8-K
Genasys Inc. (GNSS)
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): August 11, 2022
Genasys Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-24248 | 87-0361799 |
|---|---|---|
| (State or Other Jurisdiction of<br><br> <br>Incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>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 August 11, 2022, the Company issued a press release regarding its financial results for the fiscal third quarter ended June 30, 2022. 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
| 99.1 | Financial Results Press Release, dated August 11, 2022, issued by the Company. |
|---|---|
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
| --- | --- |
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: August 11, 2022 | ||
|---|---|---|
| Genasys Inc. | ||
| By: | /s/ Dennis D. Klahn | |
| Dennis D. Klahn | ||
| Chief Financial Officer |
ex_411259.htm
Exhibit 99.1
Genasys Inc. Reports Fiscal Third Quarter 2022 Financial Results
Quarterly Revenue Up 12% Year-Over-Year
Growth Investment Gaining Traction with New Contract Wins and Increase in Software Revenue
SAN DIEGO, CA – August 11, 2022 – Genasys Inc. (NASDAQ: GNSS), the global leader in critical communications systems and solutions that help keep people safe, today announced financial results for the Company’s fiscal third quarter ended June 30, 2022.
Richard S. Danforth, Chief Executive Officer of Genasys, Inc., commented, "Revenue in the fiscal third quarter increased by 12% year-over-year to $14.2 million. Software-as-a-service (SaaS) revenue from North America in the third quarter was 144% higher than Q4 of fiscal year 2021, the first full quarter that included Zonehaven, reflecting the momentum of our SaaS offerings. In the quarter, Zonehaven expanded into Colorado and Oregon and added another California county. Contracts for Genasys Emergency Management (GEM) services were signed in California, Georgia, Indiana, Kentucky, Missouri, New Jersey, New York, Oklahoma, Texas and Washington. Nine-month revenues from our mass notification hardware integrated with GEM software increased 425% to $8.4 million, compared with $1.6 million in the first nine months of fiscal 2021. GEM, IMNS and Zonehaven are proving to be excellent solutions for cross-selling and upselling as we continue to expand our geographic footprint with these products in North America and throughout the world. Revenue for the first nine months of the fiscal year was $38 million, up 19% from the first nine months of fiscal 2021. We finished the quarter with $30 million of backlog, an increase of $6.0 million sequentially.
“In fiscal year 2021, we made the strategic decision to invest globally in our SaaS critical communications platform to support our future growth. We continue to add personnel and other resources essential to executing our SaaS growth strategy. Importantly, the investments related to our growth initiatives continue to be self-funded. Cash flow provided by operating activities in the third quarter was $2.5 million, further strengthening our balance sheet with the capital to fund our growth investments."
Outlook
Mr. Danforth concluded, “Based on our $30.0 million quarter-end backlog and current supply chain visibility, we reaffirm our outlook for another year of record revenue."
Fiscal Third Quarter 2022 Financial Summary
Fiscal third quarter revenue was $14.2 million, an increase of 12%, compared with $12.6 million in the prior year, largely due to increased Integrated Mass Notification System (IMNS) and recurring software revenue, which was partially offset by decreases in Long Range Acoustic Device (LRAD) and professional services revenue.
Gross margin was 46.5%, a decrease of 440 basis points, compared with 50.9% in the third quarter of fiscal 2021. The decrease in gross margin percentage was largely due to higher costs of components in this year’s quarter.
Operating expenses were $7.2 million, up 22% from $5.9 million in the same period a year ago, due to a 15% increase in selling, general and administrative expenses, related to strategic growth spending to accelerate SaaS revenue, and a 52% increase in research and development spending, with a significant increase in SaaS development.
Net loss in the quarter was $0.6 million, or $(0.02) per diluted share, compared with net income of $0.3 million, or $0.01 per share, in the third quarter of fiscal 2021. The net loss was due to increased operating expenses as detailed above, partially offset by higher revenue.
Adjusted EBITDA was $0.4 million for the third quarter of fiscal 2022, compared with $1.4 million for the prior fiscal year period.
First Nine Months Financial Summary
Revenue for the first nine months of fiscal 2022 was $38.0 million, an increase of 19%, compared with $32.0 million in the same period last year.
Gross margin was 49.2%, up 100 basis points from the first nine months of fiscal 2021.
Operating expenses were $21.4 million, up from $15.0 million in the same period a year ago, due to a 35% increase in selling, general and administrative expenses related to strategic growth spending to accelerate SaaS revenue, and a 72% increase in research and development spending.
Net loss was $2.4 million, or $(0.07) per diluted share, compared with a net loss of $0.1 million, or $(0.00) per share, in the prior year period. The increased net loss was largely due to higher operating expenses as detailed above, partially offset by higher revenue.
Adjusted EBITDA was $0.8 million for the first nine months of fiscal 2022, compared with $2.3 million in the first nine months of fiscal 2021.
Cash, cash equivalents and marketable securities totaled $19.0 million on June 30, 2022, compared with $20.7 million on September 30, 2021. The change in cash was largely due to inventory investments that are expected to convert to revenue this fiscal year and the repurchase of $1.0 million in Company stock.
We include in this press release Non-GAAP operational metrics of adjusted EBITDA, backlog and bookings, which we believe provides helpful information to investors with respect to evaluating the Company’s performance. Adjusted EBITDA represents our net income before other income, 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. Backlog is a measure of purchase orders received that are planned to ship within the next 12 months. 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 financial results for the third quarter of fiscal year 2022 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/1375/46160
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 that help keep people safe. Genasys' unified multichannel platform empowers governments and businesses to deliver real-time geo-targeted alerts, notifications, instructions, and information before, during, and after public safety and enterprise threats.
The Company’s unified software-as-a-service and hardware platform includes Genasys Emergency Management (GEM), Zonehaven™ emergency evacuation resources, National Emergency Warning System (NEWS), Integrated Mass Notification System (IMNS), and LRAD® long-range communication systems.
Genasys systems are in service in more than 100 countries in a range of diverse applications, including public safety, emergency warning, mass notification, critical event management, defense, law enforcement, homeland and critical infrastructure security, and other applications. 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 how they 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, 2021. Genasys Inc. disclaims any intent or obligation to update those forward-looking statements, except as otherwise specifically stated.
Investor Relations Contact
Kimberly Rogers
Hayden IR
ir@genasys.com
Genasys Inc.
Condensed Consolidated Balance Sheets
(Unaudited - in thousands)
| June 30, | **** | **** | ||
|---|---|---|---|---|
| 2022 | September 30, | |||
| (unaudited) | 2021 | |||
| ASSETS | **** | **** | **** | **** |
| Current assets: | **** | **** | **** | **** |
| Cash and cash equivalents | $ | 11,723 | $ | 13,167 |
| Short-term marketable securities | 5,270 | 5,686 | ||
| Restricted cash | 100 | 279 | ||
| Accounts receivable, net | 5,691 | 7,682 | ||
| Inventories, net | 8,806 | 6,416 | ||
| Prepaid expenses and other | 1,233 | 2,255 | ||
| Total current assets | 32,823 | 35,485 | ||
| Long-term marketable securities | 2,004 | 1,875 | ||
| Long-term restricted cash | 971 | 1,082 | ||
| Deferred tax assets, net | 8,408 | 8,039 | ||
| Property and equipment, net | 1,644 | 1,755 | ||
| Goodwill | 23,511 | 23,834 | ||
| Intangible assets, net | 11,098 | 12,804 | ||
| Operating lease right of use asset | 4,315 | 4,862 | ||
| Prepaid expenses and other - noncurrent | 337 | 392 | ||
| Total assets | $ | 85,111 | $ | 90,128 |
| LIABILITIES AND STOCKHOLDERS' EQUITY | **** | **** | **** | **** |
| Current liabilities: | **** | **** | **** | **** |
| Accounts payable | $ | 2,501 | $ | 2,160 |
| Accrued liabilities | 11,827 | 14,111 | ||
| Notes payable, current portion | - | 296 | ||
| Operating lease liabilities, current portion | 882 | 899 | ||
| Total current liabilities | 15,210 | 17,466 | ||
| Other liabilities, noncurrent | 975 | 995 | ||
| Operating lease liabilities, noncurrent | 5,057 | 5,709 | ||
| Total liabilities | 21,242 | 24,170 | ||
| Total stockholders' equity | 63,869 | 65,958 | ||
| Total liabilities and stockholders' equity | $ | 85,111 | $ | 90,128 |
Genasys Inc.
Condensed Consolidated Statements of Operations
(Unaudited - in thousands, except per share amounts)
| Three months ended | Nine months ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||
| Revenues | $ | 14,152 | $ | 12,627 | $ | 37,997 | $ | 31,956 | ||||
| Cost of revenues | 7,572 | 6,206 | 19,315 | 16,556 | ||||||||
| Gross profit | 6,580 | 6,421 | 18,682 | 15,400 | ||||||||
| 46.5 | % | 50.9 | % | 49.2 | % | 48.2 | % | |||||
| Operating expenses: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Selling, general and administrative | 5,502 | 4,776 | 16,133 | 11,931 | ||||||||
| Research and development | 1,707 | 1,125 | 5,314 | 3,089 | ||||||||
| Total operating expenses | 7,209 | 5,901 | 21,447 | 15,020 | ||||||||
| (Loss) income from operations | (629 | ) | 520 | (2,765 | ) | 380 | ||||||
| Other income and expense, net | 9 | (2 | ) | 12 | 59 | |||||||
| (Loss) income before income taxes | (620 | ) | 518 | (2,753 | ) | 439 | ||||||
| Income tax (benefit) expense | (31 | ) | 228 | (367 | ) | 506 | ||||||
| Net (loss) income | $ | (589 | ) | $ | 290 | $ | (2,386 | ) | $ | (67 | ) | |
| Net (loss) income per common share: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Basic | $ | (0.02 | ) | $ | 0.01 | $ | (0.07 | ) | $ | (0.00 | ) | |
| Diluted | $ | (0.02 | ) | $ | 0.01 | $ | (0.07 | ) | $ | (0.00 | ) | |
| Weighted average common shares outstanding: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Basic | 36,567 | 34,109 | 36,459 | 33,798 | ||||||||
| Diluted | 36,567 | 35,271 | 36,459 | 33,798 | ||||||||
| Reconciliation of GAAP measures to non-GAAP measures | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Net (loss) income | $ | (589 | ) | $ | 290 | $ | (2,386 | ) | $ | (67 | ) | |
| Other income and expense, net | (9 | ) | 2 | (12 | ) | (59 | ) | |||||
| Income tax (benefit) expense | (31 | ) | 228 | (367 | ) | 506 | ||||||
| Depreciation and amortization | 638 | 401 | 1,920 | 953 | ||||||||
| Stock based compensation | 355 | 446 | 1,650 | 956 | ||||||||
| Adjusted EBITDA | $ | 364 | $ | 1,367 | $ | 805 | $ | 2,289 |