UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


 

(Mark one)

☒         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended MarchDecember 31, 2021

 

or

 

☐         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period fromto.

 

Commission File Number: 000-24248


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GENASYS INC.

(Exact name of registrant as specified in its charter)


Delaware

87-0361799

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

  

16262 West Bernardo Drive, San Diego,

California

92127

(Address of principal executive offices)

(Zip Code)

 

(858) 676-1112

(Registrants telephone number, including area code)


 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each classexchange on which securities are registered

Common stock, $0.00001 par value per share

Trading Symbol(s)GNSS

Name of each exchange on which securities are registeredNASDAQ Capital Market

Common stock, $0.00001 par value per share

GNSS

NASDAQ Capital Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☒   Yes     ☐  No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    ☒  Yes    ☐  No

 


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

    

Non-accelerated filer

Smaller reporting company

    

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.    ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ☐  Yes  ☒    No

 

The number of shares of Common Stock, $0.00001 par value, outstanding on May 11, 2021February 3, 2022 was 33,849,566.36,407,072.



 

 

 

PART I. FINANCIAL INFORMATION

 

Item 1.         Financial Statements

 

Genasys Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value and share amounts)

 

 

March 31,

      

December 31,

    
 

2021

  

September 30,

  

2021

 

September 30,

 
 

(Unaudited)

  

2020

  

(Unaudited)

  

2021

 

ASSETS

         

Current assets:

         

Cash and cash equivalents

 $18,455  $23,319  $10,136  $13,167 

Short-term marketable securities

  5,474   4,265  3,938  5,686 

Restricted cash

  282   282  273  279 

Accounts receivable, net

  5,445   5,442  6,787  7,682 

Inventories, net

  6,451   5,949  9,142  6,416 

Prepaid expenses and other

  1,082   860   1,223   2,255 

Total current assets

  37,189   40,117  31,499  35,485 
         

Long-term marketable securities

  2,450   3,805  3,381  1,875 

Long-term restricted cash

  1,190   395  1,083  1,082 

Deferred tax assets, net

  10,817   11,095  8,330  8,039 

Property and equipment, net

  1,901   1,930  1,821  1,755 

Goodwill

  8,380   2,472  23,787  23,834 

Intangible assets, net

  3,570   943  12,251  12,804 

Operating lease right of use asset

  5,216   5,285 

Operating lease right of use assets

 4,689  4,862 

Other assets

  195   125   439   392 

Total assets

 $70,908  $66,167  $87,280  $90,128 
         

LIABILITIES AND STOCKHOLDERS' EQUITY

         

Current liabilities:

         

Accounts payable

 $2,555  $1,370  $2,259  $2,160 

Accrued liabilities

  6,994   7,880  12,611  14,111 

Notes payable, current portion

  300   300 

Notes payable

 290  296 

Operating lease liabilities, current portion

  859   771   906   899 

Total current liabilities

  10,708   10,321  16,066  17,466 
         

Notes payable, less current portion

  -   18 

Other liabilities, noncurrent

  884   293  995  995 

Operating lease liabilities, noncurrent

  6,172   6,395   5,488   5,709 

Total liabilities

  17,764   17,027  22,549  24,170 
         

Stockholders' equity:

         

Preferred stock, $0.00001 par value; 5,000,000 shares authorized; none issued and outstanding

  -   -  0  0 

Common stock, $0.00001 par value; 100,000,000 shares authorized; 33,849,566 and 33,561,544 shares issued and outstanding, respectively

  -   - 

Common stock, $0.00001 par value; 100,000,000 shares authorized; 36,371,529 and 36,403,833 shares issued and outstanding, respectively

 0  0 

Additional paid-in capital

  95,218   91,248  107,273  107,110 

Accumulated deficit

  (42,215)  (41,858) (42,459) (41,154)

Accumulated other comprehensive income (loss)

  141   (250)  (83)  2 

Total stockholders' equity

  53,144   49,140   64,731   65,958 

Total liabilities and stockholders' equity

 $70,908  $66,167  $87,280  $90,128 

 

See accompanying notes

 

1

 

Genasys Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

 

 

Three months ended

  

Six months ended

  

Three months ended

 
 

March 31,

  

March 31,

  

December 31,

 
 

2021

  

2020

  

2021

  

2020

  

2021

  

2020

 

Revenues:

                 

Product sales

 $10,131  $7,553  $17,081  $15,561  $9,570  $6,950 

Contract and other

  1,170   723   2,248   1,497   1,107   1,078 

Total revenues

  11,301   8,276   19,329   17,058  10,677  8,028 

Cost of revenues

  5,964   4,266   10,288   8,446   5,783   4,324 
                 

Gross Profit

  5,337   4,010   9,041   8,612 

Gross profit

  4,894   3,704 
                 

Operating expenses

                 

Selling, general and administrative

  3,824   2,732   7,155   5,554  5,134  3,331 

Research and development

  960   949   2,026   2,033   1,369   1,066 

Total operating expenses

  4,784   3,681   9,181   7,587  6,503  4,397 
                 

Income (loss) from operations

  553   329   (140)  1,025 

Loss from operations

 (1,609) (693)
                 

Other income (expense), net

  (8)  70   61   166 

Other income, net

  13   69 
                 

Income (loss) before income taxes

  545   399   (79)  1,191 

Income tax expense

  283   97   278   269 

Net income (loss)

 $262  $302  $(357) $922 

Loss before income taxes

 (1,596) (624)

Income tax benefit

  (291)  (5)

Net loss

 $(1,305) $(619)
                 

Net income (loss) per common share - basic and diluted

 $0.01  $0.01  $(0.01) $0.03 
 

Net loss per common share - basic and diluted

 $(0.04) $(0.02)

Weighted average common shares outstanding:

                 

Basic

  33,683,240   33,094,596   33,629,479   33,036,786 

Diluted

  34,779,266   33,732,619   33,629,479   33,708,832 

Basic and diluted

  36,456,187   33,573,755 

 

See accompanying notes

 

2

 

Genasys Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOMELOSS

(in thousands)

(Unaudited)

 

  

Three months ended

  

Six months ended

 
  

March 31,

  

March 31,

 
  

2021

  

2020

  

2021

  

2020

 

Net income (loss)

 $262  $302  $(357) $922 

Other comprehensive income

                

Unrealized (loss) on marketable securities

  (3)  (8)  (6)  (11)

Unrealized foreign currency gain (loss)

  (75)  (62)  397   27 

Comprehensive income

 $184  $232  $34  $938 
  

Three months ended

 
  

December 31,

 
  

2021

  

2020

 

Net loss

 $(1,305) $(619)

Other comprehensive income (loss)

        

Unrealized loss on marketable securities

  (10)  (3)

Unrealized foreign currency (loss) gain

  (75)  472 

Comprehensive loss

 $(1,390) $(150)

 

3

 

 

Genasys Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

 

 

Six months ended

  

Three Months Ended

 
 

March 31,

  

December 31,

 
 

2021

  

2020

  

2021

  

2020

 

Operating Activities:

         

Net (loss) income

 $(357) $922 

Net loss

 $(1,305) $(619)
         

Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:

     

Adjustments to reconcile net income to net cash provided by operating activities:

 

Depreciation and amortization

  552   415  639  281 

Amortization of debt issuance costs

  2   -  5  0 

Warranty provision

  37   (11) 4  15 

Inventory obsolescence

  196   128  26  100 

Share-based compensation

  510   454 

Stock-based compensation

 558  182 

Realized loss on foreign currency forward contract

  (48)  -  0  (76)

Unrealized loss on foreign currency forward contract

  (28)  - 

Deferred income taxes

  278   269  (291) (5)

Amortization of operating lease right of use asset

  343   292  178  170 

Accretion of acquisition holdback liability

  22   -  12  0 
         

Changes in operating assets and liabilities:

         

Accounts receivable, net

  (14)  (2,205) 889  2,300 

Inventories, net

  (698)  (1,214) (2,752) (1,114)

Prepaid expenses and other

  (253)  787  979  120 

Accounts payable

  1,184   1,072  99  232 

Accrued and other liabilities

  (1,363)  (3,036)  (1,743)  (314)

Net cash provided by (used in) operating activities

  363   (2,127)

Net cash (used in) provided by operating activities

  (2,702)  1,272 
         

Investing Activities:

         

Purchases of marketable securities

  (2,799)  (2,013) (2,655) (1,793)

Proceeds from maturities of marketable securities

  2,939   1,971  2,886  1,925 

Cash paid for Amika Mobile

  (4,367)  - 

Cash paid for acquisitions net of cash acquired

 0  (4,367)

Capital expenditures

  (148)  (102)  (159)  (29)

Net cash used in investing activities

  (4,375)  (144)

Net cash provided by (used in) investing activities

  72   (4,264)
         

Financing Activities:

         

Proceeds from exercise of stock options

  170   258  46  54 

Repurchase of common stock

  -   (398)  (441)  0 

Shares retained for payment of taxes in connection with settlement of restricted stock units

  (141)  (41)

Payments on promissory notes

  (18)  (17)

Cash paid for debt issuance costs

  (38)  - 

Net cash used in financing activities

  (27)  (198)

Net cash (used in) provided by financing activities

  (395)  54 

Effect of foreign exchange rate on cash

  (30)  11   (11)  1 

Net decrease in cash, cash equivalents, and restricted cash

  (4,069)  (2,458) (3,036) (2,937)

Cash, cash equivalents and restricted cash, beginning of period

  23,996   19,517   14,528   23,996 

Cash, cash equivalents and restricted cash, end of period

 $19,927  $17,059  $11,492  $21,059 
  

Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets:

         

Cash and cash equivalents

 $18,455  $16,399  $10,136  $19,584 

Restricted cash, current portion

  282   265  273  295 

Long-term restricted cash

  1,190   395   1,083   1,180 

Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows

 $19,927  $17,059  $11,492  $21,059 

 

See accompanying notes

 

4

 

Genasys Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in thousands)

(Unaudited)

 

  

Six months ended March 31,

 
  

2021

  

2020

 

Noncash investing and financing activities:

        

Change in unrealized gain (loss) on marketable securities

 $(6) $(11)

Obligation to issue common stock in connection with the purchase of Amika Mobile

 $(3,431) $- 

Initial measurement of operating lease right of use assets

 $259  $5,824 

Initial measurement of operating lease liabilities

 $259  $7,815 
         

Business combination accounted for as a purchase

        

Fair value of asset purchase holdback liability

 $613  $- 
  

Three Months Ended

 
  

December 31,

 
  

2021

  

2020

 

Noncash investing and financing activities:

        

Change in unrealized loss on marketable securities

 $(10) $(3)

Obligation to issue common stock in connection with the Amika Mobile asset purchase

 $(832) $(3,431)

Initial measurement of operating lease right of use assets

 $7  $248 

Initial measurement of operating lease liabilities

 $7  $248 
         

Business combinations accounted for as a purchase

        

Fair value of net assets acquired

 $0  $8,411 

 

 
5

Genasys Inc.

Notes to the Condensed Consolidated Financial Statements

(in thousands, except per share and share amounts)

(Unaudited)

 

 

1. OPERATIONS

 

Genasys Inc. (formerly LRAD® Corporation), a Delaware corporation (the “Company”), is engaged in the design, developmenta global provider of critical communications hardware and commercializationsoftware solutions designed to alert, inform, and protect. The Company's unified platform receives information from a wide variety of directedsensors and multidirectional sound technologies, voice broadcast products,Internet-of-Things (IoT) inputs to collect real-time information on developing and location-based mass messaging solutions foractive emergency warningsituations. The Company uses this information to create and workforce management. The principal markets for the Company’s proprietary sound reproduction technologies, voice broadcast productsdisseminate alerts, warnings, notifications, and mass messaging solutions are in Northinstructions through multiple channels before, during, and South America, Europe, the Middle Eastafter public safety and Asia. On October 23, 2019, the Company announced its rebrandingenterprise threats, critical events, and began doing business as Genasys Inc.other crisis situations.

 

 

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

General

 

The Company’s unaudited interim condensed consolidated financial statements included herein have been prepared in accordance with the instructions to Form 10-Q10-Q and Article 8 of Regulation S-XS-X and the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In management’s opinion, the accompanying financial statements reflect adjustments necessary to present fairly the financial position, results of operations, and cash flows for those periods indicated, and contain adequate disclosure to make the information presented not misleading. Adjustments included herein are of a normal, recurring nature unless otherwise disclosed in the footnotes. The condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended September 30, 20202021, included in the Company’s Annual Report on Form 10-K,10-K, as filed with the SEC on December 10, 2020. November 23, 2021. The accompanying condensed consolidated balance sheet at as of September 30, 2020 2021 has been derived from the audited consolidated balance sheet at as of September 30, 2020 2021 contained in the above referenced Form 10-K.10-K. Results of operations for interim periods are not necessarily indicative of the results of operations for a full year.

 

Principles of Consolidationconsolidation

 

The Company has seveneight wholly owned subsidiaries, Genasys II Spain, S.A.US.A.U. (“Genasys Spain”), Genasys Communications Canada ULC (“Genasys Canada”), Genasys Singapore PTE Ltd, Genasys Puerto Rico, LLC, Zonehaven LLC, and Genasys Inc. (branch) in the United Arab Emirates and two currently inactive subsidiaries, Genasys America de CV and LRAD International Corporation. The condensed consolidated financial statements include the accounts of these subsidiaries after elimination of intercompany transactions and accounts.

 

Cash, cash equivalents and restricted cash

 

The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. As of MarchDecember 31, 2021, the amount of cash and cash equivalents was $18,455.$10,136. As of September 30, 2020, 2021 the amount of cash and cash equivalents was $23,319.$13,167.

 

The Company considers any amounts pledged as collateral or otherwise restricted for use in current operations to be restricted cash. In addition, the Company excludes from cash and cash equivalents cash required to fund specific future contractual obligations related to business combinations. Restricted cash is classified as a current asset unless amounts are not expected to be released and available for use in operations within one year. As of MarchDecember 31, 2021, the current portion of restricted cash was $282$273 and the noncurrent portion was $1,190.$1,083. As of September 30, 2020, 2021, the current portion of restricted cash was $282$279 and the noncurrent portion was $395.$1,082.

 

Immaterial Correction of Prior Period Financial Statements

During the quarter ended December 31, 2020, Company management identified an immaterial error in the previously issued September 30, 2020 consolidated balance sheet. This error resulted in an overstatement of prepaid expenses and accrued liabilities of $5,205 related to a foreign currency forward contract which was presented on a gross basis rather than on a net basis. There was no impact to the consolidated statement of operations or the consolidated statement of cash flows as of September 30, 2020, as a result of this misstatement. Further, there was no impact to the condensed consolidated financial statements as of, and for the six months ended March 31, 2021, as the forward contract was settled during the first quarter of fiscal 2021.  SEC Staff Accounting Bulletin: No. 99 – Materiality and No. 108 – Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements were used by management to evaluate the impact of the misstatement. Management concluded that this misstatement had no material impact on either the accompanying condensed consolidated balance sheet as of March 31, 2021 or the previously issued consolidated balance sheet as of September 30, 2020, and therefore the misstatement was corrected in the accompanying condensed consolidated balance sheet as of September 30, 2020. All financial information contained in the accompanying notes to these condensed consolidated financial statements has been revised to reflect the correction of this error.

Reclassifications

 

Where necessary, the prior year’s information has been reclassified to conform to the current year presentation.

6

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements

(in thousands, except per share and share amounts)

(Unaudited)

 

 

3. RECENT ACCOUNTING PRONOUNCEMENTS

 

New pronouncements pending adoption

 

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13,2016-13, Measurement of Credit Losses on Financial Instruments, which supersedes current guidance by requiring recognition of credit losses when it is probable that a loss has been incurred. The new standard requires the establishment of an allowance for estimated credit losses on financial assets including trade and other receivables at each reporting date. The new standard will result in earlier recognition of allowances for losses on trade and other receivables and other contractual rights to receive cash. In November 2019, the FASB issued ASU No. 2019-10,2019-10, Financial Instruments Credit Losses (Topic 326)(ASC 326), Derivatives and Hedging (Topic 815)(ASC 815) and Leases (Topic 842)(ASC 842), which extends the effective date of Topic ASC 326 for certain companies until fiscal years beginning after December 15, 2022. The new standard will be effective for the Company in the first quarter of its fiscal year beginning October 1, 2023, and early adoption is permitted. The Company has not completed its review of the impact of this standard on its consolidated financial statements. However, based on the Company’s history of immaterial credit losses from trade receivables, managementthe Company does not expect that the adoption of this standard will have a material effect on the Company’s consolidated financial statements.

 

6

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements
(in thousands, except per share and share amounts)
(Unaudited)

In March 2020, the FASB issued ASU No. 2020-04,2020-04, Reference Rate Reform (Topic 848)(ASC 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU No. 2020-042020-04 provides optional guidance, expedients and exceptions for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this update apply to all entities, subject to meeting the criteria, which participate in contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU No. 2020-042020-04 was subsequently amended by ASU No. 2021-01,2021-01, Reference Rate Reform (Topic(ASC 848)848), Scope, which refines the scope of Topic ASC 848 and permits optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships. The amendments of these updates are available to all entities as of March 12, 2020 through December 31, 2022. The Company has not yet adopted these amendments.intends to adopt this standard when LIBOR is discontinued. The Company’s managementCompany does not expect that the adoption of this standard will have a material effect on the Company’s consolidated financial statements.

 

New pronouncements adopted

In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which improves fair value disclosure requirements by removing disclosures that are not cost beneficial, clarifying disclosures’ specific requirements and adding relevant disclosure requirements. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The new guidance is effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company adopted ASU No. 2018-13 on October 1, 2020, with no impact to the condensed consolidated financial statements.

 

4.

BUSINESS COMBINATION

On October 2, 2020, the Company completed the purchase of the assets of Amika Mobile Corporation (“Amika Mobile”) pursuant to an Asset Purchase Agreement. Amika Mobile is a leading provider of integrated emergency critical communications based in Ottawa, Canada. The Company believes the Amika Mobile asset purchase will expand the Company’s enterprise software solutions and enhance the Company’s unified multi-channel critical communications platform.

The Amika Mobile asset purchase was accounted for as a business combination using the acquisition method pursuant to ASC Topic 805. As the acquirer for accounting purposes, the Company has estimated the purchase consideration, assets acquired and liabilities assumed as of the acquisition date, with the excess of the purchase consideration over the fair value of net assets acquired recognized as goodwill. The estimated fair value of assets purchased and liabilities assumed in certain cases may be subject to revision based on the final determination of fair value.

The consideration consisted of the following:

Cash paid

 $4,367 

Asset purchase holdback liability

  613 

Common stock to be issued

  3,431 
  $8,411 

7

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements

(in thousands, except per share and share amounts)

(Unaudited)

Under the terms of the Asset Purchase Agreement, the Company is required to deposit a holdback liability in the amount of CAD$1,000 into an interest-bearing account as security for potential indemnification claims against the seller. The holdback amount will be released three years from the closing date subject to amounts withheld for actual, pending or potential claims. The Company also agreed to issue 191,267 shares of the Company’s common stock to the seller of the Amika Mobile assets on each of the first, second and third anniversaries of the closing date. The total number of shares of common stock the Company is obligated to issue is 573,801. The fair value of the Company’s common stock on the closing date was $5.98, resulting in an addition of $3,431 to additional paid-in-capital. The cash portion of the purchase price was funded from cash on hand.

The Company incurred $264 in expenses related to this transaction through March 31, 2021. These expenses were recorded in selling, general and administrative expenses in the condensed consolidated statement of operations as follows: $22 in the second quarter of fiscal 2021, $10 in the first quarter of fiscal 2021, $132 in the fourth quarter of fiscal 2020 and $100 in the third quarter of fiscal 2020.

Purchase Price Allocation

Assets Acquired

    

Prepaid expenses

 $2 

Fixed assets

  22 

Operating lease right of use asset

  248 

Intangible Assets

  2,820 

Goodwill

  5,590 

Total assets acquired

 $8,682 
     

Liabilities assumed

    

Accrued liabilities

 $23 

Operating lease liability

  248 

Total liabilities assumed

  271 

Net Assets acquired

 $8,411 

The estimated fair value of the identifiable intangible assets acquired and their estimated useful lives are as follows:

  

Fair Value

  

Useful Lives (in years)

 

Developed technology

 $2,500   7 

Customer relationships

  320   7 
  $2,820     

Identifiable intangible assets consist of certain technology and customer relationships purchased from Amika Mobile. Identifiable intangible assets are amortized over their useful lives based upon a number of assumptions, including the estimated period of economic benefit and utilization. The weighted average amortization period for identifiable intangible assets acquired is 7 years. These intangible assets are classified as Level 3 in the ASC topic 820 three-tier fair value hierarchy.

The goodwill for Amika Mobile is attributable to combining the Company’s existing emergency communications solutions with the software and software development capabilities of Amika Mobile to enhance product offerings. Goodwill is also attributable to the skill level of the acquired workforce. The Company will continue to analyze the transaction and refine its calculations, as appropriate during the measurement period, which could affect the value of goodwill. Goodwill from the Amika Mobile asset purchase will not be deductible for tax purposes.

 

5.4.

REVENUE RECOGNITONRECOGNITION

 

The Company adopted the guidance in Topic ASU 2014-09, Revenue from Contracts with Customers (ASC 606), and its amendments on October 1, 2018. The Company adopted the new standardASC 606 using the full retrospective approach.

 

Topic ASC 606 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-stepfive-step analysis in determining when and how revenue is recognized:

 

 

1.

Identify the contract(s) with customers

2.

Identify the contract(s) with customersperformance obligations

 

2.3.

IdentifyDetermine the transaction price

4.

Allocate the transaction price to the performance obligations

5.

Recognize revenue when the performance obligations

8

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements

(in thousands, except per share and share amounts)

(Unaudited)

3.

Determine the transaction price

4.

Allocate the transaction price to the performance obligations

5.

Recognize revenue when the performance obligations have been satisfied

 

Topic ASC 606 requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services.

 

The Company derives its revenue from the sale of products to customers, contracts, license fees, other services and freight. The Company sells its products through its direct sales force and through authorized resellers and system integrators. The Company recognizes revenue for goods including software when all the significant risks and rewards have been transferred to the customer, no continuing managerial involvement usually associated with ownership of the goods is retained, no effective control over the goods sold is retained, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transactions will flow to the Company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Software license revenue, maintenance and/or software development service fees may be bundled in one arrangement or may be sold separately.

 

Product Revenuerevenue

 

Product revenue is recognized as a distinct single performance obligation when products are tendered to a carrier for delivery, which represents the point in time that the Company’s customer obtains control of the products. A smaller portion of product revenue is recognized when the customer receives delivery of the products. A portion of products are sold through resellers and system integrators based on firm commitments from an end user, and as a result, resellers and system integrators carry little or no inventory. The Company’s customers do not have a right to return product unless the product is found defective and therefore the Company’s estimate for returns has historically been insignificant

 

Perpetual licensed software

 

The sale and/or license of software products is deemed to have occurred when a customer either has taken possession of, or has the ability to take immediate possession of, the software and the software key. Perpetual software licenses can include one-yearone-year maintenance and support services. In addition, the Company sells maintenance services on a stand-alone basis and is therefore capable of determining their fair value. On this basis, the amount of the embedded maintenance is separated from the fee for the perpetual license and is recognized on a straight-line basis over the period to which the maintenance relates.

 

Time-based licensed software

 

The time-based license agreements include the use of a software license for a fixed term, generally one-year,one-year, and maintenance and support services during the same period. The Company does not sell time-based licenses without maintenance and support services and therefore revenues for the entire arrangements are recognized on a straight-line basis over the term.

 

7

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements
(in thousands, except per share and share amounts)
(Unaudited)

Warranty, maintenance and services

 

The Company offers extended warranty, maintenance and other services. Extended warranty and maintenance contracts are offered with terms ranging from one to several years, which provide repair and maintenance services after expiration of the original one-yearone-year warranty term. Revenues from separately priced extended warranty and maintenance contracts are recognized based on time elapsed over the service period and classified as contract and other revenues. Revenue from other services such as training or installation is recognized when the service is completed.

 

Multiple element arrangements

 

The Company has entered into a number of multiple element arrangements, such as the sale of a product or perpetual licenses that may include maintenance and support (included in the price of perpetual licenses) and time-based licenses (that include embedded maintenance and support, both of which may be sold with software development services, training, and other product sales). In some cases, the Company delivers software development services bundled with the sale of the software. In multiple element arrangements, the Company uses either the stand-alone selling price or an expected cost plus margin approach to determine the fair value of each element within the arrangement, including software and software-related services such as maintenance and support. In general, elements in such arrangements are also sold on a stand-alone basis and stand-alone selling prices are available.

 

Revenue is allocated to each deliverable based on the relative stand-alone selling pricefair value of each individual element and is recognized when the revenue recognition criteria described above are met, except for time-based licenses which are not unbundled. When software development services are performed and are considered essential to the functionality of the software, the Company recognizes revenue from the software development services on a stage of completion basis, and the revenue from the software when the related development services have been completed.

 

9

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements

(in thousands, except per share and share amounts)

(Unaudited)

The Company disaggregates revenue by reporting segment (Hardware and Software) and geographically to depict the nature of revenue in a manner consistent with the Company’sits business operations and to be consistent with other communications and public filings. Refer to Note 19,18, Segment Information and Note 20,19, Major Customers, Suppliers and Related Information for additional details of revenues by reporting segment and disaggregation of revenue.

 

Contract Assetsassets and Liabilitiesliabilities

 

The Company enters into contracts to sell products and provide services and recognizes contract assets and liabilities that arise from these transactions. The Company recognizes revenue and corresponding accounts receivable according to Topic ASC 606 and, at times, recognizes revenue in advance of the time when contracts give the Company the right to invoice a customer. Sales commissions are considered incremental and recoverable costs of obtaining a contract with a customer. Subscription related commission costs are deferred and then amortized on a straight-line basis over the period of benefit. The Company may also receive consideration, per terms of a contract, from customers prior to transferring goods to the customer. The Company records customer deposits as a contract liability. Additionally, the Company may receive payments, most typically for service and warranty contracts, at the onset of the contract and before the services have been performed. In such instances, a deferred revenue liability is recorded. The Company recognizes these contract liabilities as revenue after all revenue recognition criteria are met. The table below showsreflects the balancebalances of contract assets and liabilities as of MarchDecember 31, 2021 and September 30, 2020, 2021, including the change between the periods. There were 0 contract assets as of December 31, 2021 and September 30, 2021. The current portion of contract liabilities and the non-current portion are included in “Accrued liabilities” and “Other liabilities, noncurrent”, respectively, on the accompanying Condensed Consolidated Balance Sheets.condensed consolidated balance sheets. Refer to Note 11,10, Accrued and Other Liabilities for additional details.

 

The Company’s contract liabilities were as follows:

 

 

Customer

deposits

  

Deferred

revenue

  

Total contract

liabilities

  

Customer

deposits

 

Deferred

revenue

 

Total contract

liabilities

 

Balance at September 30, 2020

 $3,683  $1,024  $4,707 

Balance as of September 30, 2021

 $8,701  $1,428  $10,129 

New performance obligations

  5,065   584   5,649  2,627  410  3,037 

Recognition of revenue as a result of satisfying performance obligations

  (5,579)  (785)  (6,364) (2,754) (452) (3,206)

Effect of exchange rate on deferred revenue

  -   11   11   0  2  2 

Balance at March 31, 2021

 $3,169  $834  $4,003 

Balance as of December 31, 2021

 $8,574  $1,388  $9,962 

Less: non-current portion

  -   (214)  (214)  0  (296) (296)

Current portion at March 31, 2021

 $3,169  $620  $3,789 

Current portion as of December 31, 2021

 $8,574  $1,092  $9,666 

 

8

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements
(in thousands, except per share and share amounts)
(Unaudited)

Remaining Performance Obligationsperformance obligations

 

Remaining performance obligations related to Topic ASC 606 represent the aggregate transaction price allocated to performance obligations under an original contract with a term greater than one year, which are fully or partially unsatisfied at the end of the period.

 

As of March December 31,2021, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $4,003.$9,962. The Company expects to recognize revenue on approximately $3,789$9,666 or 95%97% of the remaining performance obligations over the next 12 months, and the remainder is expected to be recognized thereafter.

 

Practical Expedientsexpedients 

 

In cases where the Company is responsible for shipping after the customer has obtained control of the goods, the Company has elected to treat these activities as fulfillment activities rather than as a separate performance obligation. Additionally, the Company has elected to capitalize the cost to obtain a contract only if the period of amortization would be longer than one year. The Company only gives consideration to whether a customer agreement has a financing component if the period of time between transfer of goods and services and customer payment is greater than one year. The Company also utilizes the “as invoiced” practical expedient in certain cases where performance obligations are satisfied over time and the invoiced amount corresponds directly with the value the Company is providing to the customer.

 

 

6.5.

FAIR VALUE MEASUREMENTS

 

The Company’s financial instruments consist principally of cash equivalents, short and long-term marketable securities, accounts receivable, and accounts payable. The fair value of a financial instrument is the amount that would be received in an asset sale or paid to transfer a liability in an orderly transaction between unaffiliated market participants. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows:

 

 

Level 1:

Inputs are based on quoted market prices for identical assets or liabilities in active markets at the measurement date.

 

10

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements

(in thousands, except per share and share amounts)

(Unaudited)

 

Level 2:

Inputs include quoted prices for similar assets or liabilities in active markets and/or quoted prices for identical or similar assets or liabilities in markets that are not active near the measurement date.

 

Level 3:

Level 3:

Inputs include management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation.

 

The fair value of the Company’s cash equivalents and marketable securities waswere determined based on Level 1 and Level 2 inputs. The Company did not have any marketable securities invaluation techniques used to measure the Level 3 category asfair value of March 31, 2021the “Level 2” instruments were based on quoted market prices or September 30, 2020.model-driven valuations using significant inputs derived from or corroborated by observable market data. The Company believes that the recorded values of its other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. The Company did not have any marketable securities in the Level 3 category as of December 31, 2021 or September 30, 2021. There have been no changes in Level 1, Level 2, and Level 3 and no changes in valuation techniques for financial instruments measured at fair value on a recurring basis for the periods ended December 31, 2021 and September 30, 2021.

 

Instruments Measuredmeasured at Fair Valuefair value on a Recurring Basisrecurring basis

 

Cash equivalents and marketable securities: The following tables present the Company’s cash equivalents and marketable securities’ costs, gross unrealized gains and losses, and fair value by major security type recorded as cash equivalents or short-term or long-term marketable securities as of MarchDecember 31, 2021 and September 30, 2020. 2021. Unrealized gains and losses from the remeasurement of marketable securities are recorded in accumulated other comprehensive income (loss) until recognized in earnings upon the sale or maturity of the security.

 

  

March 31, 2021

 
  

Cost Basis

  

Unrealized Gain

  

Fair Value

  

Cash Equivalents

  

Short-term Securities

  

Long-term Securities

 

Level 1:

                        

Money Market Funds

 $538  $-  $538  $538  $-  $- 
                         

Level 2:

                        

Certificates of deposit

  1,193   -   1,193   -   251   942 

Municipal securities

  5,223   1   5,224   -   4,161   1,063 

Corporate bonds

  1,507   -   1,507   -   1,062   445 

Subtotal

  7,923   1   7,924   -   5,474   2,450 
                         

Total

 $8,461  $1  $8,462  $538  $5,474  $2,450 

  

September 30, 2020

 
  

Cost Basis

  

Unrealized Gain

  

Fair Value

  

Cash Equivalents

  

Short-term Securities

  

Long-term Securities

 

Level 1:

                        

Money Market Funds

 $365  $-  $365  $365  $-  $- 
                         

Level 2:

                        

Certificates of deposit

  1,195   -   1,195   -   -   1,195 

Municipal securities

  3,777   4   3,781   -   2,432   1,350 

Corporate bonds

  3,091   3   3,094   -   1,833   1,260 

Subtotal

  8,063   7   8,070   -   4,265   3,805 
                         

Total

 $8,428  $7  $8,435  $365  $4,265  $3,805 

Foreign currency forward contract: In August 2020, the Company entered into a foreign currency forward contract as an economic hedge against exposure to changes in the Canadian dollar in connection with the Amika Mobile asset purchase. At September 30, 2020, the notional value of the foreign currency forward contract was CAD$6,955 with a maturity date in October 2020. The foreign currency forward contract was classified under Level 2 of the fair value hierarchy. The valuation techniques used to measure the fair value were based on quoted market prices. On October 1, 2020, the foreign currency forward contract was settled for CAD$6,955 (USD$5,281), resulting in a realized loss of $48 on the contract that was recorded in earnings as other income (expense). The foreign currency forward contract liability was recorded in accrued liabilities in the consolidated balance sheet as of September 30, 2020.

119

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements

(in thousands, except per share and share amounts)
(Unaudited)

  

December 31, 2021

 
  

Cost Basis

  

Unrealized

Gain (Loss)

  

Fair Value

  

Cash

Equivalents

  

Short-term

Securities

  

Long-term

Securities

 

Level 1:

                        

Money Market Funds

 $1,181  $0  $1,181  $1,181  $-  $- 
                         

Level 2:

                        

Certificates of deposit

  1,493   0   1,493   0   693   800 

Municipal securities

  4,907   (5)  4,902   0   3,106   1,796 

Corporate bonds

  929   (5)  924   0   139   785 

Subtotal

  7,329   (10)  7,319   0   3,938   3,381 
                         

Total

 $8,510  $(10) $8,500  $1,181  $3,938  $3,381 

  

September 30, 2021

 
  

Cost Basis

  

Unrealized

Gain (Loss)

  

Fair Value

  

Cash

Equivalents

  

Short-term

Securities

  

Long-term

Securities

 

Level 1:

                        

Money Market Funds

 $932  $0  $932  $932  $-  $- 
                         

Level 2:

                        

Certificates of deposit

  1,494   0   1,494   0   694   800 

Municipal securities

  5,139   (1)  5,138   0   4,205   933 

Corporate bonds

  928   1   929   0   787   142 

Subtotal

  7,561   0   7,561   0   5,686   1,875 
                         

Total

 $8,493  $0  $8,493  $932  $5,686  $1,875 

Instruments measured at fair value on a non-recurring basis

Nonfinancial assets: Nonfinancial assets such as goodwill, other intangible assets, long-lived assets held and used, and right-of-use assets (“ROU assets”) are measured at fair value when there is an indicator of impairment and recorded at fair value only when impairment is recognized or for a business combination. 

Goodwill and intangible assets are recognized at fair value during the period in which an acquisition is completed, from updated estimates during the measurement period, or when they are considered to be impaired. These non-recurring fair value measurements, primarily for intangible assets acquired, were based on Level 3 inputs. The Company estimates the fair value of these long-lived assets on a non-recurring basis based on a market valuation approach, engaging independent valuation experts to assist in the determination of fair value.

The following table presents nonfinancial assets that were subject to fair value measurement during the three months ended December 31, 2021. Certain intangible assets, operating lease ROU assets and goodwill are subject to foreign currency translation adjustments. There were no business combinations or indicators of impairment for the three months ended December 31, 2021.

  

Carrying

Value

  

Level 1

  

Level 2

  

Level 3

  

Gain/ (Loss)

 

Operating lease ROU asset

 $7  $0  $0   7  $0 

10

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements
(in thousands, except per share and share amounts)
(Unaudited)

Holdback Liability: In connection with the Amika Mobile asset purchase, the Company recorded a holdback liability related to potential future adjustments to assets and liabilities, misrepresentations and indemnifications against third-party claims. Adjustments of up to CAD$1,000 (USD$787) will be deducted from the asset purchase holdback liability for up to three years from the closing date. The holdback liability was recorded at the present value which was the fair value at the acquisition date. The Company engaged independent valuation experts to assist in determining the present value of the holdback liability. The expected future payment was discounted using a rate representative of the Company’s payment risk and credit rating. Accretion is recorded in each subsequent reporting period based on the discount factor used to arrive at the original fair value. This change in fair value is recorded in the accompanying condensed consolidated statement of operations. The changes in the carrying amount of the holdback liability is as follows:

Balance as of September 30, 2021

 $687 

Accretion

  11 

Currency translation

  1 

Balance as of December 31, 2021

 $699 

 

 

7.6. INVENTORIES, NET

 

Inventories, net consisted of the following:

 

 

March 31,

  

September 30,

  

December 31,

 

September 30,

 
 

2021

  

2020

  

2021

  

2021

 

Raw materials

 $5,385  $5,220  $8,401  $5,449 

Finished goods

  718   841  893  842 

Work in process

  980   456   552   877 

Inventories, gross

  7,083   6,517  9,846  7,168 

Reserve for obsolescence

  (632)  (568)  (704)  (752)

Inventories, net

 $6,451  $5,949  $9,142  $6,416 

 

 

8.7. PROPERTY AND EQUIPMENT, NET

 

Property and equipment, net consisted of the following:

 

 

March 31,

  

September 30,

  

December 31,

 

September 30,

 
 

2021

  

2020

  

2021

  

2021

 

Office furniture and equipment

 $1,233  $1,181  $1,309  $1,261 

Machinery and equipment

  1,230   1,184  1,380  1,270 

Leasehold improvements

  2,150   2,056   2,154   2,154 

Construction in progress

  16   8 

Property and equipment, gross

  4,629   4,429  4,843  4,685 

Accumulated depreciation

  (2,728)  (2,499)  (3,022)  (2,930)

Property and equipment, net

 $1,901  $1,930  $1,821  $1,755 

 

Depreciation expense was $101 and $132 for the three months ended March 31, 2021 and 2020, respectively. Depreciation expense was $200 and $266 for the six months ended March 31, 2021 and 2020, respectively.

  

Three Months Ended

 
  

December 31,

 
  

2021

  

2020

 

Depreciation expense

 $96  $99 

 

 

9.8. GOODWILL AND INTANGIBLE ASSETS

 

Goodwill is attributable to the acquisitionacquisitions of Genasys Spain and Zonehaven, and the Amika Mobile asset purchase and is due to combining the integrated emergency critical communications, mass messaging solutions and software development capabilities with existing hardware products for enhanced offerings and the skill level of the acquired workforces. The Company periodically reviews goodwill for impairment in accordance with relevant accounting standards.

There were no additions to goodwill during the three months ended December 31, 2021. During the six monthsyear ended March 31,September 30, 2021, the Company added $5,590a total of $21,128 in goodwill related to the Zonehaven acquisition and the Amika Mobile asset purchase. As of December 31, 2021 and September 30, 2021, goodwill was $23,787 and $23,834, respectively. There were no0 impairments to goodwill during the sixthree months ended MarchDecember 31, 2021.

11

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements
(in thousands, except per share and share amounts)
(Unaudited)

The changes in the carrying amount of goodwill by segment for the three months ended December 31, 2021, were as follows:

  

Hardware

  

Software

  

Total

 

Balance as of September 30, 2021

 $0  $23,834  $23,834 

Currency translation

  0   (47)  (47)

Balance as of December 31, 2021

 $0  $23,787  $23,787 

 

Intangible assets and goodwill related to Genasys Spain are translated from Euros to U.S. dollars at the balance sheet date. The net impact of foreign currency exchange differences arising during the period related to goodwill and intangible assets was an increasea decrease of $4.$65. Intangible assets and goodwill related to Amika Mobile are translated from Canadian dollars to U.S. dollars at the balance sheet date. During the six months ended March 31, 2021, the Company added $2,820 in intangible assets related to the Amika Mobile asset purchase. The net impact of foreign currency exchange differences arising during the period related to goodwill and intangible assets was an increase of $474. $8.

The changes in the carrying amount of intangible assets by segment for the three months ended December 31, 2021, were as follows:

  

Hardware

  

Software

  

Total

 

Balance as of September 30, 2021

 $25  $12,779  $12,804 

Amortization

  (1)  (542)  (543)

Currency translation

  0   (10)  (10)

Balance as of December 31, 2021

 $24  $12,227  $12,251 

The Company’s consolidated intangible assets consisted of the following:

 

 

March 31,

  

September 30,

  

December 31,

 

September 30,

 
 

2021

  

2020

  

2021

  

2021

 

Technology

 $3,297  $655  $12,054  $12,065 

Customer relationships

  965   627  1,841  1,855 

Trade name portfolio

  228   228  620  625 

Non-compete agreements

  247   247  239  244 

Patents

  72   72   72   72 
  4,809   1,829  14,826  14,861 

Accumulated amortization

  (1,239)  (886)  (2,575)  (2,057)
 $3,570  $943  $12,251  $12,804 

As of December 31, 2021, future amortization expense is as follows:

Fiscal year ending September 30,

    

2022 (remaining nine months)

 $1,623 

2023

  2,133 

2024

  2,119 

2025

  1,994 

2026

  1,856 

Thereafter

  2,526 

Total estimated amortization expense

 $12,251 

  

Three months ended

 
  

Deember 31,

 
  

2021

  

2020

 

Amortization expense

 $543  $182 

 

12

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements

(in thousands, except per share and share amounts)

(Unaudited)

Amortization expense was $169 and $74 for the three months ended March 31, 2021 and 2020, respectively. Amortization expense was $352 and $149 for the six months ended March 31, 2021 and 2020, respectively.

As of March 31, 2021, future amortization expense is as follows:

Fiscal year ending September 30, 2021 (remaining six months)

 $330 

2022

  658 

2023

  625 

2024

  612 

2025

  482 

Thereafter

  863 

Total estimated amortization expense

 $3,570 

 

10.9. PREPAID EXPENSES AND OTHER

 

Prepaid expenses and other current assets consisted of the following:

 

 

March 31,

  

September 30,

  

December 31,

 

September 30,

 
 

2021

  

2020

  

2021

  

2021

 

Deposits for inventory

 $52  $54  $265  $997 

Prepaid insurance

  531   264  290  395 

Dues and subscriptions

  146   151  194  213 

Prepaid professional services

 6  158 

Prepaid commissions

 163  82 

Trade shows and travel

  92   103  178  95 

Other

  261   288   127   315 
 $1,082  $860  $1,223  $2,255 

 

Deposits for inventory

 

Deposits for inventory consisted of cash payments to vendors for inventory to be delivered in the future.

 

Prepaid insurance

 

Prepaid insurance consisted of premiums paid for health, commercial and corporate insurance. These premiums are amortized on a straight-line basis over the term of the agreements.

 

Dues and subscriptions

 

Dues and subscriptions consistconsisted of payments made in advance for software subscriptions and trade and professional organizations. These payments are amortized on a straight-line basis over the term of the agreements.

 

Prepaid professional services

Prepaid professional services consisted of payments made in advance for services such as accounting and legal services.

Prepaid commissions

Prepaid commissions represented the current portion of sales commissions paid in connection with obtaining a contract with a customer. These costs are deferred and are amortized on a straight-line basis over the period of benefit, which is typically between three and five years. Amortization of prepaid commissions is included in selling, general and administrative expenses in the accompanying condensed consolidated statement of operations.

Trade shows and travel

 

Trade shows and travel consistsconsisted of payments made in advance for trade show events.

 

13

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements

(in thousands, except per share and share amounts)

(Unaudited)

 

11.10. ACCRUED LIABILITIES AND OTHER

 

Accrued liabilities consisted of the following:

 

 

March 31,

  

September 30,

  

December 31,

 

September 30,

 
 

2021

  

2020

  

2021

  

2021

 

Payroll and related

 $2,054  $2,545  $2,146  $3,726 

Deferred revenue

  620   731  1,092  1,120 

Customer deposits

  3,169   3,683  8,574  8,701 

Accrued contract costs

  1,007   719  653  416 

Warranty reserve

  144   126  146  146 

Other

  -   76   0   2 

Total

 $6,994  $7,880  $12,611  $14,111 

 

Other liabilities-noncurrent consisted of the following: 

 

 

March 31,

  

September 30,

  

December 31,

 

September 30,

 
 

2021

  

2020

  

2021

  

2021

 

Deferred extended warranty revenue

 $214  $293  $296  $308 

Asset purchase holdback liability

  670   -   699   687 

Total

 $884  $293  $995  $995 

 

Payroll and related

 

Payroll and related consisted primarily of accrued vacation, bonus, sales commissions and benefits.

 

Deferred Revenuerevenue

 

Deferred revenue as of MarchDecember 31, 2021 included prepayments from customers for services, including extended warranty, scheduled to be performed in the twelve months ending MarchDecember 31, 2022.

 

Customer Depositsdeposits

 

Customer deposits represent amounts paid by customers as a down payment on hardware orders to be delivered duringin the next twelve months. months ending December 31, 2022.

 

Accrued contract costs

 

Accrued contract costs consistconsisted of accrued expenses for contracting a third-partythird-party service provider to fulfill repair and maintenance obligations required under a contract with a foreign military for units sold in the year ended September 30, 2011. Payments to the service provider will be made annually upon completion of each year of service. A new contract was signed with the customer in May 2019 to continue repair and maintenance services through May 2024. These services are being recorded in cost of revenues to correspond with the revenues for these services.

 

Warranty Reservereserve

 

Changes in the warranty reserve and extended warranty were as follows:

 

 

March 31,

  

September 30,

  

December 31,

 

September 30,

 
 

2021

  

2020

  

2021

  

2021

 

Beginning balance

 $126  $150  $146  $126 

Warranty provision

  37   16  4  56 

Warranty settlements

  (19)  (40)  (4)  (36)

Ending balance

 $144  $126  $146  $146 

 

The Company establishes a warranty reserve based on anticipated warranty claims at the time product revenue is recognized. Factors affecting warranty reserve levels include the number of units sold, anticipated cost of warranty repairs and anticipated rates of warranty claims. The Company evaluates the adequacy of the provision for warranty costs each reporting period and adjusts the accrued warranty liability to an amount equal to estimated warranty expense for products currently under warranty.

 

14

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements

(in thousands, except per share and share amounts)

(Unaudited)

Deferred Extended Warranty Revenueextended warranty revenue

 

Deferred extended warranty revenue consistsconsisted of warranties purchased in excess of the Company’s standard warranty. Extended warranties typically range from one to two years.

 

Asset purchase holdback liability

 

In connection with the Amika Mobile asset purchase, the Company recorded a holdback liability related to potential future adjustments to assets and liabilities.liabilities, misrepresentations and indemnifications against third-party claims. Adjustments of up to CAD$1,000 (USD$794) (USD$787) will be deducted from the asset purchase holdback liability for up to three years from the closing date. The liability is recorded at fair value in the condensed consolidated balance sheet.

 

 

12.11. DEBT

 

In connection with the acquisition of Genasys Spain the Company assumedacquired certain debts of Genasys Spain. The carrying value of the acquired debt approximates fair value. The balances of the acquired debt consist of loans with governmental agencies as of MarchDecember 31, 2021. Loans with governmental agencies represent interest free debt granted by ministries within Spain for the purpose of stimulating economic development and promoting research and development. Loans with governmental agencies as of MarchDecember 31, 2021 are as follows:

 

Agency

Due Date

 

Principal

  

Project Name

 

Principal

  

Ministry of Economy and Competitiveness

February 2, 2022

 $18  

INNPACTO 1 "eSalud"

 $17  

Ministry of Economy and Competitiveness

February 2, 2024

  282 

(a)

INNPACTO 3 "eSalud"

  273 

(a)

  $300    $290  

 

 

(a)

This loan is secured by $282$273 of cash pledged as collateral by Genasys Spain, which is the current balance of the loan. This amount is included in restricted cash at MarchDecember 31, 2021. The Company expects the Ministry of Economy and Competitiveness to declare the terms of the loan satisfied within the next twelve monthsfiscal 2022 and that the outstanding balance of the loan will be paid in full during the next twelve months.fiscal 2022. Accordingly, this has been included in the current portion of notes payable as of MarchDecember 31, 2021.

 

The following is a schedule of future annual payments as of MarchDecember 31, 2021:

 

2022

 $300  $290 

2023

  - 

Total

 $300  $290 

The changes in the carrying amount of debt for the three months ended December 31, 2021, are as follows:

Balance as of September 30, 2021

 $296 

Payments

  0 

Currency translation

  (6)

Balance as of December 31, 2021

 $290 

 

Revolving line of credit

 

On March 8, 2021, the Company entered into an agreement with MUFG Union Bank, N.A. for a $10 million revolving line of credit. Outstanding balances on the revolving line of credit bear interest at a per annum rate equal to the London Interbank Offered Rate (“LIBOR”) plus 2.25%. The agreement contains a provision for determining an alternative interest rate index in the event the LIBOR rate is no longer available. The agreement contains standard covenants, including affirmative financial covenants, such as the maintenance of a short-term liquidity ratio and a senior leverage ratio, in addition to negative covenants which limit the incurrence of additional indebtedness, loans and equity investments, disposition of assets, mergers and consolidations and other matters customarily restricted in such agreements. The maturity date of this revolving line of credit is March 31, 2023. As of MarchDecember 31, 2021, there were no0 borrowings on the revolving line of credit. The Company incurred and capitalized $38 of issuance costs related to this revolving line of credit. These issuance costs have and will be amortized on a straight-line basis over the term of the loan.

 

15

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements
(in thousands, except per share and share amounts)
(Unaudited)

13.12. LEASES

 

The Company determines if an arrangement is a lease at inception. The guidance in Topic ASC 842 defines a lease as a contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. Operating lease ROU assets and lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. The Company’s leases do not provide an implicit rate. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Additionally, the portfolio approach is used in determining the discount rate used to present value lease payments. The operating ROU asset includes any lease payments made and excludes lease incentives and initial direct costs incurred.

 

15

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements

(in thousands, except per share and share amounts)

(Unaudited)

The Company entered intois party to operating leases for office and production facilities and equipment under agreements that expire at various dates through 2028. The Company elected the package of practical expedients permitted under the new lease standard. In electing the practical expedient package, the Company is not required to reassess whether an existing or expired contract is or contains a lease, reassess the lease classification for expired or existing leases nor reassess the initial direct costs for leases that commenced before the adoption of Topic ASC 842. The Company also elected the short-term lease exemption such that the new lease standard was applied to leases greater than one year in duration. Leases with an initial term of twelve months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.

 

For leases beginning on or after October 1, 2019, lease components are accounted for separately from non-lease components for all asset classes. Certain of the Company’s leases contain renewal provisions and escalating rental clauses and generally require the Company to pay utilities, insurance, taxes and other operating expenses. The renewal provisions of existing lease agreements were not included in the determination of the operating lease liabilities and the operating ROU assets. Variable payments such as excess usage fees on existing equipment leases were not included in the determination of the lease liabilities and the operating ROU assets as the achievement of the specified target that triggers the variable lease payment is not considered probable. In addition, the Company’s facility lease in Spain has an escalating lease clause based on a consumer price index which is considered a variable lease payment and is not included in the determination of the lease liability and operating ROU asset. A 10% increase in the index would increase the total lease liability approximately $19. The Company’s leases do not contain any residual value guarantees or material restrictive covenants.

 

Upon adoption of Topic ASC 842 as of October 1, 2019, the Company recognized on its consolidated balance sheet an initial measurement of approximately $7,815 of operating lease liabilities, and approximately $5,824 of corresponding operating ROU assets, net of tenant improvement allowances. There was no cumulative effect adjustment to retained earnings as a result of the transition to Topic TASC 842. The adoption of Topic ASC 842 did not have a material impact on the Company’s consolidated statement of operations.

 

During the sixthree months ended MarchDecember 31, 2021, the Company added an additional operating ROU asset of $259$7 and operating lease liabilities of $259$7 for office space.equipment. The tables below show the operating ROU assets and liabilities as of September 30, 2020 2021, and the balances as of MarchDecember 31, 2021, including the changes during the periods.

 

  

Operating ROU assets

 

Operating lease right of use asset at September 30, 2020

 $5,285 

Additional operating lease right of use assets

  259 

Less amortization of operating lease right-of-use assets

  (343)

Effect of exchange rate on operating lease right of use assets

  15 

Operating lease right of use asset at March 31, 2021

 $5,216 

  

Operating lease liabilities

 

Operating lease liabilities at September 30, 2020

 $7,166 

Additional operating lease liabilities

  259 

Less lease principal payments on operating lease liabilities

  (409)

Effect of exchange rate on operating lease liabilities

  15 

Operating lease liabilities at March 31, 2021

  7,031 

Less non-current portion

  (6,172)

Current portion at March 31, 2021

 $859 
  

Operating lease

ROU assets

 

Operating lease ROU asset as of September 30, 2021

 $4,862 

Additional operating lease ROU assets

  7 

Less amortization of operating lease ROU assets

  (178)

Effect of exchange rate on operating lease ROU assets

  (2)

Operating lease right of use asset as of December 31, 2021

 $4,689 

 

16

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements

(in thousands, except per share and share amounts)

(Unaudited)
 
  

Operating lease

liabilities

 

Operating lease liabilities as of September 30, 2021

 $6,608 

Additional operating lease liabilities

  7 

Less lease principal payments on operating lease liabilities

  (218)

Effect of exchange rate on operating lease liabilities

  (3)

Operating lease liabilities as of December 31, 2021

  6,394 

Less non-current portion

  (5,488)

Current portion as of December 31, 2021

 $906 

(Unaudited)

 

As of MarchDecember 31, 2021, the Company’s operating leases have a weighted-average remaining lease term of 7.116.44 years and a weighted-average discount rate of 4.13%4.14%. The maturities of the operating lease liabilities are as follows:

 

Fiscal year ending September 30, 2021 (remaining six months)

 $569 

2022

  1,141 

Fiscal year ending September 30,

 

2022 (remaining nine months)

 $866 

2023

  1,090  1,090 

2024

  1,085  1,086 

2025

  1,162  1,058 

2026

 1,071 

Thereafter

  3,104   2,139 

Total undiscounted operating lease payments

  8,151  7,310 

Less imputed interest

  (1,120)  (916)

Present value of operating lease liabilities

 $7,031  $6,394 

 

For the three months ended MarchDecember 31, 2021 and 2020, total lease expense under operating leases was approximately $245$244 and $224,$236, respectively. For the six months ended March 31, 2021 and 2020, total lease expense under operating leases was approximately $490 and $448, respectively. For the three and six months ended March 31, 2021 total short-term lease expense was $2. There was noThe Company did not have any short-term lease expense during the three and six months ended MarchDecember 31, 2021 and 2020.

 

 

14.13. INCOME TAXES

 

For the sixthree months ended MarchDecember 31, 2021, the Company recorded income tax expensebenefit of $278$291 reflecting an effective tax rate of 22.1%28.8%. For the sixthree months ended MarchDecember 31, 2020, the Company recorded an income tax expensebenefit of $269$5 reflecting an effective tax rate of 21.6%31.2%. The Company continues to maintain a partial valuation allowance against its deferred tax assets as the Company believes that the negative evidence that it will be able to recover these net deferred tax assets outweighs the positive evidence.

 

Accounting Standards Codification Topic ASC 740, Accounting for Uncertainty in Income Taxes, requires the Company to recognize in its consolidated financial statements uncertainties in tax positions taken that may not be sustained upon examination by the taxing authorities. If interest or penalties are assessed, the Company would recognize these charges as income tax expense. The Company has not recorded any income tax expense or benefit for uncertain tax positions.

 

 

15.14. COMMITMENTS AND CONTINGENCIES

 

Litigation

 

The Company may at times be involved in litigation in the ordinary course of business. The Company will, from time to time, when appropriate in management’sthe Company’s estimation, record adequate reserves in the Company’s consolidated financial statements for pending litigation. Currently, there are no pending material legal proceedings to which the Company is a party or to which any of its property is subject.

 

Bonus Planplan

 

The Company has a bonus plan for employees, in accordance with their terms of employment, whereby they can earn a percentage of their salary based on meeting targeted objectives for orders received, revenue, operating income and operating cash flow. In the sixthree months ended MarchDecember 31, 2021, the Company recorded $898$463 of bonus expense. In the sixthree months ended MarchDecember 31, 2020, the Company recorded $400$459 of bonus expense.

 

17

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements
(in thousands, except per share and share amounts)
(Unaudited)

Amika Mobile Asset Purchaseasset purchase

 

In connection with the Amika Mobile asset purchase, the Company recorded a holdback liability related to potential future adjustments to assets and liabilities.liabilities, misrepresentations and indemnifications against third-party claims. Adjustments of up to CAD$1,000 (USD$794) (USD$787) will be deducted from the asset purchase holdback liability for up to three years from the closing date. The liability is recorded at fair value in the condensed consolidated balance sheet.

 

The Company also agreed to issue 191,267 shares of the Company’s common stock to the former owners of Amika Mobile on each of the first, second and third anniversaries of the closing date. The total number of shares of common stock the Company is obligated to issue is 573,801. The fair value of the Company’s common stock on the closing date was $5.98, resulting in the addition of $3,431 to additional paid-in-capital.

17

Genasys Inc.
Notes During the year ended September 30, 2021, the Company accelerated the issuance of 365,109 of such shares of common stock to a former owner of the Amika Mobile assets. During the three months ended December 31, 2021, the Company issued 69,564 shares to the Condensed Consolidated Financial Statements

(in thousands, except per share and share amounts)former owners of the Amika Mobile assets. There are 139,128 remaining shares of the Company’s common stock subject to issuance under this obligation.

(Unaudited)

 

 

16.15. SHARE-BASED COMPENSATION

 

Stock Option Plansoption plans

 

At MarchAs of December 31, 2021, the Company had two equity incentive plans. The 2005 Equity Incentive Plan (“(2005 Equity Plan”) was terminated with respect to new grants in March 2015 but remains in effect for grants issued prior to that time. The Amended and Restated 2015 Equity Incentive Plan (“(2015 Equity Plan”) was adopted by the Company’s Board of Directors on December 6, 2016 and approved by the Company’s stockholders on March 14, 2017. The 2015 Equity Plan was amended by the Company’s Board of Directors on December 8, 2020, to increase the number of shares authorized for issuance from 5,000,000 to 10,000,000. On March 16, 2021, the Company’s stockholders approved a plan amendment. The 2015 Equity Plan authorizes the issuance of stock options, restricted stock, stock appreciation rights, restricted stock units and performance awards, to an aggregate of 10,000,000 new shares of common stock to employees, directors, advisors or consultants. At MarchAs of December 31, 2021, there were options and restricted stock units outstanding covering 92,50070,000 and 2,956,8873,329,853 shares of common stock under the 2005 Equity Plan and the 2015 Equity Plan, respectively, and 5,206,9154,813,115 shares of common stock available for grant, for a total of 8,256,3028,212,968 shares of common stock currently authorized and unissued under the two equity plans.

 

Share-Based CompensationShare-based compensation

 

The Company’s employee stock options have various restrictions that reduce option value, including vesting provisions and restrictions on transfer and hedging, among others, and are often exercised prior to their contractual maturity.

 

There were 245,000267,000 stock options granted during the sixthree months ended MarchDecember 31, 2021. There were 1,133,727215,000 stock options granted during fiscalthe three months ended December 31, 2020. The weighted average estimated fair value of employee stock options granted during the sixthree months ended MarchDecember 31, 2021and 2020, was calculated using the Black-Scholes option-pricing model with the following weighted average assumptions (annualized percentages):

 

 

Six months ended

  

Three months ended

 
 

March 31,

  

December 31,

 
 

2021

  

2020

  

2021

  

2020

 

Volatility

  48.5%   44.5%  48.1%  48.6% 

Risk-free interest rate

  0.6%   1.4%  1.2%  0.6% 

Dividend yield

  0.0%   0.0%  0.0%  0.0% 

Expected term

  6.8   5.4 

Expected term in years

 6.9  6.9 

 

Expected volatility is based on the historical volatility of the Company’s common stock over the period commensurate with the expected term of the options. The risk-free interest rate is based on rates published by the Federal Reserve Board. The contractual term of the options was seven years. The expected term is based on observed and expected time to post-vesting exercise. The expected forfeiture rate is based on past experience and employee retention data. Forfeitures are estimated at the time of the grant and revised in subsequent periods if actual forfeitures differ from those estimates. Such revision adjustments to expense will be recorded as a cumulative adjustment in the period in which the estimate is changed. The Company has not paid a dividend in fiscal 20212022 and did not pay a dividend in fiscal 2020.2021.

 

As of MarchDecember 31, 2021, there was approximately $812$1,519 of total unrecognized compensation costs related to outstanding employee stock options. This amount is expected to be recognized over a weighted average period of 2.41.8 years. To the extent the forfeiture rate is different from what the Company anticipated, stock-based compensation related to these awards will be different from the Company’s expectations.

 

18

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements
(in thousands, except per share and share amounts)
(Unaudited)

Performance-Based Stock OptionsPerformance-based stock options

 

On August 1, 2016, the Company awarded a performance-based stock option (PVO) to purchase 750,000 shares of the Company’s common stock to a key executive, with a contractual term of seven years. At the grant date, there were 375,000 performance-based stock options assigned to performance criteria within each of fiscal 2019 and 2020. Vesting iswas based upon the achievement of certain performance criteria for each of fiscal 2019 and 2020 including a minimum free cash flow margin and net revenue targets. Additionally, vesting iswas subject to the executive being employed by the Company at the time the Company achieves such financial targets.

 

The Company determined that certain performance conditions related to the 2019 and 2020 performance criteria were achieved. 187,500 options related to the 2019 performance criteria vested and 375,000 options related to the 2020 performance criteria vested. The Company recorded a total of $459 in stock-based compensation expense for these options through September 30, 2020, in selling, general and administrative expenses in the condensed consolidated statement of operations.

 

18

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements

(in thousands, except per share and share amounts)

(Unaudited)

On October 4, 2019, the Company awarded a performance-based stock option (PVO) to purchase 800,000 shares of the Company’s common stock to a key executive, with a contractual term of seven years. Vesting is based upon the achievement of certain performance criteria for each of fiscal 2022 and 2023 including a minimum free cash flow margin and net revenue targets. Additionally, vesting is subject to the executive being employed by the Company at the time the Company achieves such financial targets. The Company has not recorded stock-based compensation expense related to these options.

 

The Company did not grant any PVO’s during the sixthree months ended MarchDecember 31, 2021.2021 and 2020.

 

Restricted Stock Unitsstock units

 

During fiscal 2018,2019, the Board of Directors granted 93,33099,300 restricted stock units (“RSUs”RSU”) to employees that will vest equally over three years on each of the firstthree anniversary dates of the grant. These were issued at a market value of $210, which will be expensed on a straight-line basis over the three-year life of the grants. 

During fiscal 2019, the Board of Directors granted 99,300 RSUs to employees that will vest equally over three years on each of the first three anniversary dates of the grant. These were issued at a market value of $248, which have and will be expensed on a straight-line basis over the three-yearthree-year life of the grants.

 

On March 10, 2020, each non-employee member of the Board of Directors received a grant of 30,000 RSUs that vested on the first anniversary of the grant date. These were issued at a market value of $425, which were expensed on a straight-line basis through the March 10, 2021 vest date. Also, in fiscal 2020, 81,270 RSUs were granted to employees that will vest over three years on the anniversary date of the grant. These were issued at a market value of $258, which have and will be expensed on a straight-line basis over the three-yearthree-year life of the grants.

 

On March 16, 2021, each non-employee member of the Board of Directors received a grant of 27,883 RSUs that vestedwill vest on the first anniversary of the grant date. These were issued at a market value of $1,100, which have and will be expensed on a straight-line basis through the March 16, 2022 vest date. Also, during the quarter, 107,200fiscal 2021, 145,950 RSUs were granted to employees that will vest over three years on the anniversary date of the grant. These were issued at a market value of $793,$989, which have and will be expensed on a straight-line basis over the three-yearthree-year life of the grants. On June 7, 2021, 5,000 RSUs with immediate vesting were granted to an employee at a market value of $25. These were expensed during the quarter ended June 30, 2021. On September 1, 2021, two new members of the Board of Directors received a grant of 17,500 RSUs which will vest on March 16, 2022. These were issued at a market value of $184, which have and will be expensed on a straight-line basis through the March 16, 2022 vest date.

 

During the sixthree months ended MarchDecember 31, 2021, the Company retained 22,073 shares of common stock to satisfy tax withholding obligations upon the vesting ofthere were 8,000 RSUs issuedgranted to employees. DuringThat will vest over three years on the six months ended March 31, 2020,anniversary of the Company retained 13,063 sharesgrant date. These were issued at a market value of common stock to satisfy tax withholding obligations upon$40, which have and will be expensed on a straight-line basis over the vestingthree-year life of RSUs issued to employees. These shares were not acquired pursuant to any repurchase plan or program.the grants.

 

Compensation expense for RSUs was $249 and $387$437 for the three months and six months ended MarchDecember 31, 2021, respectively.. 2021. Compensation expense for RSUs was $168 and $294$138 for the three and six months ended MarchDecember 31, 2020, respectively. As of March 31, 2021, there was approximately $1,713 of total unrecognized compensation costs related to outstanding RSUs. This amount is expected to be recognized over a weighted average period of 1.71 years.2020.

A summary of the restricted stock units of the Company as of March 31, 2021 is presented below:

  

Number of Shares

  

Weighted

Average Grant

Date Fair Value

 

Outstanding September 30, 2020

  303,014  $2.82 

Granted 

  246,565  $7.68 

Released

  (223,633) $2.78 

Forfeited/cancelled

  (277) $2.26 

Outstanding March 31, 2021

  325,669  $6.53 

 

19

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements

(in thousands, except per share and share amounts)
(Unaudited)

A summary of the Company’s RSUs as of December 31, 2021 is presented below:

(Unaudited)

`

 

Number of

Shares

  

Weighted

Average Grant

Date Fair Value

 

Outstanding September 30, 2021

  399,469  $6.27 

Granted

  8,000  $4.99 

Released

  0  $0 

Forfeited/cancelled

  (5,000) $5.05 

Outstanding December 31, 2021

  402,469  $6.26 

 

Stock Option Summary Informationoption summary information

 

A summary of the activity in options to purchase the capital stock of the Company as of MarchDecember 31, 2021 is presented below:

 

 

Number of

Shares

  

Weighted

Average

Exercise Price

  

Number of

Shares

  

Weighted

Average

Exercise Price

 

Outstanding September 30, 2020

  2,659,305  $2.56 

Outstanding September 30, 2021

 2,745,384  $3.02 

Granted

  245,000  $7.01  267,000  $4.99 

Forfeited/expired

  (94,125) $1.99  0  $0 

Exercised

  (86,462) $1.97  (15,000) $3.06 

Outstanding March 31, 2021

  2,723,718  $3.00 

Exerciseable March 31, 2021

  1,480,606  $2.14 

Outstanding December 31, 2021

  2,997,384  $3.20 

Exerciseable December 31, 2021

  1,562,503  $2.29 

 

Options outstanding are exercisable at prices ranging from $1.31 to $8.03 per share and expire over the period from 20212022 to 2028 with an average life of 4.273.86 years. The aggregate intrinsic value of options outstanding and exercisable at Marchas of December 31, 2021 was $10,137$3,373 and $6,742,$2,816, respectively. The aggregate intrinsic value represents the difference between the Company’s closing stock price on the last day of trading for the quarter, which was $6.69$3.98 per share, and the exercise price multiplied by the number of applicable options. The total intrinsic value of stock options exercised during the sixthree months ended MarchDecember 31, 2021 was $455$74 and proceeds from these exercises were $170.was $46. The total intrinsic value of stock options exercised during the sixthree months ended MarchDecember 31, 2020 was $242$113 and proceeds from these exercises were $258. was $54.

 

The following table summarized information about stock options outstanding at MarchDecember 31, 2021:

 

       

Weighted Average

  

Weighted Average

      

Weighted Average

        

Weighted Average

 

Weighted Average

     

Weighted Average

 

Range of

Range of

 

Number

  

Remaining

  

Exercise

  

Number

  

Exercise

 

Range of

 

Number

 

Remaining

 

Exercise

 

Number

 

Exercise

 

Exercise Prices

Exercise Prices

 

Outstanding

  

Contractual Life

  

Price

  

Exercisable

  

Price

 

Exercise Prices

 

Outstanding

  

Contractual Term

  

Price

  

Exercisable

  

Price

 

$1.31

-$1.86  334,991   2.50  $1.64   321,241  $1.64 -

$1.86

 324,157  1.75  $1.64  324,157  $1.64 

$1.99

-$1.99  937,500   2.94  $1.99   937,500  $1.99 -

$1.99

 937,500  2.18  $1.99  937,500  $1.99 

$2.16

-$3.17  72,500   0.85  $2.52   72,500  $2.52 -

$2.90

 50,000  0.19  $2.31  50,000  $2.31 

$3.39

-$3.40  1,133,727   5.59  $3.39   125,147  $3.40 -

$3.39

 800,000  4.76  $3.39  0  $0 

$6.87

-$8.03  245,000   6.71  $7.01   24,218  $6.87 
$3.40-

$8.03

  885,727   5.81  $4.93   250,846  $4.27 
    2,723,718   4.27  $3.00   1,480,606  $2.14     2,997,384   3.86  $3.20   1,562,503  $2.29 

 

The Company recorded $79$120 and $128$44 of stock option compensation expense for employees, directors and consultants for the three months ended MarchDecember 31, 2021, and 2020, respectively. The Company recorded $123 and $160 of stock option compensation expense for employees, directors and consultants for the six months ended March 31, 2021, and 2020, respectively.

 

20

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements
(in thousands, except per share and share amounts)
(Unaudited)

Share-Based CompensationShare-based compensation

 

The Company recorded share-based compensation expense and classified it in the condensed consolidated statements of operations as follows:

 

 

Three months ended

  

Six months ended

  

Three Months Ended

 
 

March 31,

  

March 31,

  

December 31,

 
 

2021

  

2020

  

2021

  

2020

  

2021

  

2020

 

Cost of revenues

 $9  $7  $15  $11  $15  $5 

Selling, general and administrative

  309   283   479   427  531  171 

Research and development

  10   6   16   16   12   6 
 $328  $296  $510  $454  $558  $182 

 

20

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements

(in thousands, except per share and share amounts)

(Unaudited)

 

 

17.16. STOCKHOLDERS EQUITY

 

Summary

 

The following table summarizes changes in the components of stockholders’ equity during the sixthree months ended MarchDecember 31, 2021 and the sixthree months ended MarchDecember 31, 2020 (amounts(amounts in thousands, except par value and share amounts):

 

                  

Accumulated

     
          

Additional

      

Other

  

Total

 
  

Common Stock

  

Paid-in

  

Accumulated

  

Comprehensive

  

Stockholders'

 
  

Shares

  

Amount

  

Capital

  

Deficit

  

Loss

  

Equity

 

Balance at September 30, 2020

  33,561,544  $336  $91,248  $(41,858) $(250) $49,140 

Share-based compensation expense

  -   -   182   -   -   182 

Issuance of common stock upon exercise of stock options, net

  25,899   -   54   -   -   54 

Obligation to issue common stock

  -   -   3,431   -   -   3,431 

Other comprehensive income

  -   -   -   -   469   469 

Net loss

  -   -   -   (619)  -   (619)

Balance at December 31, 2020

  33,587,443  $336  $94,915  $(42,477) $219  $52,657 
                         

Share-based compensation expense

  -  $-  $328  $-  $-  $328 

Issuance of common stock upon exercise of stock options, net

  60,563   1   116   -   -   116 

Issuance of common stock upon vesting of restricted stock units

  223,633   2   -   -   -   - 

Shares retained for payment of taxes in connection with net share settlement of restricted stock units

  (22,073)  -   (141)  -   -   (141)

Other comprehensive loss

  -   -   -   -   (78)  (78)

Net income

  -   -   -   262   -   262 

Balance at March 31, 2021

  33,849,566  $339  $95,218  $(42,215) $141  $53,144 
                  

Accumulated

     
  

Common Stock

  

Additional

      

Other

  

Total

 
  

Shares

  

Par Value

Amount

  

Paid-in

Capital

  

Accumulated

Deficit

  

Comprehensive

Loss

  

Stockholders'

Equity

 

Balance as of September 30, 2021

  36,403,833  $364  $107,110  $(41,154) $2  $65,958 

Share-based compensation expense

  -   0   558   0   0   558 

Issuance of common stock upon exercise of stock options, net

  15,000   0   46   0   0   46 

Stock buyback

  (116,868)  (1)  (441)  0   0   (441)

Release of obligation to issue commons stock

  69,564   0   0   0   0   0 

Accumulated other comprehensive loss

  -   0   0   0   (85)  (85)

Net loss

  -   0   0   (1,305)  0   (1,305)

Balance as of December 31, 2021

  36,371,529  $363  $107,273  $(42,459) $(83) $64,731 

 

          

Additional

      

Other

  

Total

 
  

Common Stock

  

Paid-in

  

Accumulated

  

Comprehensive

  

Stockholders'

 
  

Shares

  

Amount

  

Capital

  

Deficit

  

Loss

  

Equity

 

Balance at September 30, 2019

  32,949,987  $330  $89,572  $(53,732) $(459) $35,381 

Share-based compensation expense

  -   -   158   -   -   158 

Issuance of common stock upon exercise of stock options, net

  83,343   1   144   -   -   144 

Other comprehensive loss

  -   -   -   -   85   85 

Net income

  -   -   -   620   -   620 

Balance at December 31, 2019

  33,033,330  $331  $89,874  $(53,112) $(374) $36,388 
                         

Share-based compensation expense

  -  $-  $296  $-  $-  $296 

Issuance of common stock upon exercise of stock options, net

  56,861   -   114   -   -   114 

Issuance of common stock upon vesting of restricted stock units

  198,106   2   -   -   -   - 

Shares retained for payment of taxes in connection with net share settlement of restricted stock units

  (13,063)  -   (41)  -   -   (41)

Stock buyback

  (156,505)  (2)  (398)  -   -   (398)

Other comprehensive loss

  -   -   -   -   (69)  (69)

Net loss

  -   -   -   302       302 

Balance at March 31, 2020

  33,118,729  $331  $89,845  $(52,810) $(443) $36,592 
                  

Accumulated

     
  

Common Stock

  

Additional

      

Other

  

Total

 
  

Shares

  

Par Value

Amount

  

Paid-in

Capital

  

Accumulated

Deficit

  

Comprehensive

Loss

  

Stockholders'

Equity

 

Balance as of September 30, 2020

  33,561,544  $336  $91,248  $(41,858) $(250) $49,140 

Share-based compensation expense

  -   0   182   0   0   182 

Issuance of common stock upon exercise of stock options, net

  25,899   0   54   0   0   54 

Obligation to issue common stock

  -   0   3,431   0   0   3,431 

Accumulated other comprehensive income

  -   0   0   0   469   469 

Net loss

  -   0   0   (619)  0   (619)

Balance as of December 31, 2020

  33,587,443  $336  $94,915  $(42,477) $219  $52,657 

 

Common Stock Activity

On March 18, 2021, the Company filed an amendment to its Certificate of Incorporation, as amended, with the Secretary of State of Delaware to increase the authorized number of shares of common stock of the Company from 50,000,000 to 100,000,000 shares (the “Amended Certificate”). The Amended Certificate was approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders on March 16, 2021.

21

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements

(in thousands, except per share and share amounts)

(Unaudited)activity

 

During the sixthree months ended MarchDecember 31, 2021, the Company issued 86,46215,000 shares of common stock and received gross proceeds of $170$46 in connection with the exercise of stock options. During the sixthree months ended MarchDecember 31, 2020, the Company issued 140,20425,899 shares of common stock and received gross proceeds of $258$54 in connection with the exercise of stock options. During the six months ended March 31, 2021, the Company issued 201,560 shares of commons stock in connection with the vesting of RSUs. During the six months ended March 31, 2020, the Company issued 185,043 shares of common stock in connection with the vesting of RSUs. 

 

In connection with the Amika Mobile asset purchase, the Company agreed to issue 191,267 shares of the Company’s common stock to the former owners of Amika Mobile on each of the first, second and third anniversaries of the closing date. The total number of shares of common stock the Company is obligated to issue is 573,801. The fair value of the Company’s common stock on the closing date was $5.98, resulting in the addition of $3,431 to additional paid-in-capital. During the year ended September 30, 2021, the Company accelerated the issuance of 365,109 of such shares of common stock to a former owner of the Amika Mobile assets. During the three months ended December 31, 2021, the Company issued 69,564 shares to the former owners of the Amika Mobile assets. There are 139,128 remaining shares of the Company’s common stock subject to issuance under this obligation.

 

Share Buyback Programbuyback program

 

In December 2018, the Board of Directors approved a new share buyback program beginning January 1, 2019 and expiring on December 31, 2020, under which the Company was authorized to repurchase up to $5 million of its outstanding common shares. In December 2020, the Board of Directors extended the buyback program until December 31, 2022. The previous program expired on December 31, 2018.

 

21

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements
(in thousands, except per share and share amounts)
(Unaudited)

During the sixthree months ended MarchDecember 31, 2021, no116,868 shares were repurchased byfor $441. There were 0 shares repurchased during the Company. During the sixthree months ended MarchDecember 31, 2020, the Company repurchased 156,505 shares for $398.2020.

 

Dividends

 

There were no0 dividends declared in the sixthree months ended MarchDecember 31, 2021 and 2020.

 

 

18.17. NET (LOSS) INCOMELOSS PER SHARE

 

The following table sets forth the computation of basic and diluted net incomeloss per share:

 

 

Three months ended

  

Six months ended

  

Three months ended

 
 

March 31,

  

March 31,

  

December 31,

 
 

2021

  

2020

  

2021

  

2020

  

2021

  

2020

 

Net income (loss)

 $262  $302  $(357) $922 

Net loss

 $(1,305) $(619)
                 

Basic income (loss) per share

 $0.01  $0.01  $(0.01) $0.03 

Diluted income (loss) per share

 $0.01  $0.01  $(0.01) $0.03 

Basic loss per share

 $(0.04) $(0.02)

Diluted loss per share

 $(0.04) $(0.02)
                 

Weighted average shares outstanding - basic

  33,683,240   33,094,596   33,629,479   33,036,786   36,456,187   33,573,755 

Assumed exercise of dilutive options

  1,096,026   638,023   -   672,046 

Weighted average shares outstanding - diluted

  34,779,266   33,732,619   33,629,479   33,708,832   36,456,187   33,573,755 
                 

Potentially diluted securities outstanding at period end excluded from diluted computation as the inclusion would have been antidilutive:

                 

Options

  830,000   1,602,477   2,723,718   1,602,477  2,997,384  2,754,281 

RSU

  -   -   325,669   -  402,469  302,737 

Obligation to issue common stock

  139,128   0 

Total

  830,000   1,602,477   3,049,387   1,602,477   3,538,981   3,057,018 

 

 

19.18. SEGMENT INFORMATION

 

The Company is engaged in the design, development and commercialization of directed and multidirectional sound technologies, voice broadcast products and location-based mass messaging solutions for emergency warning and workforce management. The Company operates in two2 business segments: Hardware and Software and its principal markets are North and South America, Europe, the Middle East and Asia. As reviewed by the Company’s chief operating decision maker, the Company evaluates the performance of each segment based on sales and operating income. Cash and cash equivalents, marketable securities, accounts receivable, inventory, property and equipment, deferred tax assets, goodwill and intangible assets are primary assets identified by segment. The accounting policies for segment reporting are the same for the Company as a whole.whole and transactions between the 2 operating segments are not material.

 

22

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements

(in thousands, except per share and share amounts)

(Unaudited)

The following table presents the Company’s segment disclosures:

 

 

Three months ended

 
 

Three months ended March 31,

  

Six months ended March 31,

  

December 31,

 
 

2021

  

2020

  

2021

  

2020

  

2021

  

2020

 
                 

Revenue from external customers

                 

Hardware

 $10,625  $7,862  $18,012  $16,221  $10,127  $7,387 

Software

  676   414   1,317   837   550   641 
 $11,301  $8,276  $19,329  $17,058  $10,677  $8,028 
                 

Intersegment revenues

                 

Hardware

 $-  $-  $-  $-  $0  $0 

Software

  254   444   606   829   674   351 
 $254  $444  $606  $829  $674  $351 
                 

Segment operating income (loss)

                 

Hardware

 $1,566  $523  $1,724  $1,381  $1,172  $508 

Software

  (1,013)  (194)  (1,864)  (356)  (2,781)  (1,201)
 $553  $329  $(140) $1,025  $(1,609) $(693)
                 

Other expenses:

                 

Depreciation and amortization expense

                 

Hardware

 $93  $128  $183  $259  $90  $90 

Software

  177   78   369   156   549   191 
 $270  $206  $552  $415  $639  $281 
                 

Interest expense

                

Income tax benefit

 

Hardware

 $-  $-  $-  $-  $(291) $(5)

Software

  22   -   22   -   0   0 
 $22  $-  $22  $-  $(291) $(5)

Income tax expense

                

Hardware

 $283  $97  $278  $269 

Software

  -   -   -   - 
 $283  $97  $278  $269 

 

  

March 31, 2021

  

September 30, 2020

 

Long-lived assets

        

Hardware

 $1,888  $1,924 

Software

  11,963   3,421 
  $13,851  $5,345 
         

Total assets

        

Hardware

 $55,933  $61,152 

Software

  14,975   5,015 
  $70,908  $66,167 

 

  

December 31,

  

September 30,

 
  

2021

  

2021

 

Long-lived assets

        

Hardware

 $1,799  $1,748 

Software

  36,060   36,645 
  $37,859  $38,393 
         

Total assets

        

Hardware

 $48,782  $50,364 

Software

  38,498   39,764 
  $87,280  $90,128 

 

 

20.19. MAJOR CUSTOMERS, SUPPLIERS AND RELATED INFORMATION

 

For the three months ended MarchDecember 31, 2021, revenues from one customer accounted for 47%68% of total revenues with no other single customer accounting for more than 10% of revenues. For the six months ended MarchAs of December 31, 2021, revenuesaccounts receivable from one customertwo customers accounted for 49%61% and 23% of total revenuesaccounts receivable, with no other single customer accounting for more than 10% of revenues. As of March 31, 2021,the accounts receivable balance.

For the three months ended December 31, 2020, revenues from two customersone customer accounted for 33% and 25%52% of total accounts receivable,revenues with no other single customer accounting for more than 10% of revenues. As of December 31, 2020, accounts receivable from three customers accounted for 48%, 14% and 10% of total accounts receivable, with no other single customer accounting for more than 10% of the accounts receivable balance.

 

23

Genasys Inc.
Notes to the Condensed Consolidated Financial Statements

(in thousands, except per share and share amounts)

(Unaudited)

For the three months ended March 31, 2020, revenues from one customer accounted for 64% of total revenues with no other single customer accounting for more than 10% of revenues. For the six months ended March 31, 2020, revenues from one customer accounted for 63% of total revenues with no other single customer accounting for more than 10% of revenues. As of March 31, 2020, accounts receivable from two customers accounted for 63% and 15% of total accounts receivable, with no other single customer accounting for more than 10% of the accounts receivable balance.

Revenue from customers in the United States was $8,086 and $6,411$9,303 for the three months ended MarchDecember 31, 2021 and 2020, respectively. 2021. Revenue from customers in the United States was $13,837 and $12,923$5,712 for the sixthree months ended MarchDecember 31, 2021 and 2020, respectively. 2020. The following table summarizes revenues by geographic region. Revenues are attributed to countries based on customer’s delivery location.

  

Three months ended December 31,

 
  

2021

  

2020

 

Americas

 $9,436  $6,014 

Asia Pacific

  308   1,011 

Europe, Middle East and Africa

  933   1,003 

Total Revenues

 $10,677  $8,028 

The following table summarizes long lived assets by geographic region.

  

December 31,

  

September 30,

 
  

2021

  

2021

 

United States

 $26,552  $26,880 

Americas (excluding the United States)

  8,313   8,395 

Europe, Middle East and Africa

  2,994   3,118 

Total long lived assets

 $37,859  $38,393 
 

 

  

Three months ended March 31,

  

Six months ended March 31,

 
  

2021

  

2020

  

2021

  

2020

 

Americas

 $8,598  $7,046  $14,406  $13,850 

Asia Pacific

  2,213   656   3,223   2,204 

Europe, Middle East and Africa

  490   574   1,700   1,004 

Total Revenues

 $11,301  $8,276  $19,329  $17,058 
24

24

 

 

Item 2.          Managements Discussion and Analysis of Financial Condition and Results of Operations

 

The discussion and analysis set forth below should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the related notes included under Item 1 of this Quarterly Report on Form 10-Q, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended September 30, 2020.2021.

 

Forward Looking Statements

 

This report contains certain statements of a forward-looking nature relating to future events or future performance. Words such as expects, anticipates, intends, plans, believes, seeks, estimates and similar expressions or variations of such words are intended to identify forward-looking statements but are not the only means of identifying forward-looking statements. Prospective investors are cautioned that such statements are only predictions -and actual events or results may differ materially. In evaluating such statements, prospective investors should specifically consider various factors identified in this report and any matters set forth under Part I, Item 1A (Risk Factors) of our Annual Report on Form 10-K, which could cause actual results to differ materially from those indicated by such forward-looking statements.

 

For purposes of this Quarterly Report, the terms we,us,ourGenasys and the Company refer to Genasys Inc. and its consolidated subsidiaries.

Overview

Genasys Inc. is a global provider of critical communications hardware and software solutions designed to alert and inform to help keep people safe. Our unified platform encompassesreceives information from a multi-channel approachwide variety of sensors and Internet-of-Things (IoT) inputs to delivercollect real-time information on developing and active emergency situations. Genasys uses this information to create and disseminate alerts, warnings, notifications, and instructions and informationthrough multiple channels before, during, and after public safety and enterprise threats, critical events, and other crisis situations.

 

Our multi-channel approach includes:

 

Genasys Emergency Management (GEM) is Genasys’ software-based product platform. The GEM product line consists of GEM Software, IMNS, and Zonehaven.

GEM Software is an interactive, cloud-based SaaS solution that sends at-risk individuals or groups critical information when an emergency occurs. GEM Software acts as both a communications input and output, receiving information from state-of-the-art sensors and emergency services, and quickly relaying notifications, alerts, and instructions to at-risk populations and first responders. GEM Software operators can create and send critical, verified, and secure notifications and messages using emails, voice calls, text messages, panic buttons, desktop alerts, television, social media, and more.

Integrated Mass Notification System (IMNS) is Genasys’ comprehensive emergency response solution, uniting GEM Software and Genasys speaker system hardware in a multichannel solution. IMNS gives operators the ability to communicate critical notifications across platforms using a command and control interface that can be accessed from an emergency operations center, authorized computer, or smart phone. Notifications can be sent using text messages, emails, IPAWS, desktop alerts, television, voice calls, social media, and Genasys speaker systems. By providing several digital, software-based notifications and audible voice alerts through speakers, IMNS creates layered redundancy to enable the maximum number of people receive critical communications.

Zonehaven is a multipronged SaaS application that serves both first responders and the communities they protect. Zonehaven can function as a standalone application or as a GEM Software integration. When an incident occurs, it is immediately tracked by the Zonehaven platform, which maps the incident, simulates the speed and direction of the incident, and determines which zones (geographic areas) are at risk and need to be evacuated. As an incident develops, Zonehaven’s real-time updates provide emergency organizations and at-risk populations up-to-date information to stay safe.

National Emergency Warning System (NEWS) provides multichannel public safety notifications and instructions to designated areas, groups, or agencies when a crisis occurs. The NEWS platform is cloud-based, geo-redundant, and end-to-end encrypted. NEWS is a SaaS product that requires mobile telecom services for installation, integration and to deliver Location-based SMS and Cell Broadcast alerts and notifications that can be sent to anyone, anywhere, with no recipient opt-in, registration, or download required. NEWS can locate recipients and deliver messages in near real time, compared to other SMS alert providers that can take up to 15 minutes. Despite NEWS’ reach and scope, all data is anonymized, helping individuals stay safe and informed without sacrificing privacy.

25

LRAD® (Long Range Acoustic Device®),is the world’s leading Acoustic Hailing Device (“AHD”),(AHD) that projects sirenssiren tones and audible voice messages with exceptional vocal clarity in a 30° beam from close range to 5,500 meters.

GEM (Genasys Emergency Management) is our unified software platform for cloud, on-premise or hybrid operations that supports 2-way communications LRADs are used throughout the world in multiple applications and seamlessly integrates with physical systemscircumstances to initiate life-safety actions in defined geographic areas. GEM receivessafely hail and manages simultaneous inputs from panic buttons, government agency or weather alert feeds, sensor events from digital thermometers, access control, fire panels, camera systems,warn, inform and more. Using the information derived from the inputs, GEM delivers alertsdirect, prevent misunderstandings, determine intent, establish large safety zones, resolve uncertain situations, and notifications on multiple channels, including SMS, MMS, desktop, laptop, tablet and smartphone pop-ups, social media, VoIP, callouts, public address, overhead displays, digital signs, tickers, RSS feeds, and email on any platform.save lives.

Integrated Mass Notification Systems (IMNS) span multiple hardware and software notification channels to reach at risk individuals and populations. These systems include Genasys voice arrays, which project sirens and audible voice messages 60° - 360° with industry-leading vocal clarity from close range to more than 14 square kilometers, and GEM software designed to deliver SMS, text, email, and social media alerts to people at risk in defined geographic areas. Our IMNS solutions are compatible with the Federal Emergency Management Agency (“FEMA”) Integrated Public Alert & Warning System (“IPAWS”) and other major emergency warning protocols.

 

The Company’sOur critical communicationcommunications systems are being used in 72more than 100 countries throughout the world in a range of diverse applications, including public safety, emergency warning, mass notification, defense, law enforcement, critical event management and many more. We continue to develop new communication innovations and believe we have established significant competitive advantages in our principal markets.

LRAD systems represent a technological breakthrough in broadcasting audible, highly intelligible voice messages and tones over long distances and high ambient noise using minimal power. By broadcasting audible voice messages with exceptional vocal clarity and only where needed, we offer novel sound applications that conventional bullhorns, loudspeakers, public address, and emergency warning systems cannot achieve. Our LRAD systems are designed to enable users to safely hail and warn, inform and direct, prevent misunderstandings, determine intent, establish large safety zones, resolve uncertain situations, and save lives. The LRAD product line is comprised of a full range of AHDs and communication solutions - from portable devices to permanently installed, remotely operated systems. We continue to expand into new markets and add new models and features to meet customer requirements.

Building on the success of our LRAD systems, we designed and developed our multidirectional Genasys mass notification product line. Unlike siren-only installations, our public safety mass notification hardware systems broadcast both emergency warning sirens and highly intelligible voice messages with uniform 60° - 360° coverage over local and wide areas. We believe our ability to shape the broadcast coverage area, our industry-leading speech intelligibility, and our multiple system activation and control options enable us to successfully compete in the large and growing mass notification market.

25

GEM is our cloud, on-premise or hybrid based software notification platform that enables emergency personnel, first responders, municipalities, companies, educational institutions, and government agencies to send public safety warnings and notifications to the mobile devices and desktop computers of individuals or populations in specific geographic areas with reliability, speed and ease. Alerts and notifications can be sent from a desktop or our mobile applications.

Genasys offers the only unified critical communications platform that provides multi-modal, geo-targeted mobile device alerts and speaker arrays that broadcast audible messages with industry-leading vocal clarity and area coverage. Our user-friendly software interface and mobile application manages and delivers notifications and information to people at risk, before, during, and after crisis situations.

 

Business developments in the fiscal quarter ended MarchDecember 31, 2021:

 

Opened international offices in Dubai and Singapore as part of planned regional expansion

Announced GEM Software services contracts in five U.S. States announced

 

Awarded software services contract from Spain's Ministry of the Interior

Announced Zonehaven evacuation software services contracts with 13 California counties announced

 

Announced Government of Canada COVID vaccination tracking software project

Received a follow-on GEM Software contract from a global automaker for operations in a Latin America country received

 

Received multi-year enterprise software services contract from global automobile manufacturer for its operations in North America

Announced GEM Enterprise is providing emergency and operations communications for The Green Bay Packers and Lambeau Field

 

Received $1.9 million in LRAD international defense and wildlife preservation orders received

Signed a $10 million revolving line of credit with MUFG Union Bank, N.A.

Received a follow-on $1.8 million LRAD order under a previously announced U.S. Navy IDIQ contract received

Partnered with Danimex Communication to expand hardware and software sales in Africa

 

Revenues infor the secondCompany’s first quarter of fiscal quarter ended March 31, 2021,2022, were $11.3$10.7 million, an increase from $8.3$8.0 million in the second fiscalfirst quarter of 2020. The increasefiscal 2021. Both LRAD ($7.5 million) and IMNS ($2.6 million) revenues increased $0.4 million and $2.3 million, respectively, offset by a $0.1 million decrease in revenues was driven by increases of AHD, IMNS and software revenues. AHD revenue was $9,797, an increase of $2,505 or 34%, IMNS revenue was $826, an increase of $255 or 45%, and software revenue of $676, an increase of $262 or 63%,($0.6 million) compared to the second fiscal quarter of 2020. Based on theprior year quarter. The timing of government budget cycles, government financial issues the impact of the COVID-19 pandemic and leadership changemilitary conflict in certain areas of the world, delays in awarding contracts often occur,delay contract awards, resulting in uneven quarterly revenues. Gross profit increased compared to the same quarter in the prior year primarily as a result of higher sales.sales offset by increased software engineering expenses. Operating expenses increased 30% from the prior year quarter, from $3.7 million to $4.8 million in the quarter ended MarchDecember 31, 2021. The second fiscal quarter of 2021, results reflect $283 of income tax expense,increased 47.9% to $6.5 million compared to $97$4.4 million in the same period in the prior year quarter.year. We reported a net incomeloss of $262$1.3 million for the first quarter of fiscal 2022, or $0.01a loss of $0.04 per share, compared to a net incomeloss of $302,$0.6 million, or $0.01a loss of $0.02 per share, for the same quarter in the prior year.

 

Overall Business Outlook

Our product line-up continuesproducts, systems and solutions continue to gain worldwide awareness and recognition through media exposure, product demonstrations, and word of mouth as a result of positive responses and increased acceptance of our products.acceptance. We believe we have a solid global brand, technology, and product foundation, with our LRAD systems and IMNS solutions, which we have expanded over the yearscontinue to expand to serve new markets and customers for greater business growth.  We believe that we have strong market opportunities for our product offerings throughout the world in the homeland securitydefense, public safety, emergency warning, mass notification, critical event management and defenselaw enforcement sectors as a result of increasing threats to government, commerce, law enforcement, borders,homeland security, and critical infrastructure. Our directionalproducts, systems and multidirectional product offeringssolutions also have many applications within the fire rescue, public safety, maritime, asset protection, and wildlife preservation business segments.

 

The proliferation of natural disasters, crisis situations, and civil unrest require technologically advanced, multi-channel solutions to deliver clear and timely critical communications to help keep the public safe during emergencies. Businesses are also incorporating communication systems that locate and help safeguard employees when critical events occur.

By providing the only unified platform that combines audible, highly intelligible voice broadcast systems and mass messaging software, Genasys seeks to deliver reliable, fast, and intuitive solutions for sending location-based audible voice communications and geolocation-targeted messages and texts to mobile devices to help keep the public and workers safe.

Genasys has developed a global market and an increased demand for LRAD systemsAHDs and advanced emergency warningoutdoor mass notification solutions.speakers. We have a reputation for producing quality products that feature industry-leadingindustry leading broadcast area coverage, vocal intelligibility, and geo-targeted mass messaging. While the mass notification market is more mature with many established manufacturers and suppliers, we believe that our advanced technology and unified multi-channel platform provides opportunities to succeed in the large and growing public safety, emergency warning, and mass notification markets.product reliability. We also plan to expand and strengthen domestic and international sales by opening additional sales offices in key regions and adding strategic mass notification partners, distributors, and dealers.

We planintend to continue building on our AHD leadership position by offering enhanced directional and multidirectional voice broadcast systems and accessories for an expanding range of applications. In executing our strategy, we use direct sales to governments, militaries, large end-users, system integrators, and system integrators.prime vendors. We have built a worldwide distribution channel consisting of partners and resellers that have significant expertise and experience selling integrated communication solutions into our various target markets. As our primary AHD sales opportunities are with domestic and international government,governments, military branches, and law enforcement agencies, we are subject to each customer’s unique budget cycle, which leads to long selling cycles and uneven revenue flow, complicating our product planning. 

 

26

 

The proliferation of natural and man-made disasters, emergency events and civil unrest require technologically advanced, multichannel solutions to deliver clear and timely critical communications to help keep people safe during crisis situations. Businesses are also incorporating critical communication and emergency management systems that locate and help safeguard employees when crises occur.

By providing the only SaaS platform that unifies sensors and IoT inputs with multichannel, multiagency alerting and notifications, Genasys seeks to deliver reliable, fast, and intuitive solutions for creating and disseminating geolocation-targeted warnings, information, and instructions before, during, and after public safety and business threats, critical events, and other life safety situations.

While the mass notification market is more mature with many established manufacturers and suppliers, we believe that our advanced technology and unified platform provides opportunities to succeed in the large and growing public safety, emergency warning, and critical communications markets.

In fiscal 2021,2022, we intend to continue to pursue domestic and international business opportunities with the support of business development consultants, key representatives, and resellers. We plan to grow our revenuesrevenue through increased direct sales to militariesgovernments and large commercial and defense-related companiesagencies that desire to integrate our communication technologies into their product offerings.homeland security and public safety systems. This includes building on fiscal 20202021 domestic defense sales by pursuing further U.S. military opportunities. We also plan to pursue mass notification,emergency warning, enterprise and critical event management, government, law enforcement, fire rescue, homeland and international security, private and commercial security, border security, maritime security, and wildlife preservation business opportunities. In addition

Our research and development strategy involves incorporating further innovations and capabilities into our GEM, IMNS, Zonehaven, NEWS and LRAD products, systems and solutions to meet the matters above, weneeds of our target markets.

Our GEM, IMNS, Zonehaven and NEWS software solutions represent more complex, integrated offerings. We are authorizedpursuing certain certifications, which are often required when bidding on government and mass notification opportunities. We intend to invest engineering resources to enhance our GEM, IMNS, Zonehaven and NEWS software solutions to compete for larger emergency warning and critical communications business opportunities. We are also configuring alternative solutions to achieve lower price points to meet the performanceneeds of servicescertain customers or applications. We also engage in ongoing value engineering to reduce the cost and provisionsimplify the manufacturing of goods pursuant to Delaware General Corporation Law.our products.

 

In March 2020, the World Health Organization ("WHO") classified the COVID-19 outbreak as a pandemic. While the impact of the COVID-19 pandemic did not have a material adverse effect on our financial position or results of operations for the threenine months ended March 31,June 30, 2021, we monitor the developments and assess areas where there is potential for our business to be impacted. A significant portion of our sales force is working remotely, which could, among other things, negatively impact our ability to engage in sales-related initiatives, or efficiently conduct day-to-day operations. Other businesses and governments with which we engage are likely operating under similar restrictions and experiencing disruptions, which may create obstacles in the coordination of business activities, including the negotiation and fulfillment of orders. Disruptions in the supply chain could negatively impact our ability to source materials or manufacture and distribute products. While we do not currently anticipate a material reduction in demand for our commercialized products, we could experience a decrease in new orders, which could negatively impact our revenues and reduce our liquidity and cash flows. Growth in revenue could also be impeded by these factors. The financial markets have been subject to significant volatility that could impact our ability to enter into, modify, and negotiate favorable terms and conditions relative to equity and debt financing activities. We have $18.5$10.1 million in cash and cash equivalents as of MarchDecember 31, 2021, which we believe provides sufficient capital to fund our operations for at least the next twelve months and withstand the potential near-term consequences of the pandemic, although liquidity constraints and access to capital markets could adversely impact our liquidity and warrant changes to our investment strategy. While we have not yet experienced a material impact, the full magnitude of the pandemic cannot be measured at this time, and therefore, any of the aforementioned circumstances, as well as other factors, may cause our results of operations to vary substantially from year to year and quarter to quarter.

 

Based on various standards published to date, we believe the work our associates perform is critical, essential and life sustaining. We are taking a variety of measures to promote the safety and security of our employees while ensuring the availability and functionality of our critical infrastructure. We are following Center for Disease Control guidelines to reduce the transmission of COVID-19, such as the imposition of travel restrictions, cancellation of events, the promotion of social distancing, the adoption of work-from-home arrangements, and limiting access to our facilities. Some or all of these policies and initiatives could impact our operations. In addition, the following events related to the COVID-19 pandemic could result in lost or delayed revenue to the Company: limitations on the ability of our suppliers to meet delivery requirements and commitments; limitations on the ability of our employees to perform their work due to illness caused by the pandemic, or local, state or federal orders requiring employees to remain at home; limitations on the ability of carriers to deliver our products to customers; unforeseen deviations from customers or foreign governments restricting the ability to do business; and, limitations on the ability of our customers to pay us on a timely basis, if at all.

 

27

A large number of components and sub-assemblies producedmanufactured by outside suppliers within our supply chain are produced within 50 miles of our facility. We do not source a small amount of component parts directly from suppliers in China. ItChina, however, it is also likely that some of our suppliers source parts in China. The COVID-19 pandemic has adversely impacted worldwide supply chains and the ability to obtain sufficient amounts of component parts, including semiconductor chips and integrated circuits, resins, coating and other equipment and components. Negative impacts on our supply changechain could have a material adverse effect on our business. We are in contact with our suppliers and evaluating what impact if any, may result from COVID-19.

 

Critical Accounting Policies

 

We have identified a number of accounting policies as critical to our business operations and the understanding of our results of operations. These are described in our consolidated financial statements located in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended September 30, 2020.2021. The impact and any associated risks related to these policies on our business operations is discussed below and throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported and expected financial results.

 

The methods, estimates and judgments we use in applying our accounting policies, in conformity with U.S. generally accepted accounting principles, have a significant impact on the results we report in our financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. The estimates affect the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.

 

2728

 

Comparison of Results of Operations for the Three Months Ended MarchDecember 31, 2021 and 2020 (in thousands)

 

 

Three Months Ended

          

Three Months Ended

        
 

March 31, 2021

  

March 31, 2020

          

December 31, 2021

 

December 31, 2020

        
     

% of

      

% of

              

% of

     

% of

        
     

Total

      

Total

  

Fav(Unfav)

      

Total

     

Total

 

Fav(Unfav)

 
 

Amount

  

Revenue

  

Amount

  

Revenue

  

Amount

  

%

  

Amount

  

Revenue

  

Amount

  

Revenue

  

Amount

  

%

 

Revenues:

                                     

Product sales

 $10,131   89.6% $7,553   91.3% $2,578   34.1% $9,570  89.6% $6,950  86.6% $2,620  37.7%

Contract and other

  1,170   10.4%  723   8.7%  447   61.8%  1,107  10.4%  1,078  13.4%  29  2.7%

Total revenues

  11,301   100.0%  8,276   100.0%  3,025   36.6% 10,677  100.0% 8,028  100.0% 2,649  33.0%
                                     

Cost of revenues

  5,964   52.8%  4,266   51.5%  (1,698)  (39.8%)  5,783  54.2%  4,324  53.9%  (1,459) (33.7%)

Gross Profit

  5,337   47.2%  4,010   48.5%  1,327   33.1% 4,894  45.8% 3,704  46.1% 1,190  32.1%
                                     

Operating expenses

                                     

Selling, general and administrative

  3,824   33.8%  2,732   33.0%  (1,092)  (40.0%) 5,134  48.1% 3,331  41.5% (1,803) (54.1%)

Research and development

  960   8.5%  949   11.5%  (11)  (1.2%)  1,369  12.8%  1,066  13.3%  (303) (28.4%)

Total operating expenses

  4,784   42.3%  3,681   44.5%  (1,103)  (30.0%)  6,503  60.9%  4,397  54.8%  (2,106) (47.9%)
                                     

Income from operations

  553   4.9%  329   4.0%  224   68.1%

Loss from operations

 (1,609) (15.1%%) (693) (8.6%) (916) 132.2%
                                     

Other income (expense)

  (8)  (0.1%)  70   0.8%  (78)  (111.4%)

Other income, net

  13  0.1%  69  0.9%  (56) (81.2%)
                                     

Income before income taxes

  545   4.8%  399   4.8%  146   36.6%

Income tax expense

  283   2.5%  97   1.2%  (186)  (191.8%)

Net income

 $262   2.3% $302   3.6% $(40)  (13.2%)

Loss before income taxes

 (1,596) (14.9%) (624) (7.8%) (972) 155.8%

Income tax benefit

  (291) (2.7%)  (5) (0.1%)  286  (5,720.0%)

Net loss

 $(1,305) (12.2%) $(619) (7.7%) $(686) 110.8%
                                     

Net revenue

                                     

Hardware

 $10,625   94.0% $7,862   95.0%  2,763   35.1% $10,127  94.8% $7,387  92.0% 2,740  37.1%

Software

  676   6.0%  414   5.0%  262   63.3%  550  5.2%  641  8.0%  (91) (14.2%)

Total net revenue

 $11,301   100.0% $8,276   100.0% $3,025   36.6% $10,677  100.0% $8,028  100.0% $2,649  33.0%

 

The tables above set forth for the periods indicated certain items of our condensed consolidated statements of operations expressed in dollars and as a percentage of net revenues. The financial information and the discussion below should be read in conjunction with the condensed consolidated financial statements and notes contained in this report.

 

Revenues

 

Revenues increased in the current quarter$2,649 or 33%, compared to the same quarter in the prior year. LRAD revenues ($7,512) increased $444 and IMNS ($2,614) increased $2,295, while software revenue ($550) decreased $91, compared to the prior year quarter. Higher revenue in the first quarter of fiscal 2022 was largely due to the larger backlog at the start of the fiscal year compared to the prior year amount. Software revenue was lower primarily due to lower professional services performed in the timing of deliveries in backlog as of December 31, 2020, as compared to December 31, 2019. Current yearcurrent quarter, AHD revenue was $9,797, up $2,505 or 34%, IMNS revenue was $826, up $255 or 45%, andoffset by higher recurring software revenue was $676, up $262 or 63%, compared to the same prior year period.revenue. The receipt of orders is often uneven due to the timing of budget cycles, government budgets or approvals. The increase in software revenue in this year’s period is primarily from professional services revenue on new software contracts.financial issues and military conflict. As of MarchDecember 31, 2021, we had aggregate deferred revenue of $834$1,388 for extended warranty obligations and software support agreements.

 

Gross Profit

The increase in gross profit in the quarter compared to the same period in the prior year was primarily due to the higher level of revenue.hardware revenue in this year’s quarter. Gross profit as a percentage of sales was essentially unchanged compared to the prior year period primarily due to greater gross profit recognized on higher hardware revenue was lowerin this year’s quarter offset by higher costs from increased software related personnel added via acquisition and new hires in the fiscal 2021 second quarter due to a 56% increase in engineering personnel, primarily software related. Higher software expenses were due primarily to the recent addition of the Amika Mobile business (through our Genasys Communication Canada subsidiary), and additional employeeslast year to support the Australia, EU and enterprise software initiatives.growing SasS product line.

 

OurAs our products have varying gross margins, so product mix may affect gross profits. In addition, our margins vary based on the sales channels through which our products are sold in a given period. We continue to implement product updates and changes, including raw material and component changes, that may impact product costs. With such product updates and changes weWe have limited warranty cost experience with product updates and changes and estimated future warranty costs can impact our gross margins. We do not believe that historical gross profit margins should be relied upon as an indicator of future gross profit margins.

 

2829

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses increased $1,092,$1,803, or 40%54.1%, over the prior year quarter primarilyquarter. The increase was largely due to $982 of higher compensation expense from a 67%42% increase in sales and marketing personnel over the prior year, $379 increased amortization expense related to support future revenue growth opportunities, including openingan acquisition, and $323 of higher travel, sales offices in Singapore and the United Arab Emirates. This was partially offset by lower travel and marketing expenses resulting fromactivities in the COVID-19 pandemic.current year period.

 

We incurred non-cash share-based compensation expenses allocated to selling, general and administrative expenses in the three-months ended MarchDecember 31, 2021 and 2020 of $309$531 and $283, respectively.

We may expend additional resources on the marketing and selling of our products in future periods as we identify ways to optimize potential opportunities, including the June 2022 European Mandate for Public Warning Systems and enterprise software services. Commission expenses will fluctuate based on the nature of our sales.

Research and Development Expenses

Research and development expenses decreased $11, essentially unchanged compared to the same quarter in the prior year.

Included in research and development expenses for the three months ended March 31, 2021 and 2020, was $10 and $6, respectively, of non-cash share-based compensation costs.

Research and development costs vary period to period due to the timing of development projects, amount of support provided on customer projects, and the timing and use of outside consulting, design and development firms. We continually improve our product offerings, and we expect to continue to expand our product line with new products, customizations and enhancements. Based on current plans, we may expend additional resources on research and development in the current year compared to the prior year.

Net Loss/Income

Net income in the second quarter of fiscal year 2021 was $262, a decrease of $40 compared to the second quarter of fiscal year 2020. The decrease was primarily due to increased selling, general and administrative expenses offsetting the increased revenue in the second quarter of fiscal year 2021.

29

Comparison of Results of Operations for the Six Months Ended March 31, 2021 and 2020 (in thousands)

  

Six Months Ended

         
  

March 31, 2021

  

March 31, 2020

         
      

% of

      

% of

         
      

Total

      

Total

  

Fav(Unfav)

 
  

Amount

  

Revenue

  

Amount

  

Revenue

  

Amount

  

%

 

Revenues:

                        

Product sales

 $17,081   88.4% $15,561   91.2% $1,520   9.8%

Contract and other

  2,248   11.6%  1,497   8.8%  751   50.2%

Total revenues

  19,329   100.0%  17,058   100.0%  2,271   13.3%
                         

Cost of revenues

  10,288   53.2%  8,446   49.5%  (1,842)  (21.8%)

Gross Profit

  9,041   46.8%  8,612   50.5%  429   5.0%
                         

Operating expenses

                        

Selling, general and administrative

  7,155   37.0%  5,554   32.6%  (1,601)  (28.8%)

Research and development

  2,026   10.5%  2,033   11.9%  7   0.3%

Total operating expenses

  9,181   47.5%  7,587   44.5%  (1,594)  (21.0%)
                         

Income (loss) from operations

  (140)  (0.7%)  1,025   6.0%  (1,165)  (113.7%)
                         

Other income

  61   0.3%  166   1.0%  (105)  (63.3%)
                         

(Loss) income before income taxes

  (79)  (0.4%)  1,191   7.0%  (1,270)  (106.6%)

Income tax expense (benefit)

  278   1.4%  269   1.6%  (9)  (3.3%)

Net (loss) income

 $(357)  (1.8%) $922   5.4% $(1,279)  (138.7%)
                         

Net revenue

                        

Hardware

 $18,012   93.2% $16,221   95.1%  1,791   11.0%

Software

  1,317   6.8%  837   4.9%  480   57.3%

Total net revenue

 $19,329   100.0% $17,058   100.0% $2,271   13.3%

The tables above set forth for the periods indicated certain items of our condensed consolidated statements of operations expressed in dollars and as a percentage of net revenues. The financial information and the discussion below should be read in conjunction with the condensed consolidated financial statements and notes contained in this report.

Revenues

Revenues increased 13% for the six-months ended March 31, 2021 compared to the same prior year period primarily due to the timing for delivery of the backlog at September 30, 2020 compared to the September 30, 2019 backlog. AHD revenue was $16,866 for the current year six-month period, up $1,826, or 12%, IMNS revenue was $1,144, down $37, or 3%, and software revenue was $1,317, up $480 or 57% compared to the same prior year period. The receipt of orders will often be uneven due to the timing of approvals or budgets. As of March 31, 2021, we had aggregate deferred revenue of $834 for extended warranty obligations and software support agreements.

Gross Profit

The increase in gross profit in the six months ended March 31, 2021 was primarily due to higher sales volume. Gross profit as a percentage of revenue was lower compared to the prior year period primarily due to an 82% increase in software engineering personnel over last year. Higher software expenses were due primarily to the recent addition of Amika Mobile (through our Genasys Communications Canada subsidiary), and additional employees to support the Australia, EU and enterprise software initiatives.

Our products have varying gross margins, so product mix may affect gross profits. In addition, our margins vary based on the sales channels through which our products are sold in a given period. We continue to implement product updates and changes, including raw material and component changes that may impact product costs. With such product updates and changes we have limited warranty cost experience and estimated future warranty costs can impact our gross margins. We do not believe that historical gross profit margins should be relied upon as an indicator of future gross profit margins.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $1,601 or 29%, in the six months ended March 31, 2021 compared to the prior year period. The increase in selling, general and administrative expenses was primarily due to a 67% increase in sales and marketing personnel over the prior year to support future revenue growth opportunities. This was partially offset by lower travel and marketing expenses resulting from the COVID-19 pandemic.

30

We incurred non-cash share-based compensation expenses allocated to selling, general and administrative expenses in the six months ended March 31, 2021 and 2020 of $479 and $427,$171, respectively.

 

We may expend additional resources on the marketing and selling of our products in future periods as we identify ways to optimize potential opportunities. Commission expenses will fluctuate based on the nature of our sales.

 

Research and Development Expenses

 

Research and development expenses decreased $7, essentially unchangedincreased $303 this year as more engineering time was incurred to expand the base software offering compared to the prior year period.when more time was devoted to professional service contracts.

 

Included in research and development expenses for both of the sixthree months ended MarchDecember 31, 2021 and 2020, were $16was $12 and $6, respectively, of non-cash share-based compensation costs.

 

Research and development costs vary period to period due to the timing of projects, amount of support provided on customer projects, and the timing and useextent of using outside consulting, design and development firms. We seek to continually improve our product offerings, and we expect to continue to expand our product line with new products, customizations and enhancements. Based on current plans, we may expend additional resources on research and development in the current year compared to the prior year.

 

Net Loss/IncomeLoss

 

Net loss of $357 forin the first six monthsquarter of fiscal 2021year 2022 was a decrease$1,305, an increase of $1,279$686, compared to the $922 of net incomeloss in the priorfirst quarter of fiscal year period. This decrease2021. The increase was primarily due to the higherincreased operating expenses partially offsetresulting from the acquisition of Zonehaven and additional engineering, sales and marketing employees.

Other Metrics

We monitor a number of financial and operating metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. Our other business metrics may be calculated in a manner different than similar other business metrics used by other companies (in thousands):

Adjusted EBITDA

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 higher revenue,exclusion of certain expenses in calculating adjusted EBITDA facilitates comparisons of our operating performance on a period-to-period basis. Adjusted EBITDA is not a measure calculated in accordance with generally accepted accounting principles in the current year period.United States of America (“U.S. GAAP”). We believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. Nevertheless, use of adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (1) although depreciation and amortization are non-cash charges, the intangible assets that are amortized and property and equipment that is depreciated, will need to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacement or for new capital expenditure requirements; (2) adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (3) adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation; (4) adjusted EBITDA does not reflect tax payments or receipts that may represent a reduction or increase in cash available to us; and (5) other companies, including companies in our industry, may calculate adjusted EBITDA or similarly titled measures differently, which reduces the usefulness of the metric as a comparative measure. Because of these and other limitations, you should consider adjusted EBITDA alongside our other U.S. GAAP-based financial performance measures, net income and our other U.S. GAAP financial results.

30

The following table presents a reconciliation of adjusted EBITDA to net income, the most directly comparable U.S. GAAP measure, for each of the periods indicated (in thousands):

  

Years ended September 30,

 
  

2021

  

2020

 

Net loss

 $(1,305) $(619)

Other income, net

  (13)  (69)

Income tax expense (benefit)

  (291)  (5)

Depreciation and amortization

  639   281 

Stock-based compensation

  558   182 

Adjusted EBITDA

 $(412) $(230)

 

Liquidity and Capital Resources

 

The Company’s financial condition and liquidity remain strong. Cash and cash equivalents at Marchas of December 31, 2021 was $18,455,$10,136, down $4,864$3,031 compared to $23,319with $13,167 at September 30, 2020.2021. We had short-term marketable securities of $5,474 at March$3,938 as of December 31, 2021, compared to $4,265with $5,686 at September 30, 2020.2021. We had long-term marketable securities of $2,450$3,381 at MarchDecember 31, 2021, compared to $3,805with $1,875 at September 30, 2020.2021. In addition we have a $10 million line of credit with MUFG Bank, N.A. At March 31, 2021, the Company had no outstanding balance against the line of credit. The credit agreement requires the Company to comply with various financial and operating covenants and at March 31, 2021, the Company was in compliance with these covenants. Other than cash and cash equivalents, short and long-term marketable securities, other working capital and expected future cash flows from operating activities in subsequent periods, and thewe have a $10 million revolving line of credit available as a source of liquidity.

Although there is uncertainty related to the anticipated impact of the recent COVID-19 outbreak on the Company’s future results, we have no unused sourcesbelieve our efficient business model and strong balance sheet keep us positioned to manage our business through this crisis as it continues to unfold. We continue to manage all aspects of liquidity at this time.our business including, but not limited to, monitoring the financial health of our customers, suppliers and other third-party relationships and developing new opportunities for growth.

 

Principal factors that could affect our liquidity include:

 

ability to meet sales projections;

government spending levels;

introduction of competing technologies;

product mix and effect on margins;

ability to reduce current inventory levels;

product acceptance in new markets;

value of shares repurchased;

value of dividends declared;

impact of COVID-19 on global market conditions; and

impact of COVID-19 on customers’ ability to pay.

ability to meet sales projections;

government spending levels;

introduction of competing technologies;

product mix and effect on margins;

ability to reduce current inventory levels;

product acceptance in new markets;

value of shares repurchased;

value of dividends declared;

impact of COVID-19 on global market conditions; and

impact of COVID-19 on customers’ ability to pay.

 

Principal factors that could affect our ability to obtain cash from external sources include:

 

volatility in the capital markets; and

market price and trading volume of our common stock.

volatility in the capital markets; and

market price and trading volume of our common stock.

 

Based on our current cash position, and assuming currently planned expenditures and level of operations, we believe we have sufficient capital to fund operations for the twelve-month period subsequent to the issuance of the interim financial information. However, we operate in a rapidly evolving and unpredictable business environment that may change the timing or amount of expected future cash receipts and expenditures. Accordingly, there can be no assurance that we may not be required to raise additional funds through the sale of equity or debt securities or from credit facilities. Additional capital, if needed, may not be available on satisfactory terms, or at all.

 

31

 

Cash Flows

 

Our cash flows from operating, investing and financing activities, as reflected in the condensed consolidated statements of cash flows, are summarized in the table below:

 

 

Six months ended

  

Three months ended

 
 

March 31, 2021

  

March 31, 2020

  

December 31, 2021

  

December 31, 2020

 

Cash provided by (used in):

         

Operating activities

 $363  $(2,127) $(2,702) $1,272 

Investing activities

  (4,375)  (144) $72  $(4,264)

Financing activities

  (27)  (198) $(395) $54 

 

Operating Activities

 

Net loss of $357$1,305 for the sixthree months ended MarchDecember 31, 2021 was decreased by $1,131 of non-cash items that included an increase to deferred income taxes, share-based compensation, depreciation and amortization, warranty provision and inventory obsolescence. Cash used by operating activities in the quarter reflected an increase in inventory of $2,752 and a decrease in accrued liabilities and other of $1,743 for payment of incentive compensation earned in fiscal year 2021. This was offset by $1,864an $889 decrease in accounts receivable on lower revenue this quarter compared to the fourth quarter of fiscal year 2021, a $979 decrease in prepaid expenses and a $99 increase in accounts payable.

Net loss of $619 for the three months ended December 31, 2020 was increased by $667 of net non-cash items that included depreciation and amortization, share-based compensation, operating ROU asset amortization, warranty provision, inventory obsolescence, and both realized and unrealized loss on a foreign currency forward contractcontract. Cash used by operating activities in the quarter reflected an increase in inventory of $1,114 due to a fiscal first quarter customer order that was not shipped until the fiscal second quarter, and a reduction to deferred income taxes. Cash used in operating activities for the current year reflected anet decrease of $314 in accrued and other liabilities of $1,363, primarily for a $514 decrease in customer deposits resulting from shipments for the year to date and $491 of net lower accrued payroll and related liabilities, an increase of $698 in inventory to support the current backlog, a $253 increase in prepaid expenses and an increase in accounts receivable of $14. Cash provided by operating activities included an increase in accounts payable of $1,184, primarily for inventory related purchases.

Net income of $922 for the six months ended March 31, 2020 was increased by $1,547 of non-cash items that included a reduction to deferred income taxes, share-based compensation, depreciation and amortization, warranty provision, and inventory obsolescence. Cash used in operating activities in the six months ended March 31, 2020 reflected a decrease in accrued and other liabilities of $3,036, primarily for a $1,797 decrease in customer deposits resulting from shipments for the year to date, and $825 lower accrued payroll and related liabilities largely for the payment of incentive compensation earned in fiscal 2019, an increaseyear 2020, offset by increased customer deposits. Cash provided by operating activities included a decrease in accounts receivable of $2,205$2,300 due to higher sales with net credit terms in thelower fiscal first quarter revenue compared to shipments in the fourth quarter of fiscal 2019,year 2020, lower prepaid expenses and an increaseother of $1,214 in inventory to support the current backlog. Cash used in operating activities included$120, and an increase in accounts payable of $1,072, primarily for inventory related purchases, and a decrease in prepaid expenses and other of $787.$232.

 

We had accounts receivable of $5,445$6,787 as of MarchDecember 31, 2021, compared to $5,442 atwith $7,682 as of September 30, 2020.2021. Terms with individual customers vary greatly. We regularly provide thirty-day terms to our customers if credit is approved. Our receivables can vary dramatically due to overall sales volume, quarterly variations in sales, timing of shipments to and receipts from large customers, payment terms, and the timing of contract payments.

 

As of MarchDecember 31, 2021 and September 30, 2020,2021, our working capital was $26,481$15,433 and $29,796,$18,019, respectively. The decrease in working capital was primarily due to the net loss this quarter, change in the short-term/long-term mix of marketable securities and the use of cash to complete the Amika Mobile asset purchase in the first quarterrepurchase shares of fiscal year 2021.Company stock.

 

Investing Activities

 

Our net cash used inprovided by investing activities was $4,375$72 for the sixthree months ended MarchDecember 31, 2021, compared towith cash used in investing activities of $144$4,264 for the sixthree months ended MarchDecember 31, 2020. In the first six monthsquarter of fiscal 2021, $4,367 was used for the Amika Mobile asset purchase. In the first six monthsquarter of fiscal 2021,2022, we decreased our holdings of short and long-term marketable securities by $140,$231, compared to an increasewith a decrease of $42$132 in the sixthree months ended MarchDecember 31, 2020. Cash used in investing activities for the purchase of property and equipment was $148$159 and $102$29 for the sixthree months ended MarchDecember 31, 2021 and 2020, respectively. We anticipate some additional expenditures for tooling and equipment during the balance of fiscal year 2021.2022.

 

Financing Activities

 

In the sixthree months ended MarchDecember 31, 2021, we used $27 for financing activities, compared to a use of $198 for financing activities for the six months ended March 31, 2020. In the first six months of fiscal 2021 we received $170 from the exercise of stock options, which was offset by $141 of cash used to settle statutory tax withholding requirements on behalf of our employees upon vesting of restricted stock awards. During the first six months of fiscal 2020, proceeds from the exercise of stock options were $258 and we used $398 to repurchase company common stock.provided $46 of cash, compared with proceeds from stock options of $54 for the three months ended December 31, 2020.

 

In December 2018, the Board of Directors approved a new share buyback program beginning January 1, 2019, under which the Company was authorized to repurchase up to $5 million of its outstanding common shares. In December 2020, the board voted to extend this program’s expiration date to December 31, 2022. During the quarter ended MarchDecember 31, 2021, no116,868 shares were repurchased. Duringpurchased for $441. No shares were repurchased during the quarter ended MarchDecember 31, 2020, 156,5052020. All repurchased shares were repurchased for $398,255. Ashave been retired and as of MarchDecember 31, 2021, all repurchased shares were retired. As of March 31, 2021, $4.1$3.7 million was available for share repurchase under this program. In December 2020, the Board of Directors extended this program’s expiration date to December 31, 2022.

 

32

 

Recent Accounting Pronouncements

 

New pronouncements issued for future implementation are discussed in Note 3, Recent Accounting Pronouncements, to our condensed consolidated financial statements.

 

Item 3.         Quantitative and Qualitative Disclosures about Market Risk.

 

Foreign Currency Risk

We consider our direct exposure to foreign exchange rate fluctuations to be minimal. The transactions of our Spanish subsidiary are denominated primarily in Euros and the transactions of our Canadian subsidiary are denominated primarily in Canadian dollars, which is a natural hedge against foreign currency fluctuations. Currency translation gains and losses are primarily related to our Spanish and Canadian subsidiaries, whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates, which impacts other comprehensive income.

All other sales to customers and all arrangements with third-party manufacturers, with one exception, provide for pricing and payment in U.S. dollars, and, therefore, are not subject to exchange rate fluctuations. Increases in the value of the U.S. dollar relative to other currencies could make our products more expensive, which could negatively impact our ability to compete. Conversely, decreases in the value of the U.S. dollar relative to other currencies could result in our suppliers raising their prices to continue doing business with us. Fluctuations in currency exchange rates could affect our business in the future.

 

Item 4.         Controls and Procedures.

 

We are required to maintain disclosure controls and procedures designed to ensure that material information related to us, including our consolidated subsidiaries, is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we conducted an evaluation of our disclosure controls and procedures as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of MarchDecember 31, 2021.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting during our fiscal quarter ended MarchDecember 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Our process for evaluating controls and procedures is continuous and encompasses constant improvement of the design and effectiveness of established controls and procedures and the remediation of any deficiencies, which may be identified during this process.

 

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

PART II. OTHER INFORMATION

 

Item 1.         Legal Proceedings.

 

We may at times be involved in litigation in the ordinary course of business. We will also, from time to time, when appropriate in management’s estimation, record adequate reserves in our consolidated financial statements for pending litigation. Currently, there are no pending material legal proceedings to which the Company is a party or to which any of its property is subject.

 

Item 1A.         Risk Factors.

 

There have been no material changesAs a Smaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and in item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the risk factors described under Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2020, filed with the SEC on December 10, 2020 except for those noted below:information requested by this item.

 

33

Supply chain disruptions. The COVID-19 pandemic has adversely impacted worldwide supply chains and the ability to obtain sufficient amounts of component parts, including semiconductor chips and integrated circuits, resins, coating and other equipment and components. Negative impacts on our supply change could have a material adverse effect on our business.

Reference rate reform. Borrowings under our credit facility with MUFG Union Bank, N.A. will bear an interest rate based on certain tenors of the London interbank offered rate (“LIBOR”) plus a credit spread. In July 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that, after 2021, it will stop compelling banks to submit rates for the calculation of LIBOR. The discontinuation, reform, or replacement of LIBOR could result in interest rate increases, which could adversely affect our cash flows and operating results.

 

Item 2.         Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.In December 2018, the Board of Directors approved a share buyback program beginning January 1, 2019 and expiring on December 31, 2020, under which the Company was authorized to repurchase up to $5 million of its outstanding common shares. In December 2020, the Board of Directors extended the buyback program until December 31, 2022.

The following table discloses the stock repurchases during the quarter ended December 31, 2021.

 

Period

 

Total Number of

Shares

Purchased

  

Average Price

Paid per Share

  

Maximum dollar value of

shares that may be purchased

under the program

 

October 1, 2021 - October 31, 2021

  -  $-  $4,051,745 

November 1, 2021 - November 30, 2021

  -  $-  $4,051,745 

December 1, 2021 - December 31, 2021

  116,868  $3.77  $3,610,833 
   116,868         

 

Item 3.         Defaults Upon Senior Securities.

 

None.

 

Item 4.         Mine Safety Disclosures.

 

Not Applicable.

 

Item 5.         Other Information.

 

None.On February 4, 2022, the Company's Board of Directors adopted the Genasys Inc. Change in Control Severance Benefit Plan (the "Change in Control Plan"), which provides certain severance and other benefits to participating officers whose employment is terminated in connection with or following a change of control of the Company. The Change in Control Plan supersedes and replaces any prior plans, policies and practices applicable to the participating executives relating to severance or vesting acceleration upon a change of control of the Company. Dennis D. Klahn, Chief Financial Officer, and Norman Carmichael, Vice President of Operations, are currently the only participating officers in the Change of Control Plan.

The Change of Control Plan provides that in the event of a qualifying termination, each of the participating executives will be entitled to receive (i) a lump sum payment equal to twenty-four months' of the participating officer's base salary (less applicable tax and other withholdings), (ii) a lump sum payment equal to the participating officer's target bonus for the year in which the officer is terminated, (iii) continuation of health benefits for twenty-four months and (iv) accelerated vesting of any unvested stock options and other securities or similar incentives held by the participating officer at the time of termination. A qualifying termination under the Change of Control Plan is any involuntary termination without cause or any voluntary termination for good reason, in each case occurring within three months before or twelve months after a change of control of the Company.

 

Item 6.         Exhibits.  

 

3.1

10.1

Certificate of Amendment to Amended Certificate of Incorporation. Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on March 19, 2021. Change in Control Severance Benefit Plan, adopted February 4, 2022+*

10.1

First Amendment to the Genasys Inc. Amended and Restated 2015 Equity Incentive Plan. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on March 19, 2021.  

10.2

Loan Agreement, by and between Genasys Inc. and MUFG Union Bank, N.A. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on March 17, 2021.  

10.3

Commercial Promissory Note, of Genasys Inc. in favor of MUFG Union Bank, N.A. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on March 17, 2021. 

10.4

Security Agreement, by and between the Company and MUFG Union Bank, N.A. Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on March 17, 2021.  

31.1

Certification of Richard S. Danforth, Principal Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2

Certification of Dennis D. Klahn, Principal Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Richard S. Danforth, Principal Executive Officer and Dennis D. Klahn, Principal Financial Officer.*

101.INS

Inline XBRL Instance Document*Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH

Inline XBRL Taxonomy Extension Schema Document*

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document*

104Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

 


*         Filed concurrently herewithherewith.

+         Management contract or compensatory plan or arrangement. 

 


 

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.

   
 

GENASYS INC.

   

Date: May 13, 2021February 7, 2022

By: 

/s/    Dennis D. Klahn

  

Dennis D. Klahn, Chief Financial Officer

  

(Principal Financial Officer)

 

35