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): May 11, 2020

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 May 11, 2020, the Company issued a press release regarding its financial results for the fiscal second quarter ended March 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 May 11, 2020, 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: May 11, 2020

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

EX-99.1

Exhibit 99.1

 

Genasys^™ Inc. Reports Fiscal Second Quarter 2020 Financial Results

SAN DIEGO, CA – May 11, 2020 – Genasys Inc. (NASDAQ: GNSS), a global provider of critical communications systems and solutions, today announced financial results for its fiscal second quarter ended March 31, 2020.

Fiscal Second Quarter 2020 Financial Summary

Fiscal 2020 second quarter revenues were $8.3 million, compared with $10.2 million in the same period last year. The COVID-19 outbreak partially impacted the acceptance testing and delivery of two orders with a total value of approximately $1.6 million. Virtual acceptance testing and partial deliveries were completed in April, with the balance scheduled to ship in the fiscal third quarter.

Gross profit margin was 48.4%, compared with 50.9% in the second quarter of fiscal 2019. Gross profit decreased compared with the same quarter in the prior year primarily due to $0.1 million of additional engineering charges resulting from the use of a more precise process to charge engineering expenses to cost of sales.

Operating expenses were $3.7 million, down slightly from $3.8 million in the same period last year.

Net income for the quarter was $0.3 million, or $0.01 per diluted share, compared with net income of $1.2 million, or $0.04 per diluted share, in the second quarter of fiscal 2019.

Cash and cash equivalents totaled $16.4 million on March 31, 2020, compared with $18.8 million on September 30, 2019.

Working capital totaled $25.5 million on March 31, 2020, compared with $24.8 million on September 30, 2019.

First Six Months Financial Summary

Revenues for the first six months of fiscal 2020 were $17.1 million, compared with $20.4 million in the same period last year. Revenues decreased for the six-month period ended March 31, 2020 compared to the same prior year period due to the timing for delivery of the backlog at September 30, 2019.

Gross profit margin was 50.5%, unchanged from the first six months of fiscal 2019.

Operating expenses were $7.6 million, mostly unchanged from the same period last year.

Net income for the first six months was $0.9 million, or $0.03 per diluted share, compared with net income of $2.2 million, or $0.07 per diluted share, in the first six months of fiscal 2019.

“Fiscal second quarter and first half revenues met expectations in spite of the COVID-19 outbreak partially impacting the delivery of $1.6 million in orders at the end of the quarter,” said Richard S. Danforth, Chief Executive Officer of Genasys Inc.

“The Company continues to receive domestic and international orders that are adding to bookings and backlog,” Mr. Danforth continued. “As an essential provider of critical hardware and software communications systems, our facility remains open and the production team is working overtime to build product and deliver orders.”

Select Fiscal Second Quarter 2020 Operating and Business Highlights

● Released COVID-19 interactive map layer service for free public and enterprise use

● Homeland security and public safety agencies in the U.S., Spain, Poland, Morocco, South Africa, Thailand and Malaysia deployed LRAD systems in the agencies’ COVID-19 responses

● Launched the Company’s Personal Safety Service, a unified, multi-channel critical communications solution for governments and enterprises

● Received $1.8 million in international homeland security and critical infrastructure protection orders

● Announced $1.5 million in international naval and port security orders

● Received $1.2 million in defense and mass notification orders

“Governments continue to fund important initiatives, providing the Company with new and follow-on business,” continued Mr. Danforth. “We believe that the coronavirus initiatives we implemented in March are opening many doors, producing results and accelerating the growth of our software business.”

“While the pandemic’s effects on our business are uncertain, our systems and solutions are proving to be vital for a world experiencing exponential safety concerns,” Mr. Danforth added. “With our strong balance sheet and expanding business pipeline, Genasys remains on track for record fiscal year revenues and well-positioned for future revenue growth.”

Webcast and Conference Call Details

Management will host a conference call to discuss the fiscal second quarter 2020 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 (862) 298-0702. A webcast will also be available at the following link:

https://www.webcaster4.com/Webcast/Page/1375/34372.

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™ 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 its National Emergency Warning System (NEWS), Personal Safety Service (PSS), Team Safety Management (TSM), LRAD^® systems and more.

Genasys critical communication systems are in service in 72 countries around the world in diverse applications, including public safety, national emergency warning systems, mass notification, defense, law enforcement, critical infrastructure protection 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 the consequences of the COVID-19 outbreak, other 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, 2019. 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
(000's omitted)
	March 31,
	2020		September 30,
	(unaudited)		2019
ASSETS
Current assets:
Cash and cash equivalents	$	16,399	$	18,819
Short-term marketable securities		3,465		3,695
Restricted cash		265		263
Accounts receivable, net		5,849		3,644
Inventories, net		6,922		5,835
Prepaid expenses and other		995		1,782
Total current assets		33,895		34,038
Long-term marketable securities		1,646		1,385
Long-term restricted cash		395		435
Deferred tax assets, net		5,118		5,387
Property and equipment, net		2,106		2,269
Goodwill		2,319		2,306
Intangible assets, net		1,034		1,176
Operating lease right of use asset		5,534		-
Prepaid expenses and other - noncurrent		124		124
Total assets	$	52,171	$	47,120
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,933	$	860
Accrued liabilities		5,442		8,134
Notes payable, current portion		281		280
Operating lease liabilities, current portion		728		-
Total current liabilities		8,384		9,274
Notes payable, less current portion		17		33
Other liabilities, noncurrent		436		2,432
Operating lease liabilities, noncurrent		6,743		-
Total liabilities		15,580		11,739
Total stockholders' equity		36,591		35,381
Total liabilities and stockholders' equity	$	52,171	$	47,120

Genasys Inc.
Condensed Consolidated Statements of Operations
(000's omitted except share and per share amounts)
(Unaudited)
	Three months ended				Six months ended
	March 31,				March 31,
	2020		2019		2020		2019
Revenues	$	8,276	$	10,192	$	17,058	$	20,369
Cost of revenues		4,266		5,001		8,446		10,089
Gross profit		4,010		5,191		8,612		10,280
Operating expenses:
Selling, general and administrative		2,732		2,475		5,554		5,227
Research and development		949		1,280		2,033		2,328
Total operating expenses		3,681		3,755		7,587		7,555
Income from operations		329		1,436		1,025		2,725
Other income and expense, net		70		17		166		57
Income before income taxes		399		1,453		1,191		2,782
Income tax expense		97		274		269		557
Net income (loss)	$	302	$	1,179	$	922	$	2,225
Net income (loss) per common share - basic and diluted	$	0.01	$	0.04	$	0.03	$	0.07
Weighted average common shares outstanding:
Basic		33,094,596		32,584,952		33,036,786		32,738,871
Diluted		33,732,619		33,077,255		33,708,832		33,272,164