false 0000924383 0000924383 2023-12-07 2023-12-07
 
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): December 7, 2023
 
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 December 7, 2023, the Company issued a press release regarding its financial results for the fiscal year ended September 30, 2023. 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.
 
Exhibit
Number

Description
 
99.1
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 thereunto duly authorized.
 
Date: December 7, 2023
Genasys Inc.
By:
/s/ Dennis D. Klahn
Dennis D. Klahn
Chief Financial Officer
 
 

Exhibit 99.1

 

 

Genasys Inc. Reports Fiscal Fourth Quarter and Fiscal Year 2023 Financial Results

 

Genasys Protect Software Gaining Momentum

 

SAN DIEGO December 7, 2023 Genasys Inc. (NASDAQ: GNSS), the leader in Protective Communications, today announced financial results for the Company’s fiscal fourth quarter and full year ended September 30, 2023.

 

Richard S. Danforth, Chief Executive Officer of Genasys, Inc., commented, “As we announced in mid- September, our pipeline of hardware and software business continues to grow rapidly. This week’s announcements include some of the business that we had expected in the September quarter. We expect that we will book each of the forecasted hardware orders that shifted out of our fiscal 2023. In the fourth quarter of fiscal 2023, recurring revenues in our software business were up 43% year over year and 21% sequentially. Based on current contracting activity, the addition of Evertel Technologies, and partnerships with Tablet Command and Ladris, we now expect fiscal 2024 software revenue growth in excess of 100% year over year.” 

 

Mr. Danforth continued, “The steady growth and expansion of our recurring software revenue is gaining momentum. Evertel, now branded Genasys Protect CONNECT, is already delivering strong synergies across our existing customer base. The integration with Tablet Command and added performance and functionality of Ladris expands the use cases and value of the Genasys Protect platform. Combined with our category-defining ACOUSTICS offerings, Genasys is rapidly expanding the differentiation of Protective Communications versus legacy mass notification solutions. The differentiation of Genasys Protect continues to displace incumbents and win the business that is already generating a rapidly growing Annual Recurring Revenue (ARR).” 

 

Fiscal 4Q 2023 Financial Summary

 

 

Revenue of $10.7 million, versus $16.0 million in 4Q 2022

 

GAAP operating loss of ($2.6) million, versus ($12.8) million in 4Q 2022. 

 

Adjusted EBITDA of ($1.7) million, versus $1.6 million in 4Q 2022. 

 

GAAP net loss of ($10.1) million versus ($13.8) million in 4Q 2022. GAAP net loss per share ($0.27) versus ($0.38) in 4Q 2022. 

 

Adjusted net loss of ($2.7) million vs. ($0.7) million in 4Q 2022. Adjusted net loss per share of ($0.07) vs. ($0.02) per share in 4Q 2022

 

Fiscal 2023 Financial Summary

 

 

Revenue of $46.7 million, versus $54.0 million in fiscal 2022

 

GAAP operating loss of ($11.0) million, versus ($15.5) million in fiscal 2022. 

 

Adjusted EBITDA of ($6.8) million, versus $2.4 million in fiscal 2022. 

 

GAAP net loss of ($18.4) million versus a ($16.2) million in fiscal 2022. GAAP net loss per share of ($0.50) versus ($0.44) in fiscal 2022. 

 

Adjusted net loss of ($11.0) million vs. ($3.1) million in fiscal 2022. Adjusted net loss per share of ($0.30) vs. a loss of ($0.08) per share in fiscal 2022

 

 

 

Business Highlights 

 

 

Fortified the balance sheet with $10.6 Million of cash through follow-on offering of 5.75 million shares of common stock that closed shortly after quarter end

 

Completed the acquisition of Evertel Technologies, LLC. and subsequently rebranded its offering as Genasys Protect CONNECT

 

Announced key partnerships with Tablet Command and Ladris, each of which further differentiates Genasys Protect from mass notification solutions

 

Genasys named a Strong Performer in The Forrester Wave™: Critical Event Management Platforms, Q4 2023 report

 

Announced a Foreign Military Sales (FMS) order of LRAD equipment for middle eastern military defense force

 

Won $1M prototype order from US Army for CROWS-AHD development

 

Business Outlook

 

Software pipeline and bookings continue to see robust growth. Recent competitive wins, the addition of Evertel and newly forged partnerships provide added sales pipeline and market differentiation. While our hardware pipeline continues to grow beyond the delayed orders from last fiscal year, lack of budgetary certainty is again expected to skew hardware revenues significantly toward the second half of our fiscal year. In fiscal 2024, Genasys now expects software revenues to more than double year over year, and hardware revenues to approach fiscal 2022 levels. Adjusted EBITDA for the full fiscal year is expected to improve versus fiscal 2023.  

 

Fiscal 4Q 2023 Financial Review

 

Fiscal fourth quarter revenue was $10.7 million, a decrease of 33.3% from the record $16.0 million in the prior year's quarter. Software revenue decreased 3.2% and hardware revenue decreased 35.6%, compared with the fiscal 2022 fourth quarter. Within Software, quarterly recurring revenue increased 43.1% year over year. As the company discussed in its September 18th press release, several hardware opportunities that were expected to be booked and recognized for revenue in the period have been delayed until fiscal 2024.

 

Gross profit margin was 49.6%, compared with 49.5% in the fourth quarter of fiscal 2022.

 

Operating expenses of $7.9 million increased from $7.5 million in fiscal 4Q 2022, excluding last year’s one-time, non-cash goodwill impairment of $13.2 million. Selling, general and administrative expenses increased 5.8% from $5.8 million in the prior year to $6.2 million in the quarter ended September 30, 2023. Research and development expenses increased 4.4% year-over-year from the addition of 13.3% more engineers over the prior year to increase the features and functionality of our software offerings.

 

GAAP net loss in the quarter was ($10.1) million, or ($0.27) per share, compared with a GAAP net loss of ($13.8) million, or ($0.38) per share, in the fourth quarter of fiscal 2022. Excluding the $7.4 million deferred tax expense in fiscal 2023 and the $13.2 goodwill impairment in 4Q 2022, 2023 fiscal fourth quarter adjusted net loss was ($2.7) million, or ($0.07) per share, compared with an adjusted net loss of ($0.7) million, or ($0.02) per share in the prior year period. The increase in adjusted net loss was primarily due to lower hardware revenues and increased operating expenses resulting from additional engineering, sales and marketing employees.

 

 

 

Adjusted EBITDA was ($1.7) million for the fourth quarter of fiscal 2023, compared with $1.6 million for the prior fiscal year period.

 

Fiscal 2023 Financial Review

 

Revenue for fiscal 2023 was $46.7 million, compared with $54.0 million in the same period last year. Software revenue increased 22.7% and hardware revenue decreased 15.8%, compared with fiscal 2022. As the company discussed in its September 18th press release, several hardware opportunities that were expected to be booked and recognized for revenue in the period have been delayed until fiscal 2024.

 

 

Gross profit margin was 46.6%, compared with 50.5% in the prior fiscal year. The decrease in gross profit margin was due primarily to the higher cost of components costs in fiscal 2023 shipments that were booked prior to inflationary component cost increases being realized, and lower overall sales volume.

 

Excluding last year’s one-time, non-cash Goodwill Impairment of $13.2 million, fiscal 2022 operating expenses of $29.6 million increased to $32.7 million in fiscal year 2023. Selling, general and administrative expenses increased 8.8% from $22.6 million in the prior year to $24.6 million in fiscal 2023. Research and development expenses increased 15.9% year-over-year due to intentional investment to increase the features and functionality of our software offerings.

 

GAAP net loss for the fiscal year was ($18.4) million, or ($0.50) per share, compared with a GAAP net loss of ($16.2) million, or ($0.44) per share, in fiscal 2022. Excluding the $7.4 million deferred tax expense in fiscal 2023 and the $13.2 million goodwill impairment in fiscal 2022, 2023 fiscal year adjusted net loss was ($11.0) million, or ($0.30) per share, compared with an adjusted net loss of ($3.1) million, or ($0.08) per share in the prior year period. The increase in adjusted net loss was primarily due to lower hardware revenues and increased operating expenses resulting from additional engineering, sales and marketing employees.

 

 

Adjusted EBITDA was ($6.8) million in fiscal 2023, compared with $2.4 million in fiscal 2022.

 

Cash, cash equivalents and marketable securities totaled $10.1 million as of September 30, 2023, compared with $19.9 million as of September 30, 2022. Accounts receivable at quarter end totaled $6.0 million versus $6.7 million as of September 30, 2022. Since the quarter end, the Company completed the acquisition of Evertel Technologies LLC as well as a follow-on offering of 5.75 million shares of common stock. Combined the two actions resulted in the addition of approximately $9.6 million in net proceeds to the balance sheet.

 

 

 

We include in this press release Non-GAAP operational metrics of adjusted EBITDA, adjusted net loss, and adjusted net loss per share, which we believe provide 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.

 

Webcast and Conference Call Details

 

Management will host a conference call to discuss the financial results for the fourth quarter of fiscal year 2023 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/1375/49520

 

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 page of the Company’s website.

 

About Genasys Inc.

 

Genasys Inc. (NASDAQ: GNSS) is the global leader in Protective Communications Solutions and Systems, designed around one premise: ensuring organizations and public safety agencies are “Ready when it matters™”. The company provides the Genasys Protect platform, the most comprehensive portfolio of preparedness, response, and analytics software and systems, as well as Genasys Long Range Acoustic Devices (LRAD®) that deliver directed, audible voice messages with exceptional vocal clarity from close range to 5,500 meters. Genasys serves state and local governmental agencies, and education (SLED); enterprise organizations in critical sectors such as oil and gas, utilities, manufacturing, and automotive; and federal governments and the military. Genasys Protective Communications Solutions have diverse applications, including emergency warning and mass notification for public safety, critical event management for enterprise companies, de-escalation for defense and law enforcement, and automated detection of real-time threats like active shooters and severe weather. Today, Genasys protects over 70 million people globally and is used in more than 100 countries, including more than 500 cities, counties, and states in the U.S. 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 conflict, epidemics or pandemics, 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, 2023. 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.

 

Condensed Consolidated Balance Sheets

 

(Unaudited - in thousands)

 
                 
                 
                 
   

September 30,

 
   

2023

   

2022

 
                 

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 8,665     $ 12,736  

Short-term marketable securities

    1,481       6,397  

Restricted cash

    758       100  

Accounts receivable, net

    5,952       6,744  

Inventories, net

    6,501       6,008  

Prepaid expenses and other

    1,851       3,577  

Total current assets

    25,208       35,562  

Long-term marketable securities

    -       781  

Long-term restricted cash

    96       823  

Deferred tax assets, net

    -       7,373  

Property and equipment, net

    1,551       1,757  

Goodwill

    10,282       10,118  

Intangible assets, net

    8,427       10,505  

Operating lease right of use asset

    3,886       4,541  

Prepaid expenses and other - noncurrent

    455       394  

Total assets

  $ 49,905     $ 71,854  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               

Current liabilities:

               

Accounts payable

  $ 2,785     $ 2,334  

Accrued liabilities

    7,466       12,083  

Operating lease liabilities, current portion

    1,008       948  

Total current liabilities

    11,259       15,365  
                 

Other liabilities, noncurrent

    551       907  

Operating lease liabilities, noncurrent

    4,283       5,189  

Total liabilities

    16,093       21,461  
                 

Total stockholders' equity

    33,812       50,393  

Total liabilities and stockholders' equity

  $ 49,905     $ 71,854  

 

 

 

 

Genasys Inc.

 

Condensed Consolidated Statements of Operations

 

(Unaudited - in thousands, except per share amounts)

 
                                 
                                 
                                 
   

Three months ended

   

Years ended

 
   

September 30,

   

September 30,

 
   

2023

   

2022

   

2023

   

2022

 
   

(unaudited)

   

(unaudited)

   

(unaudited)

   

(unaudited)

 
                                 

Revenues

  $ 10,700     $ 16,038     $ 46,663     $ 54,035  

Cost of revenues

    5,391       8,105       24,901       26,759  

Gross profit

    5,309       7,933       21,762       27,276  
      49.6 %     49.5 %     46.6 %     50.5 %

Operating expenses:

                               

Selling, general and administrative

    6,178       5,841       24,621       22,635  

Impairment of goodwill

    -       13,162       -       13,162  

Research and development

    1,770       1,696       8,127       7,010  

Total operating expenses

    7,948       20,699       32,748       42,807  
                                 

(Loss) income from operations

    (2,639 )     (12,766 )     (10,986 )     (15,531 )

Other income and expense, net

    (6 )     48       (10 )     60  

(Loss) income before income taxes

    (2,645 )     (12,718 )     (10,996 )     (15,471 )

Income tax (benefit) expense

    7,417       1,108       7,400       741  

Net (loss) income

  $ (10,062 )   $ (13,826 )   $ (18,396 )   $ (16,212 )
                                 

Net (loss) income per common share:

                               

Basic

  $ (0.27 )   $ (0.38 )   $ (0.50 )   $ (0.44 )

Diluted

  $ (0.27 )   $ (0.38 )   $ (0.50 )   $ (0.44 )
                                 

Weighted average common shares outstanding:

                               

Basic

    37,190       36,599       36,939       36,495  

Diluted

    37,190       36,599       36,939       36,495  
                                 
                                 

Reconciliation of GAAP measures to non-GAAP measures

                               
                                 

Net (loss) income

  $ (10,062 )   $ (13,826 )   $ (18,396 )   $ (16,212 )

Other income and expense, net

    6       (48 )     10       (60 )

Income tax (benefit) expense

    7,417       1,108       7,400       741  

Impairment of goodwill

    -       13,162       -       13,162  

Depreciation and amortization

    640       636       2,558       2,556  

Stock based compensation

    313       577       1,642       2,227  

Adjusted EBITDA

  $ (1,686 )   $ 1,609     $ (6,786 )   $ 2,414  

 

 
v3.23.3
Document And Entity Information
Dec. 07, 2023
Document Information [Line Items]  
Entity, Registrant Name Genasys Inc.
Document, Type 8-K
Document, Period End Date Dec. 07, 2023
Entity, Incorporation, State or Country Code DE
Entity, File Number 000-24248
Entity, Tax Identification Number 87-0361799
Entity, Address, Address Line One 16262 West Bernardo Drive
Entity, Address, City or Town San Diego
Entity, Address, State or Province CA
Entity, Address, Postal Zip Code 92127
City Area Code 858
Local Phone Number 676-1112
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Title of 12(b) Security Common stock
Trading Symbol GNSS
Security Exchange Name NASDAQ
Amendment Flag false
Entity, Central Index Key 0000924383

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