received $1.6 million in international law enforcement, homeland security and mass notifications orders

	•	Recognized in Gartner 2020 Market Guide for Emergency/Mass Notification Services Solutions

“The technology and personnel investments we’re making in our software business are significantly increasing emergency management, enterprise safety and mobile mass messaging sales opportunities,” continued Mr. Danforth. “Our multi-year contract awards in Australia and the many recent and expected requests for proposal from the European Union initiative, and from North America for our enterprise solutions, have us well-positioned for record fiscal year software bookings and revenue.”

“Several integrated public safety mass notification systems contracts, as well as a large U.S. Army LRAD^® 450XL program order are also anticipated this fiscal year,” Mr. Danforth concluded. “With record fiscal first quarter bookings totaling $3.7 million more than the first six months of fiscal 2020 and strong bookings and backlog growth expected in our fiscal second quarter, Genasys is on pace for another year of record revenues.”

We include in this press release Non-GAAP operational metrics of bookings, which we believe provide helpful information to investors with respect to evaluating the Company’s performance. We consider bookings as leading indicators of future revenues and use these metrics to support production planning. Bookings is an internal, operational metric that measures the total dollar value of customer purchase orders executed in a period, regardless of the timing of the related revenue recognition.

Webcast and Conference Call Details

Management will host a conference call to discuss the fiscal first quarter 2021 financial results this afternoon at 4:30 p.m. Eastern Time / 1:30 p.m. Pacific Time. To access the conference call, dial toll-free (888) 390-3967, or international at (404) 267-0369. A webcast will also be available at the following link: https://www.webcaster4.com/Webcast/Page/1375/39912

Questions to management may be submitted before the call by emailing them to: ir@genasys.com. A replay of the webcast will be available approximately four hours after the presentation on the Events & Presentations page of the Company’s website.

About Genasys Inc.

Genasys^™ is a global provider of critical communications systems and solutions to help keep people safe. Genasys provides a multi-channel approach to deliver geo-targeted alerts, notifications, instructions and information before, during and after public safety threats and critical business events. The Company’s unified critical communications platform includes Genasys Emergency Management (GEM) applications, National Emergency Warning Systems (NEWS), LRAD^® long-range voice broadcast systems, and more.

Genasys systems are in service in 72 countries and in more than 450 U.S. cities in a range of diverse applications, including public safety, emergency warning, mass notification, critical event management, defense, law enforcement, homeland security, and many more. For more information, visit genasys.com.

Forward-Looking Statements

Except for historical information contained herein, the matters discussed are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. You should not place undue reliance on these statements. We base these statements on particular assumptions that we have made in light of our industry experience, the stage of product and market development as well as our perception of historical trends, current market conditions, current economic data, expected future developments and other factors that we believe are appropriate under the circumstances. These statements involve risks and uncertainties that could cause actual results to differ materially from those suggested in the forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, including without limitation the business impact of health crises or outbreaks of disease, such as epidemics or pandemics, and other risks and uncertainties, many of which involve factors or circumstances that are beyond the Company's control. Risks and uncertainties are identified and discussed in our filings with the Securities and Exchange Commission. These forward-looking statements are based on information and management’s expectations as of the date hereof. Future results may differ materially from our current expectations. For more information regarding other potential risks and uncertainties, see the “Risk Factors” section of the Company’s Form 10-K for the fiscal year ended September 30, 2020. Genasys Inc. disclaims any intent or obligation to update those forward-looking statements, except as otherwise specifically stated.

Investor Relations Contacts

Jim Fanucchi and Satya Chillara

Darrow Associates, Inc.

ir@genasys.com

Genasys Inc.

Condensed Consolidated Balance Sheets

(Unaudited - in thousands)

	December 31,
	2020		September 30,
	(unaudited)		2019

ASSETS
Current assets:
Cash and cash equivalents	$	19,584	$	23,319
Short-term marketable securities		5,517		4,265
Restricted cash		295		282
Accounts receivable, net		3,159		5,442
Inventories, net		6,963		5,949
Prepaid expenses and other		713		860
Total current assets		36,231		40,117
Long-term marketable securities		2,419		3,805
Long-term restricted cash		1,180		395
Deferred tax assets, net		11,100		11,095
Property and equipment, net		1,885		1,930
Goodwill		8,500		2,472
Intangible assets, net		3,743		943
Operating lease right of use asset		5,384		5,285
Prepaid expenses and other - noncurrent		161		125
Total assets	$	70,603	$	66,167

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,618	$	1,370
Accrued liabilities		7,848		7,880
Notes payable, current portion		314		300
Operating lease liabilities, current portion		848		771
Total current liabilities		10,628		10,321

Notes payable, less current portion		18		18
Other liabilities, noncurrent		915		293
Operating lease liabilities, noncurrent		6,385		6,395
Total liabilities		17,946		17,027

Total stockholders' equity		52,657		49,140
Total liabilities and stockholders' equity	$	70,603	$	66,167

Genasys Inc.

Condensed Consolidated Statements of Operations

(Unaudited - in thousands, except per share amounts)

	Three months ended
	December 31,
	2020			2019
	(unaudited)			(unaudited)

Revenues	$	8,028		$	8,782
Cost of revenues		4,324			4,180
Gross profit		3,704			4,602

Operating expenses:
Selling, general and administrative		3,331			2,822
Research and development		1,066			1,084
Total operating expenses		4,397			3,906

(Loss) income from operations		(693	)		696
Other income and expense, net		69			96
(Loss) income before income taxes		(624	)		792
Income tax (benefit) expense		(5	)		172
Net (loss) income	$	(619	)	$	620

Net (loss) income per common share:
Basic	$	(0.02	)	$	0.02
Diluted	$	(0.02	)	$	0.02

Weighted average common shares outstanding:
Basic		33,574			32,978
Diluted		33,574			33,711