8-K

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): November 20, 2013

LRAD Corporation

(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.)

16990 Goldentop Road, Ste. A

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))

 

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 LRAD Corporation (the “Company”), whether made before or after the date hereof, regardless of any general incorporation language in such filing.

On November 21, 2013, the Company issued a press release regarding its financial results for the fourth fiscal quarter and year ended September 30, 2013. A copy of the press release is furnished as Exhibit 99.1 hereto, and is incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 20, 2013, the Compensation Committee of the Board of Directors of the Company voted to amend in its entirety the compensation provided to the Company’s non-employee directors to include (a) an annual cash retainer equal to $25,000, which will be paid in equal quarterly installments, (b) an initial grant of an option to purchase 30,000 shares of the Company’s common stock upon the director’s appointment to the Company’s Board of Directors and (c) an annual grant of an option to purchase 20,000 shares of the Company’s common stock at each annual meeting of stockholders of the Company at which the director is re-elected to the Board of Directors. The stock options will be granted at fair market value on the date of grant, will vest on the first anniversary of the grant date and will expire on the earlier of the 7th anniversary of the grant date and the 90th day following the date that the holder is no longer a director of the Company.

Item 5.08 Shareholder Director Nominations.

On November 20, 2013, the Board of Directors of the Company established March 26, 2014 as the date of the Company’s 2014 Annual Meeting of Stockholders (the “2014 Annual Meeting”). Qualified stockholder proposals (including a proposal made pursuant to SEC Rule 14a-8 and any notice on Schedule 14N) to be presented at the 2014 Annual Meeting and in the Company’s proxy statement and form of proxy relating to that meeting must be received by the Company at its principal executive offices in San Diego, California, addressed to its corporate secretary, not later than December 26, 2013. These proposals must comply with applicable Delaware law, the rules and regulations promulgated by the Securities and Exchange Commission and the procedures set forth in the Company’s Amended and Restated Bylaws.

 

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
99.1	Financial Results Press Release, dated November 21, 2013, issued by LRAD Corporation

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: November 21, 2013

LRAD Corporation
By:	/s/ Katherine H. McDermott
	Katherine H. McDermott
	Chief Financial Officer

EX-99

Exhibit 99.1

LRAD^® Corporation Reports Fiscal Year 2013 Financial Results

Strong Fourth Quarter Revenues Drive Year-Over-Year Revenue Growth of 16%

SAN DIEGO, CA - November 21, 2013 - LRAD Corporation (NASDAQ: LRAD), the world’s leading provider of long range acoustic hailing devices (AHDs), today reported financial results for the fourth quarter and fiscal year ended September 30, 2013.

Fourth Quarter 2013 Highlights

● Revenue: Fourth quarter 2013 revenue grew by $3.1 million or 56% to $8.8 million, compared to $5.6 million of revenue generated in the fourth quarter of 2012.

● Net Income: Net Income of $2.9 million, or $0.09 per diluted share, was more than double the $1.2 million, or $0.04 per diluted share, reported during the fourth quarter of 2012.

Fiscal Year 2013 Financial Highlights

● Revenue: Revenues for fiscal year 2013 were $17.1 million, up 16% from $14.8 million reported for fiscal year 2012.

● Net Income: Net income totaled $1.3 million, or $0.04 per diluted share, in fiscal year 2013, down 14% from net income of $1.5 million, or $0.04 per diluted share in fiscal year 2012. The decrease in net income was the result of increased legal and other professional fees related to a lawsuit and potential proxy contest during fiscal year 2013 and increased commission expense to the Company’s international partners.

● Balance Sheet: Cash totaled $15.8 million at September 30, 2013, an increase of $1.9 million from the $13.9 million reported at September 30, 2012. Working Capital increased to $23.7 million from $21.3 million over the same period. The Company maintained no debt at fiscal year end.

“We were extremely pleased that we were able to finish the year strong, with 51% of our revenues for fiscal 2013 reported in Q4,” commented Tom Brown, President and CEO of LRAD Corporation. “In particular, our emphasis on growing international markets proved successful as international revenues grew by 84% to almost $10 million during fiscal year 2013, representing over 58% of net revenues.”

Select Operating and Business Highlights

● Achieved the fourth consecutive year of profitability, the first four profitable years in the Company’s history, despite challenging global market conditions, ongoing United States defense budget uncertainty, and sequestration which reduced U.S. government purchases of LRAD products by 35% compared to fiscal 2012.

● Successfully increased revenues into international markets by 84% in fiscal 2013 compared to fiscal 2012.

● Established a new reseller and eventual manufacturing arm for the government market in China. Revenues into China increased by $1.1 million in fiscal 2013 compared to fiscal 2012.

● Expanded distribution channels by signing new third party sales representatives, primarily in Central and South American territories.

● Received a $12.2 million award with the U.S. Navy in a competitive bid scenario which once again confirms LRAD products as the “best in class” AHDs. Delivered $2.0 million on this contract during fiscal Q4.

● Expanded the business development team from a total of 5 to 7 people at September 30, 2013, including new management personnel, and reorganized our business development team into geographic markets of responsibility.

● Expanded our product offering in the worldwide mass notification market. Introduced the LRAD 360X in late fiscal 2012, resulting in revenues of $882,000 in fiscal 2013. During fiscal 2013 we added several additional product configurations, and introduced the LRAD 360Xm, a smaller version of the LRAD 360X, subsequent to fiscal year 2013 end.

“Despite the continued sequestration and U.S. defense budget headwinds, we believe our focus on new geographic markets and the fast growing worldwide public safety and mass notification markets will continue to drive opportunity and growth for us in fiscal 2014,” concluded Mr. Brown.

Webcast and Conference Call Details

Management will host a conference call to discuss fourth quarter and fiscal year 2013 financial results this afternoon at 4:30 p.m. ET. The conference call can be accessed by dialing toll-free at 888-567-1602, or toll/international at 862-255-5346. A webcast will also be available at the following link: http://www.visualwebcaster.com/event.asp?id=97010. A replay of the call will be available two hours after the airing of the call, and available for 90 days at the aforementioned webcast link. Questions to management may be submitted during the call by emailing them to: investor@lradx.com.

About LRAD Corporation

LRAD Corporation is using long range communication to peacefully resolve uncertain situations and save lives on both sides of its proprietary Long Range Acoustic Device^®. LRAD^® systems are in service in more than 60 countries around the world in diverse applications including fixed and mobile military deployments, maritime security, critical infrastructure and perimeter security, commercial security, border and port security, law enforcement and emergency responder communications, emergency warning and mass notification, asset protection and wildlife preservation and control. For more information about the Company and its LRAD systems, please visit www.lradx.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 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, 2013. LRAD Corporation disclaims any intent or obligation to update those forward-looking statements, except as otherwise specifically stated.

Company Contact

E. Brian Harvey

Director, Investor Relations and Capital Markets

858.753.8974

ebharvey@lradx.com

LRAD Corporation and Subsidiary

Consolidated Balance Sheets

(000's omitted)

	September 30,		September 30,
	2013		2012
ASSETS
Current assets:
Cash and cash equivalents	$	15,805	$	13,860
Accounts receivable, net		4,958		5,518
Inventories, net		4,588		3,112
Prepaid expenses and other		1,004		442
Total current assets		26,355		22,932
Property and equipment, net		237		213
Intangible assets, net		52		158
Prepaid expenses and other - noncurrent		915		1,102
Total assets	$	27,559	$	24,405
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,597	$	995
Accrued liabilities		1,055		624
Total current liabilities		2,652		1,619
Other liabilities - noncurrent		146		364
Total liabilities		2,798		1,983
Total stockholders' equity		24,761		22,422
Total liabilities and stockholders' equity	$	27,559	$	24,405

LRAD Corporation and Subsidiary

Consolidated Statements of Operations

(000's omitted except share and per share amounts)

	Years Ended September 30,
	2013		2012
Revenues	$	17,088	$	14,792
Cost of revenues		8,843		7,314
Gross profit		8,245		7,478
Operating expenses:
Selling, general and administrative		5,438		4,541
Research and development		1,841		1,660
Total operating expenses		7,279		6,201
Income from operations		966		1,277
Other income		299		34
Income from operations before income taxes		1,265		1,311
Income tax expense (benefit)		2		(151	)
Net income	$	1,263	$	1,462
Net income per common share:
Basic	$	0.04	$	0.05
Diluted	$	0.04	$	0.04
Weighted average common shares outstanding:
Basic		32,464,935		32,374,499
Diluted		32,920,019		33,015,955