8-K
Genasys Inc. (GNSS)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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 13, 2025 |
|---|
Genasys Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 000-24248 | 87-0361799 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 16262 West Bernardo Drive | ||
| San Diego, California | 92127 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: 858 676-1112 | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, $0.00001 par value per share | GNSS | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
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 13, 2025, the Company issued a press release regarding its financial results for the fiscal quarter ended March 31, 2025. 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 May 13, 2025, Dennis D. Klahn, Chief Financial Officer of the Company, informed the Company that he intends to retire from all positions he holds with the Company and its subsidiaries during the fiscal fourth quarter of 2025. Mr. Klahn will remain in his role until his successor is chosen and will help ensure a smooth and orderly transition. The Company has engaged an executive search firm to identify suitable candidates for the Chief Financial Officer role. There were no disagreements between the Company and Mr. Klahn on any matter relating to the Company’s operations, policies or practices.
Item 8.01. Other Events.
On May 13, 2025, the Company issued a press release announcing the anticipated retirement of Mr. Klan as Chief Financial Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.2 and the information set forth therein is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Financial Results Press Release, dated May 13, 2025, issued by the Company. |
| 99.2 | Press Release, dated May 13, 2025, issued by the Company. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Genasys Inc. | |||
|---|---|---|---|
| Date: | May 13, 2025 | By: | /s/ Dennis D. Klahn |
| Dennis D. Klahn<br>Chief Financial Officer |
EX-99.1
Exhibit 99.1
Genasys Inc. Reports Fiscal Second Quarter 2025 Financial Results
Entering Implementation Phase in Puerto Rico Dams Project
Initial AHD-CROWS Production Order Expected in Fiscal 2025
SAN DIEGO, CA – May 13, 2025 – Genasys Inc. (NASDAQ: GNSS), the leader in Protective Communications, today announced financial results for the Company’s fiscal second quarter ended March 31, 2025.
Richard S. Danforth, Chief Executive Officer of Genasys, Inc., commented, “The second half of fiscal 2025 is on track to see significant operational acceleration from the first six months. Planning and production of materials for the first three groups in Puerto Rico is in full swing with initial implementation on the island already underway. For the full year, our revenue expectations for significant growth in the second half of fiscal 2025, particularly in the fourth quarter, remain strong.”
Continuing, Mr. Danforth said, “The deposit on the third group of dams, which was discussed on last quarter’s conference call has not yet been received. Absent the third deposit, which is expected shortly, the company sought and secured additional bridge capital of $4 million from our existing lender to maintain momentum towards delivery on its backlog.”
Fiscal 2Q 2025 Financial Summary
- Revenue of $6.9 million, versus $5.7 million in 2Q 2024
- GAAP operating loss of ($6.3) million, versus ($6.9) million in 2Q 2024
- GAAP net loss of ($6.1) million versus ($7.0) million in 2Q 2024. GAAP net loss per share ($0.14) versus ($0.16) in 2Q 2024
- Adjusted EBITDA of ($5.1) million, versus ($5.7) million in 2Q 2024
Business Highlights
Generated first revenues from Puerto Rico dams project in fiscal 2Q 2025
Dennis Klahn, CFO of Genasys, Inc. announced his intention to retire.
Amended 2024 loan agreement to secure bridge financing of $4 million, with access to additional $4 million.
Announced $2.5 million in LRAD bookings with US Military.
Received $1.0 million in LRAD orders for Critical Infrastructure Protection (CIP) from the energy sector
Announced partnership with FloodMapp, extending the functionality of Genasys EVAC customers to better plan for and respond to flood events.
Business Outlook
Genasys has begun the implementation phase of the Puerto Rico Early Warning System project, and we have a final understanding of how revenue recognition over the course of the project is going to be recorded. Planning, design, permitting and material procurement is underway for the first three groups of dams. As expected, initial revenues were recorded in the fiscal second quarter for the delivery and installation of a large generator. In the June quarter, we expect to record limited revenues from material being shipped to the island. Importantly, hardware shipment revenues will be recorded at cost. Installations will then enable profits on the material to be realized on a Percent Of Completion (POC) basis for the labor associated towards completion of each dam. Because of this accounting treatment, gross profit margins on the project will be initially suppressed, before eventually reflecting the profitability of each dam’s value upon completion.
Based on the current production and delivery schedules, and installation timelines, Genasys now expects to realize between $15 million and $20 million in Puerto Rico related revenue in fiscal 2025. While revenue recognition is different than we initially expected, the operational implementation and expected cash flows are no different than our original assessment
Despite funding uncertainty at the federal level, hardware Bookings continue to improve year over year with bookings through March up 48% versus the prior year period. Our current hardware backlog, excluding the Puerto Rico project, is over $12 million. Additionally, we expect to receive the first production purchase order under the AHD-CROWS program in the second half of fiscal 2025.
Software bookings slowed in the March quarter. Though the software pipeline is up over 100% since the beginning of this fiscal year, current uncertainty at the federal level has begun to affect State and local level procurements.
Operating Expenses in the second quarter were down roughly 3% both sequentially and year over year. Going forward, we expect quarterly operating expenses to remain near the second fiscal quarter 2025 levels.
The bridge financing and access to additional capital that we are announcing today is expected to provide Genasys the necessary capital to move through the Puerto Rico implementation and to begin profit realization on the project. Additionally, substantial contracts for both hardware and software are being negotiated that are expected to provide further support of the overall business prospects beyond fiscal 2025.
Fiscal 2Q 2025 Financial Review
Fiscal second quarter revenue was $6.9 million, a 21% increase from $5.7 million in the prior year's fiscal second quarter. Software revenue increased 29% while hardware revenue increased 17%, compared with the fiscal 2024 second quarter. Within software, quarterly recurring revenue increased 28% year over year and ARR finished the quarter at $8.6 million.
Gross profit margin was 37.7%, compared with 37.9% in the second quarter of fiscal 2024. The depressed gross margin is primarily attributable to the underutilization of hardware revenue as well as cost increases associated with the unprecedented volume of activity on our software systems during the January fires in Los Angeles.
Operating expenses of $8.9 million decreased from $9.2 million in the fiscal second quarter of 2024. Selling, general and administrative expenses were essentially flat year over year at $6.6 million in the quarter ended March 31, 2025. Research and development expenses decreased 12% year over year to $2.2 million.
GAAP net loss in the quarter was ($6.1) million, or ($0.14) per share, compared with a GAAP net loss of ($6.9) million, or ($0.16) per share, in the second quarter of fiscal 2024.
Excluding other income and expense, net income tax expense (benefit), depreciation, stock-based compensation and amortization of intangibles, Adjusted EBITDA was ($5.1) million for the second quarter of fiscal 2025, compared with ($5.7) million for the prior fiscal year period.
Cash, cash equivalents and marketable securities totaled $7.2 million as of March 31, 2025 compared with $13.1 million as of September 30, 2024.
We include in this press release the non-GAAP operational metrics of adjusted EBITDA, which we believe provide helpful information to investors with respect to evaluating the Company’s performance. Adjusted EBITDA represents our net loss before other income and expense, net, income tax expense (benefit), depreciation and amortization expense and stock-based compensation. We do not consider these items to be indicative of our core operating performance. The items that are non-cash include depreciation and amortization expense and stock-based compensation. Adjusted EBITDA is a measure used by management to understand and evaluate our core operating performance and trends and to generate future operating plans, make strategic decisions regarding allocation of capital and invest in initiatives that are focused on cultivating new markets for our solutions. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA facilitates comparisons of our operating performance on a period-to-period basis.
Webcast and Conference Call Details
Management will host a conference call to discuss the financial results for the second quarter of fiscal year 2025 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://app.webinar.net/w8nZ32YLgMY
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 investors page of the Company’s website.
About Genasys Inc.
Genasys Inc. (NASDAQ: GNSS) is the global leader in Protective Communications. Incorporating the most comprehensive portfolio of preparedness, response, and analytics software and systems, as well as the Company’s Long Range Acoustic Devices® (LRAD®) the Genasys Protect platform is designed around one premise: ensuring organizations and public safety agencies are “Ready when it matters™.” Protecting people and saving lives for over 40 years, Genasys covers more than 155 million people in all 50 states and in over 100 countries worldwide. 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 the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. 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. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested in any forward-looking statement. The risks and uncertainties in these forward-looking statements include without limitation the business impact of geopolitical conflicts and other causes that may affect our supply chain, 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, 2024. Genasys Inc. disclaims any intent or obligation to publicly update or revise forward-looking statements, except as otherwise specifically stated.
Investor Relations Contacts
Brian Alger, CFA
SVP, IR and Corporate Development
ir@genasys.com
(858) 676-0582
Genasys Inc.
Consolidated Balance Sheets
(Unaudited - in thousands)
| March 31,<br>2025 | September 30,<br>2024 | |||
|---|---|---|---|---|
| (Unaudited) | ||||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 5,667 | $ | 4,945 |
| Short-term marketable securities | 1,409 | 7,945 | ||
| Restricted cash | 95 | 95 | ||
| Accounts receivable, net | 3,623 | 3,283 | ||
| Inventories, net | 8,675 | 7,313 | ||
| Prepaid expenses and other | 3,951 | 2,559 | ||
| Total current assets | 23,420 | 26,140 | ||
| Long-term marketable securities | 130 | 249 | ||
| Long-term restricted cash | 585 | 250 | ||
| Property and equipment, net | 1,279 | 1,291 | ||
| Goodwill | 13,257 | 13,329 | ||
| Intangible assets, net | 7,301 | 8,506 | ||
| Operating lease right of use assets, net | 2,721 | 3,110 | ||
| Other assets | 1,028 | 1,061 | ||
| Total assets | $ | 49,721 | $ | 53,936 |
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 4,173 | $ | 4,034 |
| Accrued liabilities | 17,401 | 9,030 | ||
| Operating lease liabilities, current portion | 1,047 | 1,021 | ||
| Total current liabilities | 22,621 | 14,085 | ||
| Notes payable, at fair value | 12,810 | 12,010 | ||
| Warrant liability | 3,220 | 6,640 | ||
| Long-term deferred revenue | 287 | 369 | ||
| Operating lease liabilities, noncurrent | 2,727 | 3,269 | ||
| Total liabilities | 41,665 | 36,373 | ||
| Total stockholders' equity | 8,056 | 17,563 | ||
| Total liabilities and stockholders' equity | $ | 49,721 | $ | 53,936 |
Genasys Inc.
Consolidated Statements of Operations
(Unaudited - in thousands, except per share amounts)
| Three Months Ended<br>March 31, | Six Months Ended<br>March 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||
| Revenues | $ | 6,932 | $ | 5,739 | $ | 13,872 | $ | 10,100 | ||||
| Cost of revenues | 4,322 | 3,562 | 8,084 | 6,444 | ||||||||
| Gross profit | 2,610 | 2,177 | 5,788 | 3,656 | ||||||||
| 37.7 | % | 37.9 | % | 41.7 | % | 36.2 | % | |||||
| Operating expenses | ||||||||||||
| Selling, general and administrative | 6,648 | 6,640 | 13,482 | 13,158 | ||||||||
| Research and development | 2,217 | 2,531 | 4,502 | 4,722 | ||||||||
| Total operating expenses | 8,865 | 9,171 | 17,984 | 17,880 | ||||||||
| Loss from operations | (6,255 | ) | (6,994 | ) | (12,196 | ) | (14,224 | ) | ||||
| Other income, net | 187 | 51 | 2,050 | 128 | ||||||||
| Loss before income taxes | (6,068 | ) | (6,943 | ) | (10,146 | ) | (14,096 | ) | ||||
| Income tax (expense) benefit | 71 | (5 | ) | 71 | (434 | ) | ||||||
| Net loss | $ | (6,139 | ) | $ | (6,938 | ) | $ | (10,217 | ) | $ | (13,662 | ) |
| Net loss per common share - basic and diluted | $ | (0.14 | ) | $ | (0.16 | ) | $ | (0.23 | ) | $ | (0.31 | ) |
| Weighted average common shares outstanding - basic and diluted | 45,002 | 44,248 | 44,957 | 44,027 | ||||||||
| Reconciliation of GAAP measures to non-GAAP measures | ||||||||||||
| Net loss | $ | (6,139 | ) | $ | (6,938 | ) | $ | (10,217 | ) | $ | (13,662 | ) |
| Other income, net | (187 | ) | (51 | ) | (2,050 | ) | (128 | ) | ||||
| Income tax expense (benefit) | 71 | (5 | ) | 71 | (434 | ) | ||||||
| Depreciation and amortization | 692 | 731 | 1,428 | 1,460 | ||||||||
| Stock based compensation | 414 | 524 | 805 | 970 | ||||||||
| Adjusted EBITDA | $ | (5,149 | ) | $ | (5,739 | ) | $ | (9,963 | ) | $ | (11,794 | ) |
EX-99.2
Exhibit 99.2
Genasys Inc. CFO Dennis Klahn to Retire
After 45-Year Accounting & Finance Career
Company Details CFO Transition Plan
SAN DIEGO, CA – May 13, 2025 – Genasys Inc. (NASDAQ: GNSS), the global leader in Protective Communications, today announced that Dennis Klahn will retire by the end of the Company’s current fiscal year after a 45-year career in accounting and finance. Mr. Klahn has served as the Company’s chief financial officer (CFO) since September 2017. He will continue as CFO until a successor is chosen and will help ensure a smooth and orderly transition. The Company’s Board of Directors has initiated a comprehensive search process with the support of an executive search firm.
Mr. Klahn began his career at Coopers & Lybrand in 1980, after receiving a B.A. in Accounting from St. Ambrose University and earning his CPA. He was appointed CFO by Genasys Inc. after having served as Controller or CFO at several publicly traded companies, including Teledyne RD Instruments (a subsidiary of Teledyne Technologies Incorporated), Overland Storage, Inc., and Anacomp, Inc.
Richard Danforth, Chief Executive Officer of Genasys Inc., stated, “Dennis has been an integral part of Genasys’ transition from a hardware systems supplier to the only global provider of unified Software-as-a-service (SaaS) and hardware Protective Communications solutions in the large and growing emergency warning and mass notification industries. During his time as CFO, he has been instrumental in facilitating and integrating four software company acquisitions, opening offices in Europe and the Middle East, growing our worldwide operations from 45 employees to more than 200, increasing SaaS sales over 100% for the last three consecutive fiscal years, and expanding our sales into more than 100 countries.
“We appreciate Dennis’ willingness to continue serving in his role until a successor is selected and providing support during the transition period,” Mr. Danforth continued. “We will miss his business expertise, financial acumen, and professionalism. All of us at Genasys wish Dennis the very best as he embarks on his well-deserved retirement.”
Mr. Klahn commented, “It has been a privilege to work in accounting and finance throughout my career and an honor to serve as Genasys Inc.’s CFO for 8 years. I am proud to have contributed in building Genasys into a trusted source of Protective
Communications solutions throughout the world. I want to extend my appreciation to Richard and the Board for their leadership and trust and look forward to supporting a smooth transition to my successor.”
About Genasys Inc.
Genasys Inc. (NASDAQ: GNSS) is the global leader in Protective Communications. Incorporating the most comprehensive portfolio of preparedness, response, and analytics software and systems, as well as the Company’s Long Range Acoustic Devices® (LRAD®) the Genasys Protect platform is designed around one premise: ensuring organizations and public safety agencies are “Ready when it matters™.” Protecting people and saving lives for over 40 years, Genasys covers more than 155 million people in all 50 states and in over 100 countries worldwide. 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 the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. 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. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested in any forward-looking statement. The risks and uncertainties in these forward-looking statements include without limitation the business impact of geopolitical conflicts and other causes that may affect our supply chain, 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, 2024. Genasys Inc. disclaims any intent or obligation to publicly update or revise forward-looking statements, except as otherwise specifically stated.
Investor Relations Contact
Brian Alger, CFA
SVP, IR and Corporate Development
ir@genasys.com
(858) 676-0582