10-K 1 lrad20160818_10k.htm FORM 10-K lrad20160818_10k.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-K


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended September 30, 2016

 

Commission File Number 0-24248


LRAD CORPORATION

(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 No.)

   

16990 Goldentop Road,

San Diego, California

92127

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (858) 676-1112


SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

 

   

Title of each class

Name of exchange on which registered

Common stock, $.00001 par value per share

NASDAQ Capital Market

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☐    No  ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ☐    No  ☒

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes  ☒    No  ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐

 

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

Large accelerated filer  ☐

Accelerated filer  ☐

Non-accelerated filer  ☐

Smaller reporting company   ☒

    (Do not check if a smaller reporting company)  

 

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

 

The aggregate market value of the voting common stock held by nonaffiliates of the registrant as of March 31, 2016 (the last business day of the registrant’s most recently completed second fiscal quarter) was $45,092,119 based upon the closing price of the shares on the NASDAQ Capital Market on that date. This calculation does not reflect a determination that such persons are affiliates for any other purpose.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

 

31,800,103 shares of common stock, par value $0.00001 per share, as of November 30, 2016.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the registrant’s definitive proxy statement filed with the Commission pursuant to Regulation 14A in connection with the registrant’s 2016 Annual Meeting of Stockholders, to be filed subsequent to the date of this report, are incorporated by reference into Part III of this report. The definitive proxy statement will be filed with the Commission not later than 120 days after the conclusion of the registrant’s fiscal year ended September 30, 2017.

 



 

 

 
 

 

 

 

TABLE OF CONTENTS

 

 

 

Page 

     

PART I

ITEM 1.

Business

1

ITEM 1A.

Risk Factors

7

ITEM 1B.

Unresolved Staff Comments

14

ITEM 2.

Properties

14

ITEM 3.

Legal Proceedings

15

ITEM 4.

Mine Safety Disclosures

15

 

PART II

ITEM 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

16

ITEM 6.

Selected Financial Data

17

ITEM 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

17

ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk

25

ITEM 8.

Financial Statements and Supplementary Data

25

ITEM 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

25

ITEM 9A.

Controls and Procedures

25

ITEM 9B.

Other Information

26

 

PART III

ITEM 10.

Directors, Executive Officers and Corporate Governance

27

ITEM 11.

Executive Compensation

27

ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

27

ITEM 13.

Certain Relationships and Related Transactions, and Director Independence

27

ITEM 14.

Principal Accounting Fees and Services

27

 

PART IV

ITEM 15.

Exhibits, Financial Statement Schedules

28

 

Consolidated Financial Statements

F-1

 

Signatures

S-1

 

 
 

 

 

PART I

 

Forward Looking Statements

 

This Annual Report on Form 10-K contains forward-looking statements relating to future events or the future performance of our company. 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. Such statements are predictions and actual events or results may differ materially. In evaluating such statements, you should specifically consider various factors identified in this report, including the matters set forth below in “Item 1A. Risk Factors” of this 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 Annual Report, the terms “we,” “us,” “our” and the “Company” refer to LRAD Corporation and its consolidated subsidiary.

 

Item 1.

Business.

 

Overview

 

LRAD Corporation develops and delivers innovative directed acoustic products that beam, focus and control sound over relatively short and long distances. By placing sound only where needed, we not only enhance many typical speaker applications, but we offer novel sound applications that conventional speakers cannot achieve. We have developed a broad product line of directional LRAD® products using our proprietary technologies. Over the years, we redesigned and enhanced our directional LRAD products, improving quality and functionality. In 2012, using the technology that we developed for our directional speakers, we designed and developed a new line of omnidirectional LRAD ONE VOICE® speakers. Unlike our directional products, which have a narrow 15 to 30 degree beam of sound, the omnidirectional line offers products that project sound from 60 to 360 degrees to meet the needs of the global mass notification marketplace. We now offer a variety of directional and omnidirectional sound products which meet a broad range of requirements from communicating with and deterring threats over distances up to 600 meters with our hand-held LRAD 100X to distances up to 5,500 meters with our LRAD 2000X. Our Long Range Acoustic Device® or LRAD pioneered a new worldwide market for directional long-range acoustic hailing devices (“AHDs”) which we have sold into over 70 countries. We have been at the forefront developing new acoustic innovations and we believe we have established a significant competitive advantage in our principal markets.

 

Technology and Products

 

Our LRAD products represent a technological breakthrough that creates a directed acoustic beam using minimal power to communicate at operational ranges with authority and superior intelligibility even in high ambient noise environments. Our LRAD was initially developed for the U.S. Navy to fulfill a capability gap identified after the USS Cole attack in 2000 and has been deployed by the U.S. Army, Navy, Marine Corps and Coast Guard, as well as international military services and commercial maritime, commercial security, and public safety organizations around the globe since early 2003. Over the years, we redesigned and enhanced our LRAD products, including improved voice intelligibility, output and durability. Our LRAD hailing, notification and warning systems feature a 15 to 30 degree acoustic beam and a broadcast range up to 5,500 meters. Our LRAD systems also feature a rugged construction that allows our products to meet the stringent environmental requirements of military applications. Our LRAD systems broadcast highly-intelligible voice communications, prerecorded messages in multiple languages and warning tones to establish large safety zones allowing operators more time and distance to determine the intent, influence the behavior and gain compliance from approaching vessels, vehicles or personnel.

 

Our LRAD product line provides a complete range of systems from single user portable to permanently installed, remotely operated units. In recent years, we have added new models to meet specific customer requirements and to enable us to expand our technology into new markets. We have also added new features such as wireless capability, recordable microphones, integrated and remote electronics packages, and various amplifier configurations.

 

In 2012, utilizing our advanced speaker technology developed for our directed products, we designed and developed an omnidirectional speaker, the LRAD 360X. Unlike most of the mass notification systems currently on the market, which are primarily sirens, our mass notification products provide the same highly intelligible voice clarity as the rest of the LRAD product line. The LRAD 360X is designed to transmit highly intelligible voice communications and warnings over a 360-degree area, unlike the more directional LRAD products. Since the initial product launch, we have expanded our omnidirectional product line to include various size offerings, a 60-degree unit, a mobile unit mounted on a trailer, and various configurations of amplifiers, power sources, software and other products to meet the needs of the mass notification market. We expect this expanded product line will make us more competitive in the large and growing mass notification market.

 

 
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In 2014, we introduced the LRAD 450XL, which uses new, patent pending XL speaker technology and is designed to be the most powerful acoustic hailing device in the market today for its size and weight. In 2015, we introduced the LRAD 500RX, which is engineered and designed on our proprietary pan and tilt system and is a lighter, more compact version of our successful LRAD 1000RX. In 2016, we launched the LRAD RXL which combines the new patent pending speaker technology of our LRAD 450XL with the remotely operated pan and tilt system of our LRAD 500RX. We continue to enhance our product design and manufacturing capabilities to improve the durability and performance of our units. Our LRAD products have been competitively selected over other commercially available systems by U.S. and several foreign militaries. Our LRAD product line currently includes the following:

 

 LRAD Directional Products:

 

 

LRAD 100X—a self-contained, battery powered, portable AHD designed for use in a variety of mass notification, law enforcement and commercial security applications—is ideally suited for shorter-range perimeter security and communications.

 

 

LRAD 300X—a lightweight mid-range AHD developed for small vessels and manned and unmanned vehicles and aircraft—is available with both fully integrated and remotely operated electronics.

 

 

LRAD 450XL—launched in early fiscal year 2015—is the loudest long range AHD for its size and weight. The LRAD 450XL uses an enhanced patent pending technology to provide powerful output in a smaller form factor with the same high level of clarity and intelligibility consistent with our LRAD products. The LRAD 450XL was designed to provide an effective communication solution for small vessels, military and law enforcement vehicles, remote weapon stations and helicopters.

 

 

LRAD 500X—selected by the U.S. Navy and U.S. Army as their AHD for small vessels and vehicles—is lightweight and can be easily transported to provide security personnel long-range communications and a highly effective hailing and warning capability where needed, with a helicopter-mounted version added in 2016.

 

 

LRAD 500RX—engineered and designed on a proprietary pan and tilt system to provide remotely controlled security—is a lighter, more compact version of the LRAD 1000RX.

 

 

LRAD RXL—launched in 2016 and selected for the U.S. Navy’s multi-year contract for Situational Awareness Systems on Military Sealift Command ships and other U.S. Navy vessels—combines the remotely operated pan and tilt system of the LRAD 500RX, with the enhanced, more powerful XL driver technology included in our LRAD 450XL system.

 

 

LRAD 1000X—selected by the U.S. Navy as its AHD for Block 0 of the Shipboard Protection System—can be manually operated to provide long distance hailing and warning with highly intelligible voice communication. This unit is available in both fully integrated and remotely operated electronics.

 

 

LRAD 1000RX—selected by the U.S. Navy after a competitive bid as its AHD for Block 2 of the Shipboard Protection System—is our solution for remotely controlled security. The LRAD 1000RX enables system operators to detect and communicate with a security threat over long distances. It features an LRAD 1000X emitter head, integrated camera, high-intensity searchlight and our proprietary, robust, and Internet protocol-addressable full pan and tilt drive system for precise aiming and tracking. The LRAD 1000RX can also be integrated with radar to provide automated threat alerts. Because of its automated capabilities, the LRAD 1000RX is intended to reduce manpower requirements and false alarms while providing a highly effective, cost-efficient, remote response security solution.

 

 

LRAD 2000X—launched in 2012 to meet the requirements of larger security applications—is our largest and loudest AHD and broadcasts highly intelligible voice communication that can be clearly heard and understood over distances up to 5,500 meters. The LRAD 2000X unit is designed for use in perimeter and border security applications.

 

We continue to build our directional product line using our proprietary technology through the development of louder, more powerful systems, in smaller form factors, as well as customer and market-specific enhancements.

 

LRAD Omnidirectional Products:

 

 

LRAD 360X—launched in 2012—provides 360-degree coverage with features designed specifically for mass notification and emergency warning capabilities. The LRAD 360X is targeted for broad market applications including tsunami, hurricane, tornado and severe weather warnings, state and local government, campus and industrial facility public address and emergency notification, and military base mass notification and public address.

 

 

LRAD 360Xm—a smaller form factor of the LRAD 360X—provides the same highly intelligible voice clarity of the LRAD 360X over areas not requiring large-scale coverage. Designed for fixed or mobile installations in smaller areas such as courtyards, parking lots, parks and recreational facilities, the LRAD 360Xm is targeted for rapid deployment during military exercises, at industrial facilities and construction sites, and for activities such as festivals, parades and sporting events. In 2014, we developed a portable version of the LRAD 360Xm in a carrying case with a telescoping tripod that can be set-up in minutes to provide immediate communication where needed.

 

 
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LRAD 360XT—a mobile mass notification solution built on a ruggedized trailer equipped with a telescoping and folding mast able to deploy an LRAD 360X to a maximum height of 30 feet, which provides emergency warnings and instructions where needed with area coverage up to an 850-meter radius.

 

 

LRAD DS-60—a 60-degree speaker that can be mounted on various platforms for areas requiring directional mass notification coverage.

 

 

LRAD SOUND SHIELDTM—a vehicle mounted speaker system that secures to any armored, VIP or other government or corporate vehicle to create a 360 degree deterrent zone to safely and effectively warn and ward off threats.

 

 

SoundSaber®—a 90-degree mass notification system with highly intelligible voice communication that is well suited for military base communications, air craft carrier hanger decks, and public address applications.

 

We continue to develop additional products to expand our omnidirectional product offering to meet the needs of the growing global mass notification market.

 

Strategy

 

We believe we have been instrumental in developing a market and increasing demand for AHDs in a number of business segments and markets. We believe we have a strong brand in this market and a reputation for producing quality products. We are building on our leadership position in the field of directed or focused sound for both short-range and long-range communication with high quality, clarity and intelligibility. Our overall strategy is to offer an increasing variety of directional and omnidirectional sound and other products for an increasing range of applications. In executing our strategy, we use direct sales to governments, military, large end-users, system integrators and defense-related companies, and we have built a worldwide distribution channel consisting of partners and resellers that have significant expertise and experience selling integrated communications solutions into our various target markets. Since our primary sales opportunities are with militaries and governments, we are subject to each customer’s unique budget cycle, which leads to extremely long selling cycles and uneven revenue flow, complicating our product planning.

 

In 2017, we plan to continue pursuing global market opportunities with the support of new business development consultants added in late 2015 and 2016, and additional planned market specific consultants for fiscal year 2017. Our plan is to grow revenue through increased direct sales to domestic and international militaries, and large commercial and defense-related companies, who desire to use our directed sound technology in their integrated product offerings. This includes a continued strong effort to pursue U.S. military opportunities where we have seen improvement in the past year. Our focus will be primarily on government, military, law enforcement, homeland and international security, private and commercial security, border security, maritime security, and wildlife preservation and control markets. Asia has been a strong market for our products in recent years, but declined in fiscal 2016 due to the timing of programs. We plan to continue to pursue these programs and others in the region to increase revenues. We also plan to focus efforts in Europe and the Middle East where we believe there is a significant opportunity for growth. While we have been developing these markets for several years, we have only begun to realize the significant potential in these worldwide market opportunities.

 

We plan to continue expanding our presence and increase our market share in the global mass notification market. We entered the large mass notification market with the introduction of the LRAD 360X omnidirectional product. We have designed and developed a complimentary omnidirectional product line to increase our presence in this global market. We intend to continue expanding our product and system offerings and obtain qualifying certificates to allow access to more markets around the world. While this is a more mature marketplace with established manufacturers and suppliers, we believe that our superior technology and product and system offerings give us an opportunity to penetrate and succeed in this large, expanding market. We also plan to continue our focus on expanding and strengthening domestic and international sales channels by adding key channel partners, distributors and dealers that focus on the mass notification market.

 

Our research and development strategy is to continue developing innovative directed acoustic solutions to meet the needs of our target markets, as well as to continue to expand our omnidirectional offerings to include a more comprehensive, integrated solution. Our enhanced, patent pending speaker technology introduced in 2014 was designed to provide almost twice the output of our current speakers in a significantly smaller and lighter weight form factor, with the same, highly-intelligible clarity of our original speakers. This technology was initially launched in our LRAD 450XL system and then utilized in our LRAD RXL system in fiscal year 2016. We plan to continue to incorporate this technology into additional products in the future. We continue to expand our omnidirectional product line to include new speakers in different sizes, as well as various configurations of amplifiers, mounts, power sources and software. We have begun to pursue certain certifications, which are often required when bidding on military opportunities. We are also configuring alternative solutions to achieve lower price points to meet the needs of certain customers or applications. We also engage in ongoing value engineering to reduce the cost and simplify the manufacturing of our products. Our mass notification products represent a much more complex, integrated offering. We plan to continue investing engineering resources and capital to develop products and software to further expand our omnidirectional product line.

 

We intend to continue operating with financial discipline in order to create value for our shareholders. We are focused on growing our top line revenue, which we believe will translate into increased net profit growth by successfully entering into new markets and expanding our market share in the mass notification market.

 

 
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Manufacturing and Suppliers

 

Manufacturing. We believe maintaining quality manufacturing capacity is essential to the performance of our products and the growth of our business. Our technologies are different from mass produced designs, and our manufacturing and assembly involves unique processes and materials. We contract with third party suppliers to produce various components and sub-assemblies. At our San Diego, California facility, we complete the final assembly, test and ship our products for both commercial and government systems. We have refined our internal processes to improve how we design, test and qualify product designs. We continue to implement rigorous manufacturing and quality processes to track production and field failures. We also perform third party testing and certification of our products to ensure that they meet rigorous military and commercial specifications. We have developed custom manufacturing equipment used to automate the production of key sub-assemblies reducing the labor component and permitting higher volume production. We implement design and component changes periodically to reduce our product costs and improve product reliability and manufacturability.

 

Suppliers. Our products have a large number of components and sub-assemblies produced by outside suppliers mostly located within 50 miles of our facility to take advantage of flexible turnaround, minimize inventories and to maximize the efficiency of our supply chain. We purchase a number of key components and sub-assemblies from foreign suppliers. Consequently, we are subject to the impact economic conditions can have on such suppliers and the fluctuations of foreign currency exchange rates which could impact our lead times and product cost. We have developed strong relationships with a number of our key suppliers. If these suppliers should experience quality problems or part shortages, our production schedules could be significantly delayed or our costs significantly increased.

 

Sales and Marketing

 

We market and sell products and services through our sales force based in California, Colorado, Minnesota, Texas and Wisconsin. Our corporate and administrative offices are located in San Diego, California.

 

We sell directly to governments, military, large end-users and defense-related companies. We use independent representatives on a commission basis to assist us in our direct sales efforts. We also use a channel distribution model in which we sell our products directly to independent resellers and system integrators around the world, who then sell our products (or our products integrated with other systems) to end-user customers. We are focusing our internal business development resources on building relationships with defense integrators and other large direct customers. In addition, we utilize several part-time consultants with expertise in various areas of U.S. government and defense, to advise us in procedures and budget processes in an effort to be successful in these areas.

 

We have established a global reputation for providing high quality, innovative sound solutions that has made LRAD an internationally recognized product brand. We actively promote our brands and our products through trade shows and advertising, and we intend to continue increasing the use of our trademarks throughout our product distribution chain and believe growing brand awareness will assist in expanding our business. We believe our reputation for technological expertise, experienced personnel, and strong service and support will also keep us competitive.

 

Customer Concentration

 

For the fiscal year ended September 30, 2016, we did not have any single customer accounting for more than 10% of revenues. For the fiscal year ended September 30, 2015, revenues from one customer accounted for 15% of revenues, with no other single customer accounting for more than 10% of revenues.

 

Our revenues to date have relied on a few major customers. The loss of any customer could have a materially adverse effect on our financial condition, results of operations and cash flows. We have made progress diversifying sound technology revenues and expect to continue to do so in future periods.

 

Backlog

 

Our order backlog for products that are deliverable in the next 12 months was approximately $3,065,597 at September 30, 2016, compared to $4,451,016 at September 30, 2015. The amount of backlog at any point in time is dependent upon scheduled delivery dates to our customers and product lead times. Our backlog orders are supported by firm purchase orders.

 

Warranties

 

We generally warrant our products to be free from defects in materials and workmanship for a period up to one year from the date of purchase. The warranty is generally a limited warranty, and in some instances imposes certain shipping costs on the customer. We generally provide direct warranty service, but at times we may establish warranty service through third parties. Our international warranties are generally similar to the warranties we offer in the U.S.

 

 
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We also provide repair and maintenance agreements and extended warranty contracts at market rates, with terms ranging from one year to several years, as an additional source of revenue and to provide increased customer satisfaction.

 

Competition

 

Our technologies and products compete with those of other companies. The commercial and government audio industry markets are fragmented and include numerous manufacturers with audio products that vary widely in price, quality and distribution channels. Many of our present and potential future competitors have, or may have, substantially greater resources to devote to product development. We believe we compete primarily on the originality of our products, the uniqueness of our technology and designs, our responsiveness to customers and our ability to meet their needs and, most importantly, the quality, ruggedness and superior performance of our products which have been developed by incorporating feedback from our customers and our desire to provide the highest quality product to our markets.

 

Our directional LRAD products are the leading acoustic hailing and warning products in the market today for military and commercial applications. The broad category of government audio industry speakers includes competitors such as Ultra Electronics USSI, IML Sound Commander, and others. We do not believe these competitors have achieved significant global market penetration in the government or commercial directed hailing markets to date. We believe our LRAD product line has demonstrated acceptance and has performed extremely well in harsh environments and can continue to compete on the basis of technical features, performance, ease of use, quality and cost. As we continue to grow this market, future competitors with greater resources may enter with new technologies and capabilities, which could impact our competitiveness.

 

With the introduction of the omnidirectional LRAD products, we entered the more mature and established mass notification market, which has a number of large competitors including Federal Signal Corporation, Whelen Engineering Company Inc., Siemens AG, Acoustic Technology, Inc., Eaton Corporation, and others. In addition to powerful warning tones and sirens, the omnidirectional LRAD products provide the same vocal clarity, intelligibility and quality over long distances as our directed LRAD products. We believe the highly intelligible voice of our omnidirectional products gives us a competitive advantage against these larger organizations. We believe the domestic and international markets for mass notification systems are substantial and growing.

 

Seasonality

 

Government business tends to be seasonal due to government procurement and budget cycles, with the quarter ending September 30, which coincides with the United States government budget year, usually producing relatively higher sales, and the quarter ending December 31, usually producing relatively lower sales. International budget years vary by country. Since our sales are primarily to governments, governmental departments or agencies, our selling cycles tend to be long and difficult to forecast. We have not experienced any significant seasonality trends to date, but we may experience increased seasonality in the future.

 

Government Regulation

 

We are subject to a variety of government laws and regulations that apply to companies engaged in international operations, including, among others, the Foreign Corrupt Practices Act, U.S. Department of Commerce export controls, local government regulations and procurement policies and practices (including regulations relating to import-export control, investments, exchange controls and repatriation of earnings). We maintain controls and procedures to comply with laws and regulations associated with our international operations. If we are unable to remain compliant with such laws and regulations, our business may be adversely affected.

 

Our products are produced to comply with standard product safety requirements for sale in the United States and similar requirements for sale in Europe and Canada. We expect to meet the electrical and other regulatory requirements for electronic systems or components we sell throughout the world.

 

Financial Information about Segments and Geographic Areas

 

Financial information regarding our segments and the geographic areas in which we operate is contained in Note 15, Major Customers, Suppliers, Segment and Related Information, to our consolidated financial statements.

 

Intellectual Property Rights and Proprietary Information

 

We operate in an industry where innovation, investment in new ideas and protection of resulting intellectual property rights are important drivers of success. We rely on a variety of intellectual property protections for our products and technologies, including patent, trademark and trade secret laws and contractual obligations, and we pursue a policy of vigorously enforcing such rights.

 

 
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In addition to such factors as innovation, technological expertise and experienced personnel, we believe that a strong product offering that is continually upgraded and enhanced will keep us competitive, and we will seek patent protection on important technological improvements that we make. We have an ongoing policy of filing patent applications to seek protection for novel features of our products and technologies. Prior to the filing and granting of patents, our policy is to disclose key features to patent counsel and maintain these features as trade secrets prior to product introduction. Patent applications may not result in issued patents covering all-important claims and could be denied in their entirety. We also file for trade name and trademark protection when appropriate. We are the owner of federally registered trademarks including LRAD®, LONG RANGE ACOUSTIC DEVICE®, LRAD-X®, LRAD-RX®, SOUNDSABER®, ONE VOICE®, and have filed for registration of SOUND SHIELDTM, many of which have earned worldwide brand recognition.

 

Our policy is to enter into nondisclosure agreements with each employee and consultant or third party to whom any of our proprietary information is disclosed. These agreements prohibit the disclosure of confidential information to others, both during and subsequent to employment or the duration of the working relationship. These agreements may not prevent disclosure of confidential information or provide adequate remedies for any breach.

 

Research and Development

 

The sound reproduction market is subject to rapid changes in technology and design with frequent improvements and new product introductions, as well as customized solutions for specific customer applications. We believe our future success will depend on our ability to enhance and improve existing technologies and to introduce new technologies and products on a competitive basis that meet the needs of our customers. Accordingly, we are continuing to engage in significant research and new product development activities.

 

For the fiscal years ended September 30, 2016 and 2015, we spent approximately $2.4 million and $2.0 million, respectively, on company-sponsored research and development. Future levels of research and development expenditures will vary depending on the timing of further new product development and the availability of funds to carry on additional research and development on currently owned technologies or in other areas.

 

Executive Officers

 

The current executive officers of LRAD Corporation and their ages and business experience are set forth below.

 

Richard S. Danforth, age 56, was appointed Chief Executive Officer in August 2016. Mr. Danforth formed the strategic business consulting firm, RsD Aero, Ltd., in 2014, which provided consulting services for the Defense, Aerospace, Space and Transportation sectors, with an emphasis on M&A and Transatlantic trade. He served at DRS Technologies as Group President of DRS Integrated Defense Systems & Service (2013 – 2014); Chief Executive Officer, President and Board Member of DRS Defense Solutions (2008 – 2012); President, Command Control & Communication (2005 – 2008); President, Navy Electronics & Intelligence Systems (2004 – 2005); and Executive Vice President, Electronics Systems Group (2002 – 2004). He began his career at Raytheon in 1982 and held various manufacturing, quality assurance and program manager positions until 1996. Mr. Danforth was then appointed Vice President of Operations for Raytheon Aircraft Company (1996 – 2000). In 2000, he was named Senior Vice President of Raytheon Aircraft Company’s Commercial Aircraft Business division, where he led 370 sales, marketing and customer service staff. Mr. Danforth holds a Bachelor of Science in Industrial Technology from the University of Massachusetts Lowell and a Masters in Engineering Management from Western New England College.

 

Katherine H. McDermott, age 56, was appointed as Controller/Chief Accounting Officer in June 2007 and was promoted to Chief Financial Officer in September 2007. Ms. McDermott served as the Chief Financial Officer for National Pen Company from 2005 to 2006 and the vice president of finance for Lantronix, Inc., a publicly traded technology company, from 2000 to 2005. Ms. McDermott held a variety of senior financial positions with Bausch & Lomb from 1988 to 1999 and began her career holding a number of financial positions with a component division of General Motors from 1982 to 1988. Ms. McDermott holds a Bachelor of Arts in Business Administration from St. Bonaventure University and a Masters of Business Administration from the William E. Simon School of Business Administration at the University of Rochester.

 

Executive officers serve at the discretion of the board of directors.

 

Employees

 

At September 30, 2016, we employed a total of 46 people. Of such employees, 12 were in research and development, 16 were in production, quality assurance and materials control, 8 were in general and administrative and 10 were in sales and marketing. We contract technical and production personnel from time to time on an as needed basis and use outside consultants for various services. In addition, we have an extensive worldwide network of independent representatives and resellers who actively market and sell our product. We have not experienced any work stoppages and are not a party to a collective bargaining agreement, and we consider our relations with our employees to be favorable.

 

 
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Available Information

 

Our shares of common stock trade on the NASDAQ Capital Market under the symbol “LRAD.” Our address is 16990 Goldentop Road, Ste. A, San Diego, California, 92127, our telephone number is 858-676-1112, and our website is located at www.lradx.com. We make available, free of charge through our website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, reports filed by our directors, executive officers and certain significant shareholders pursuant to Section 16 of the Securities Exchange Act and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 as soon as reasonably practical after the reports are electronically filed with or furnished to the Securities and Exchange Commission (“SEC”). The information on our website is not incorporated by reference into this report nor is it part of this report.

 

Item 1A.

Risk Factors.

 

An investment in our company involves a high degree of risk. In addition to the other information included in this report, you should carefully consider the following risk factors in evaluating an investment in our company. You should consider these matters in conjunction with the other information included or incorporated by reference in this report. Our results of operations or financial condition could be seriously harmed, and the trading price of our common stock may decline due to any of these or other risks.

 

General economic conditions may adversely affect our business, operating results and financial condition

 

Our operations and performance depend significantly on worldwide economic conditions and their impact on levels of capital investment and government spending. Global economic and political uncertainties and foreign currency rate fluctuations could adversely influence demand for our products leading to reduced levels of investments, reductions in government spending and budgets and changes in spending priorities and behavior. We could also be adversely affected by the negative impact on economic growth resulting from federal income tax increases and continued U.S. government spending restrictions that have been occurring during recent years.

 

We may need additional capital for growth.

 

We may need additional capital to support our growth. While we expect to generate these funds from operations, we may not be able to do so. Principal factors that could affect the availability of our internally generated funds include:

 

 

failure of sales to government, military and commercial markets to meet planned projections;

 

 

government spending levels impacting sales of our products;

 

 

political uncertainty;

 

 

foreign currency fluctuations;

 

 

working capital requirements to support business growth;

 

 

our ability to control spending;

 

 

introduction of new competing technologies;

 

 

product mix and effect on margins; and

 

 

acceptance of our existing and future products in existing and new markets.

 

Should we require additional funds, general market conditions or the then-current market price of our common stock may not support capital raising transactions and any such financing may require advance approval of our stockholders under the rules of the NASDAQ Stock Market. Our ability to obtain financing may be further constrained by prevailing economic conditions. We may be required to reduce costs, including the scaling back of research and development into new products, which could have a negative impact on our ability to compete and to innovate. If we raise additional funds by selling additional shares of our capital stock or securities convertible into or exercisable for common stock (assuming we are able to obtain additional financing), the ownership interest of our stockholders will be diluted, which could have a material negative impact on the market value of our common stock.

 

We have historically had a high concentration of revenues from a limited number of customers. We expect to continue to be dependent on a limited number of customers.

 

In fiscal year 2016, we did not have any customers that accounted for more than 10% of revenues, which shows improved diversification of our customer base. Historically, our revenues have been dependent upon a limited number of customers and we expect that we will continue to have some significant customers in future years. We do not have long-term purchase commitments with these or other significant customers, and our customers have the right to cease doing business with us at any time. Military contracts that we have been awarded have terms of indefinite delivery/indefinite quantity during the term of the contract, so there are no guaranteed purchases on these contracts. No assurance can be given that these or other customers will continue to do business with us or that they will maintain their historical levels of business. If our relationship with any material customer were to cease, then our revenues would decline and negatively impact our results of operations. Any such decline could result in us increasing our accumulated deficit and a need to raise additional capital to fund our operations. If our expectations regarding future sales are inaccurate, we may be unable to reduce costs in a timely manner to adjust for sales shortfalls.

 

 
7

 

 

Disruption and fluctuations in financial and currency markets could have a negative effect on our business.

 

Financial markets in the United States, Europe and Asia have experienced extreme volatility and uncertainty in recent years. Governments have taken unprecedented actions intended to address these market conditions. It is difficult to assess the extent to which these conditions have impacted our business, and the affect this has had on certain of our customers and suppliers. These economic developments affect businesses such as ours in a number of ways. The tightening of credit in financial markets adversely affects the ability of commercial customers to finance purchases and operations and could result in a decrease in orders and spending for our products as well as create supplier disruptions. Reductions in tax revenues, rating downgrades and other economic developments could also reduce future government spending on our products. There can be no assurance that there will not be a further volatility and uncertainty in financial markets, which can then lead to challenges in the operation of our business. We are unable to predict the likely effects that negative economic conditions will have on our business and financial condition.

 

We purchase a number of key components and sub-assemblies from foreign suppliers. Consequently, we are subject to the impact economic conditions can have on such suppliers and fluctuations in foreign currency exchange rates. Increases in our cost of purchasing these items could negatively impact our financial results if we are not able to pass these increased costs on to our customers.

 

We have current government contracts and our future growth is dependent, in large part, on continued sales to U.S. and international governments and businesses that sell to governments.

 

In fiscal year 2016, direct and indirect sales to the U.S. government accounted for approximately 31% of our total net sales, compared to 20% of our total net sales in fiscal year 2015 and 16% in fiscal year 2014. Sales to international governments and police agencies have increased in recent years, including a large $17.6 million product and multi-year maintenance order, of which $12.1 million in product was delivered in March 2011, and a $4.0 million product shipment to a government in the Middle East in April 2014. Changes in defense spending could have an adverse effect on our current and future revenues. Sales of our products to U.S. government agencies and organizations are subject to the overall U.S. government budget and congressional appropriation decisions and processes which are driven by numerous factors, including geo-political events and macroeconomic conditions, and are beyond our control. Reduced U.S. Department of Defense spending in recent years, including sequestration spending cuts, could affect future U.S. Department of Defense military initiatives and homeland security spending. Even awards granted, such as our $7.4 million contract from the U.S. Navy awarded in March 2016, may not have orders issued against it due to spending constraints. Similar issues apply to sales to international governments. We have no assurance that military interest in communication devices to minimize unnecessary force will continue or will provide future growth opportunities for our business.

 

We must expand our customer base in order to grow our business. 

 

To grow our business, in addition to continuing to obtain additional orders from our existing customers, we must develop relationships with new customers and obtain and fulfill orders from new customers. We are competing against a number of large competitors in the mass notification market, and we need to establish our omnidirectional products as a viable competitor in this market to allow us to win awards against these competitors, increase our customer base and gain market share. We cannot guarantee that we will be able to increase our customer base. Further, even if we do obtain new customers, we cannot guarantee that those customers will purchase from us enough quantities of our product or at product prices that will enable us to recover our costs in acquiring those customers and fulfilling those orders. Whether we will be able to sell more of our products will depend on a number of factors, including:

 

 

our ability to design and manufacture reliable products that have the features that are required by our customers;

 

 

the global economy;

 

 

our ability to expand relationships with existing customers and to develop relationships with new customers that will lead to additional orders for our products;

 

 

our ability to develop and expand new markets for directed sound products; and

 

 

our ability to develop international product distribution directly or through strategic partners.

 

 
8

 

 

The growth of our LRAD product revenues is dependent on continued acceptance of our products by government, military and developing force protection and emergency response agencies. If these agencies do not purchase our LRAD products, our revenues will be adversely affected.

 

Although our LRAD products are designed for use by both government and commercial customers, the government market represents a significant revenue opportunity for our products. Revenues from government agencies, including military, force protection and emergency response agencies, fluctuate each year depending on available funding and demand from our government customers. While acceptance of our products has been increasing, there are many more prospective customers within this market that could provide future growth for us, as well as international government markets which often follow the lead of the U.S. Furthermore, the force protection and emergency response market is itself an emerging market that is changing rapidly. If our LRAD products are not widely accepted by the government, military and the developing force protection and emergency response markets, we may not be able to identify other markets, and we may fail to achieve our sales projections.

 

Perceptions that long-range hailing devices are unsafe or may be used in an abusive manner may hurt sales of our LRAD products, which could cause our revenues to decline.

 

Potential customers for our LRAD products, including government, military and force protection and emergency response agencies, may be influenced by claims or perceptions that long-range hailing devices are unsafe or may be used in an abusive manner. These claims or perceptions, while unsubstantiated, could reduce our product sales.

 

A significant portion of our revenue is derived from our core product category.

 

We are dependent on our core directional product category to generate our revenues. While we have expanded our product offering to include omnidirectional products, no assurance can be given that our core directional products will continue to have market acceptance or that they will maintain their historical levels of sales. The loss or reduction of sales of this product category could have a material adverse effect on our business, results of operations, financial condition and liquidity.

 

We may not be successful in penetrating the mass notification market.

 

We launched our first omnidirectional speaker in 2012, and have subsequently expanded our offering of omnidirectional products intended to increase LRAD sales in the mass notification market. The mass notification market is substantial in size and is projecting growth over the next five years to help provide public safety and communication during natural disasters and emergency situations. There are a number of large, credible companies already established in this market. We believe the clear, intelligible voice capability of our LRAD products, and our unique design and durability make our product offerings very competitive in this market. We have added selling resources to focus on this market and we have invested and plan to invest additional resources in tooling and software development to become successful in this market. However, we are a smaller company entering a market with established competitors that have greater resources and presence in this global market.

 

Our margins could be impacted as we expand into the mass notification market.

 

Our sales strategy for fiscal year 2017 and beyond is to increase our market share of the growing mass notification market with our omnidirectional products. A number of large companies compete in this market and dominate the market share. We believe we have a strong product that can successfully compete against these larger players, but we expect to confront pricing pressures, given this highly competitive environment, which may negatively impact our overall margins.

 

We may incur significant and unpredictable warranty costs.

 

Our products are substantially different from proven, mass produced sound transducer designs and are often employed in harsh environments. We may incur substantial and unpredictable warranty costs from post-production product or component failures. We generally warrant our products to be free from defects in materials and workmanship for a period up to one year from the date of purchase. We also sell extended repair and maintenance contracts with terms ranging from one to several years, which provide repair and maintenance services after expiration of the original limited warranty. At September 30, 2016, we had a warranty reserve of $356,984. While our warranty experience with our LRAD product line has been very favorable, as we build more complexity into the product, and as we expand our supplier base, issues could arise that could affect future warranty costs, which could adversely affect our financial position, results of operations and business prospects.

 

We could incur additional charges for excess and obsolete inventory.

 

While we strive to effectively manage our inventory, rapidly changing technology, and uneven customer demand may result in short product cycles and the value of our inventory may be adversely affected by changes in technology that affect our ability to sell the products in our inventory. If we do not effectively forecast and manage our inventory, we may need to write off inventory as excess or obsolete, which in turn can adversely affect cost of sales and gross profit.

 

 
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We have previously experienced, and may in the future experience, reductions in sales of older generation products as customers delay or defer purchases in anticipation of new product introductions. We currently have established reserves for slow moving or obsolete inventory of $580,132. The reserves we have established for potential losses due to obsolete inventory may, however, prove to be inadequate and may give rise to additional charges for obsolete or excess inventory.

 

We do not have the ability to accurately predict future operating results. Our quarterly and annual revenues are likely to fluctuate significantly due to many factors, most of which are beyond our control and could result in our failure to achieve our revenue expectations.

 

We expect our proprietary directed and omnidirectional acoustic products and technologies will be the source of substantially all our revenues for at least the near future. Revenues from these products and technologies are expected to vary significantly due to a number of factors, many of which are beyond our control. Any one or more of the factors listed below or other factors could cause us to fail to achieve our revenue expectations. These factors include:

 

 

our ability to develop and supply sound reproduction components to customers, distributors or original equipment manufacturers (“OEMs”) or to license our technologies;

 

 

market acceptance of and changes in demand for our products or products of our customers;

 

 

gains or losses of significant customers, distributors or strategic relationships;

 

 

unpredictable volume and timing of customer orders;

 

 

delays in funding approval by U.S. and foreign government and military customers;

 

 

the availability, pricing and timeliness of delivery of components for our products and OEM products;

 

 

fluctuations in the availability of manufacturing capacity or manufacturing yields and related manufacturing costs;

 

 

the timing of new technological advances, product announcements or introductions by us, by OEMs or licensees and by our competitors;

 

 

production delays by customers, distributors, OEMs, or by us or our suppliers;

 

 

increased competition in this market;

 

 

the conditions of other industries, such as military and commercial industries, into which our technologies may be sold;

 

 

general electronics industry conditions, including changes in demand and associated effects on inventory and inventory practices;

 

 

general economic conditions that could affect the timing of customer orders and capital spending and result in order cancellations or rescheduling; and

 

 

general political conditions in this country and in various other parts of the world that could affect spending for the products that we offer.

 

Some or all of these factors could adversely affect demand for our products or technologies, and therefore adversely affect our future operating results.

 

Most of our operating expenses are relatively fixed in the short term. We may be unable to rapidly adjust spending to compensate for any unexpected sales shortfalls, which could harm our quarterly operating results. We do not have the ability to predict future operating results with any certainty.

 

Many potential competitors who have greater resources and experience than we do may develop products and technologies that make ours obsolete or inferior.

 

Technological competition from larger, more established electronic and loudspeaker manufacturers is expected to increase. Most of the companies with which we expect to compete have substantially greater capital resources, research and development staffs, marketing and distribution programs and facilities, and many of them have substantially greater experience in the production and marketing of products. In addition, one or more of our competitors may have developed or may succeed in developing technologies and products that are more effective than any of ours, rendering our technology and products obsolete or noncompetitive.

 

Adverse resolution of disputes, litigation and claims may harm our business, operating results or financial condition.

 

We settled a derivative lawsuit in 2013 and may become a party to other litigation, disputes and claims in the normal course of our business. Litigation is by its nature uncertain and unpredictable and there can be no assurance that the ultimate resolution of such claims will not exceed the amounts accrued for such claims, if any. Litigation can be expensive, lengthy, and disruptive to normal business operations. An unfavorable resolution of a legal matter could have a material adverse effect on our business, operating results, or financial condition.

 

 
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Our competitive position will be seriously damaged if we cannot protect intellectual property rights and trade secrets in our technology.

 

We rely on a combination of contracts, trademarks and trade secret laws to establish and protect our proprietary rights in our technology. However, we may not be able to prevent misappropriation of our intellectual property, and our competitors may be able to independently develop competing technologies, or the agreements we enter into may not be enforceable. A competitor may independently develop or patent technologies that are substantially equivalent to, or superior to, our technology. If this happens, our competitive position could be significantly harmed.

 

We may face personal injury and other liability claims that harm our reputation and adversely affect our operating results and financial condition.

 

While our products have been engineered to reduce the risk of damage to human hearing or human health, we could be exposed to claims of hearing damage if the product is not properly operated. A person injured in connection with the use of our products may bring legal action against us to recover damages on the basis of theories including personal injury, negligent design, dangerous product or inadequate warning. We may also be subject to lawsuits involving allegations of misuse of our products. Our product liability insurance coverage may be insufficient to pay all such claims. Product liability insurance may also become too costly for us or may become unavailable for us in the future. We may not have sufficient resources to satisfy any product liability claims not covered by insurance which would materially and adversely affect our operating results and financial condition. Significant litigation could also result in negative publicity and a diversion of management’s attention and resources.

 

Our international operations could be harmed by factors including political instability, natural disasters, fluctuations in currency exchange rates, and changes in regulations that govern international transactions.

 

We sell our products worldwide. In fiscal years 2016 and 2015, revenues outside of the U.S. accounted for approximately 62% and 75% of net revenues, respectively. The risks inherent in international trade may reduce our international sales and harm our business and the businesses of our customers and our suppliers. These risks include:

 

 

changes in tariff regulations;

 

 

political instability, war, terrorism and other political risks;

 

 

foreign currency exchange rate fluctuations;

 

 

establishing and maintaining relationships with local distributors and dealers;

 

 

lengthy shipping times and accounts receivable payment cycles;

 

 

import and export control and licensing requirements;

 

 

compliance with a variety of U.S. laws, including the Foreign Corrupt Practices Act, by us or key subcontractors;

 

 

compliance with a variety of foreign laws and regulations, including unexpected changes in taxation and regulatory requirements;

 

 

greater difficulty in safeguarding intellectual property than in the U.S.; and

 

 

difficulty in staffing and managing geographically diverse operations.

 

These and other risks may preclude or curtail international sales or increase the relative price of our products compared to those manufactured in other countries, reducing the demand for our products. Failure to comply with U.S. and foreign governmental laws and regulations applicable to international business, such as the Foreign Corrupt Practices Act or U.S. export control regulations, could have an adverse impact on our business with the U.S. and foreign governments.

 

Current environmental laws, or laws enacted in the future, may harm our business.

 

Our operations are subject to environmental regulation in areas in which we conduct business. Our product design and procurement operations must comply with new and future requirements relating to the materials composition of our products, including restrictions on lead, cadmium and other substances. We do not expect that the impact of these environmental laws and other similar legislation adopted in the U.S. and other countries will have a substantial unfavorable impact on our business. However, the costs and timing of costs under environmental laws are difficult to predict.

 

 
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Errors or defects contained in our products, failure to comply with applicable safety standards or a product recall could result in delayed shipments or rejection of our products, damage to our reputation and expose us to regulatory or other legal action.

 

Any defects or errors in the operation of our products may result in delays in their introduction. In addition, errors or defects may be uncovered after commercial shipments have begun, which could result in the rejection of our products by our customers, damage to our reputation, lost sales, diverted development resources and increased customer service and support costs and warranty claims, any of which could harm our business. Third parties could sustain injuries from our products, and we may be subject to claims or lawsuits resulting from such injuries. There is a risk that these claims or liabilities may exceed, or fall outside the scope of, our insurance coverage. We may also be unable to obtain adequate liability insurance in the future. Because we are a smaller company, a product recall would be particularly harmful to us because we have limited financial and administrative resources to effectively manage a product recall and it would detract management’s attention from implementing our core business strategies. A significant product defect or product recall could materially and adversely affect our brand image, causing a decline in our sales, and could reduce or deplete our financial resources.

 

Costs associated with our multi-year maintenance contract with a foreign military customer could be higher than expected.

 

We are obligated under a seven-year repair and maintenance agreement with a foreign military customer to service $12.1 million of product sold in the quarter ended March 31, 2011. We have contracted with a third party service provider to administer the required services under the terms of the maintenance agreement. The revenue from the maintenance agreement with our customer is fixed and paid annually upon completion of each year of service for the seven-year period through 2019. It is possible that the cost to repair and maintain the products and the cost to contract with our third party service provider could exceed the revenue generated by the maintenance agreement.

 

We rely on outside manufacturers and suppliers to provide a large number of components and sub-assemblies incorporated in our products.

 

Our products have a large number of components and sub-assemblies produced by outside suppliers. In addition, for certain of these items, we qualify only a single source, which can magnify the risk of shortages and decrease our ability to negotiate with our suppliers on the basis of price. If shortages occur, or if we experience quality problems with suppliers, then our production schedules could be significantly delayed or costs significantly increased, which would have a material adverse effect on our business, liquidity, results of operation and financial position.

 

Although we assemble our products internally, we have some sub-assemblies and components produced by third party manufacturers. We may be required to outsource manufacturing if sales of our products increase significantly. We may be unable to obtain acceptable manufacturing sources on a timely basis. In addition, from time to time we may change manufacturers and any new manufacturer engaged by us may not perform as expected. An extended interruption in the supply of our products could result in a substantial loss of sales. Furthermore, any actual or perceived degradation of product quality as a result of our reliance on third party manufacturers may have an adverse effect on sales or result in increased warranty costs, product returns and buybacks. Failure to maintain quality manufacturing could reduce future revenues, adversely affecting our financial condition and results of operations.

 

We derive revenue from government contracts and subcontracts, which are often non-standard, may involve competitive bidding, may be subject to cancellation with or without penalty and may produce volatility in earnings and revenue.

 

Our sales to government customers have involved, and are expected in the future to involve, providing products and services under contracts or subcontracts with U.S. federal, state, local and foreign government agencies. Obtaining contracts and subcontracts from government agencies is challenging, and contracts often include provisions that are not standard in private commercial transactions. For example, government contracts may:

 

 

include provisions that allow the government agency to terminate the contract without penalty under some circumstances;

 

 

be subject to purchasing decisions of agencies that are subject to political influence;

 

 

contain onerous procurement procedures; and

 

 

be subject to cancellation if government funding becomes unavailable.

 

Securing government contracts can be a protracted process involving competitive bidding. In many cases, unsuccessful bidders may challenge contract awards, which can lead to increased costs, delays and possible loss of the contract for the winning bidder.

 

Our success is dependent on the performance of our executive team, and the cooperation, performance and retention of our executive officers and key employees.

 

Our business and operations are substantially dependent on the performance of our current executive team including our Chief Executive Officer and our Chief Financial Officer. We do not maintain “key person” life insurance on any of our executive officers. The loss of one or several key employees could seriously harm our business. We cannot assure that employees will not leave and subsequently compete against us.

 

We are also dependent on our ability to retain and motivate high quality personnel, especially sales and skilled engineering personnel. Competition for such personnel is intense, and we may not be able to attract, assimilate or retain other highly qualified managerial, sales and technical personnel in the future. The inability to attract and retain the necessary managerial, sales and technical personnel could cause our business, operating results or financial condition to suffer.

 

 
12

 

 

We may not successfully address the problems encountered in connection with any potential future acquisitions.

 

We expect to continue considering opportunities to acquire or make investments in other technologies, products and businesses that could enhance our capabilities, complement our current products or expand the breadth of our markets or customer base. We have little experience in acquiring other businesses and technologies. Potential and completed acquisitions and strategic investments involve numerous risks and if we fail to properly evaluate and execute acquisitions and strategic investments, our management team may be distracted from our day-to-day operations, our business may be disrupted and our operating results may suffer. In addition, if we finance acquisitions by issuing equity or convertible debt securities, our stock value could be diluted.

 

Our disclosure controls and procedures may not prevent or detect all acts of fraud.

 

Our disclosure controls and procedures are designed to reasonably assure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act is accumulated and communicated to management and is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our management expects that our disclosure controls and procedures and internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within our company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by an unauthorized override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and we cannot assure that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

 

Failure to maintain an effective system of internal control over financial reporting could harm stockholder and business confidence in our financial reporting, our ability to obtain financing and other aspects of our business.

 

Maintaining an effective system of internal control over financial reporting is necessary for us to provide reliable financial reports. Section 404 of the Sarbanes-Oxley Act of 2002 and the related rules and regulations promulgated by the SEC require us to include in our Form 10-K a report by management regarding the effectiveness of our internal control over financial reporting. The report includes, among other things, an assessment of the effectiveness of our internal control over financial reporting as of the end of the respective fiscal year, including a statement as to whether or not our internal control over financial reporting is effective. This assessment must include disclosure of any material weaknesses in our internal control over financial reporting identified by management. While our management has concluded that our internal control over financial reporting was effective as of September 30, 2016, it is possible that material weaknesses will be identified in the future. In addition, components of our internal control over financial reporting may require improvement from time to time. If management is unable to assert that our internal control over financial reporting is effective in any future period, investors may lose confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on the Company’s stock price.

 

Our common stock could be delisted from the Nasdaq Stock Market.

 

Nasdaq’s continued listing standards for our common stock require, among other things, that (i) we maintain a closing bid price for our common stock of at least $1.00, and (ii) we maintain: (A) stockholders’ equity of $2.5 million; (B) market value of listed securities of $35 million; or (C) net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. Any failures to satisfy any continued listing requirements could lead to the receipt of a deficiency notice from Nasdaq and ultimately to a delisting from trading of our common stock. If our common stock were delisted from Nasdaq, among other things, this could result in a number of negative implications, including reduced liquidity in our common stock as a result of the loss of market efficiencies associated with Nasdaq and the loss of federal preemption of state securities laws as well as the potential loss of confidence by suppliers, customers and employees, institutional investor interest, fewer business development opportunities, greater difficulty in obtaining financing and breaches of certain contractual obligations.

 

Sales of common stock issuable on the exercise of outstanding options, may depress the price of our common stock.

 

As of September 30, 2016, we had outstanding options granted to our employees and directors to purchase 4,404,002 shares of our common stock. At September 30, 2016, the exercise prices for the options ranged from $0.93 to $3.17 per share. The issuance of shares of common stock upon the exercise of outstanding options could cause substantial dilution to holders of our common stock, and the sale of those shares in the market could cause the market price of our common stock to decline. The potential dilution from these shares could negatively affect the terms on which we could obtain equity financing.

 

 
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We may issue preferred stock in the future, and the terms of the preferred stock may reduce the value of your common stock.

 

We are authorized to issue up to 5,000,000 shares of preferred stock in one or more series. Our board of directors may determine the terms of future preferred stock offerings without further action by our stockholders. If we issue additional preferred stock, it could affect the rights or reduce the value of our common stock. In particular, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with or sell our assets to a third party. These terms may include voting rights, preferences as to dividends and liquidation, conversion and redemption rights, and sinking fund provisions.

 

Our stock price is volatile and may continue to be volatile in the future.

 

The market price of our common stock has fluctuated significantly to date. In the future, the market price of our common stock could be subject to significant fluctuations due to general market conditions and in response to quarter-to-quarter variations in:

 

 

our anticipated or actual operating results;

 

 

developments concerning our sound reproduction technologies;

 

 

technological innovations or setbacks by us or our competitors;

 

 

announcements of merger or acquisition transactions;

 

 

changes in personnel within our company; and

 

 

other events or factors and general economic and market conditions.

 

The stock market in recent years has experienced extreme price and volume fluctuations that have affected the market price of many technology companies, and that have often been unrelated or disproportionate to the operating performance of companies.

 

Changes in laws or regulations or the manner of their interpretation or enforcement could adversely impact our financial performance and restrict our ability to operate our business or execute our strategies.

 

New laws, regulations and standards, or changes in existing laws or regulations or the manner of their interpretation or enforcement, could increase our cost of doing business and restrict our ability to operate our business or execute our strategies. This includes, among other things, compliance costs and enforcement under the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd Frank Act”), XBRL interactive SEC filings, new SEC regulations and NASDAQ Stock Market rules. For example, under Section 1502 of the Dodd-Frank Act, the SEC has adopted additional disclosure requirements related to the source of certain “conflict minerals” for issuers for which such “conflict minerals” are necessary to the functionality or production of a product manufactured, or contracted to be manufactured, by that issuer. The metals covered by the rules include tin, tantalum, tungsten and gold, commonly referred to as “3TG.” Our suppliers may use some or all of these materials in their production processes. The rules require us to conduct a reasonable country of origin inquiry to determine if we know or have reason to believe any of the minerals used in the production process may have originated from the Democratic Republic of the Congo or an adjoining country. If we are not able to determine the minerals did not originate from a covered country or conclude that there is no reason to believe that the minerals used in the production process may have originated in a covered country, we would be required to perform supply chain due diligence on members of our supply chain. Global supply chains can have multiple layers, thus the costs of complying with these new requirements could be substantial. These new requirements may also reduce the number of suppliers who provide conflict free metals, and may affect our ability to obtain products in sufficient quantities or at competitive prices. Compliance costs and the unavailability of raw materials could have a material adverse effect on our results of operations.

 

We continually evaluate and monitor developments with respect to new and proposed rules and cannot predict or estimate the amount of the additional costs we may incur or the timing of such costs. These new or changed laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

 

Item 1B.

Unresolved Staff Comments.

 

None.

 

Item 2.

Properties

 

Our executive offices, sales, research and development and production facilities are located at 16990 Goldentop Road, Ste. A, San Diego, California. The lease of 31,360 square feet commenced July 1, 2012 and expires June 30, 2018. The aggregate monthly payments, with abatements, averaged $16,306 per month in the first year, and $25,088, $26,656, $28,224, $29,792 and $31,360 per month for the second through sixth years of the lease, plus other certain costs and charges as specified in the lease agreement, including the Company’s proportionate share of the building operating expenses and real estate taxes.

 

 
14

 

 

Item 3.

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 financial statements for pending litigation.

 

Item 4.

Mine Safety Disclosure

 

Not applicable.

 

 
15

 

 

PART II

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Market Information

 

Our common stock is traded and quoted on the NASDAQ Capital Market under the symbol “LRAD.” The market for our common stock has often been sporadic and limited.

 

The following table sets forth the high and low reported sales prices for our common stock for the fiscal years ended September 30, 2015 and 2016:

 

   

Sales Prices

 
   

High

   

Low

 

Fiscal Year Ending September 30, 2015

               

First Quarter

  $ 3.27     $ 2.30  

Second Quarter

  $ 3.01     $ 2.06  

Third Quarter

  $ 2.63     $ 1.97  

Fourth Quarter

  $ 2.22     $ 1.37  

Fiscal Year Ending September 30, 2016

               

First Quarter

  $ 1.99     $ 1.45  

Second Quarter

  $ 1.92     $ 1.47  

Third Quarter

  $ 1.90     $ 1.62  

Fourth Quarter

  $ 2.02     $ 1.74  

 

 

The above quotations reflect inter-dealer prices, without retail markup, markdown or commission and may not represent actual transactions.

 

Holders

 

We had 31,800,103 shares issued and outstanding held by 958 holders of record of our common stock at November 30, 2016.

 

Dividends 

 

On December 3, 2015, the Company announced a cash dividend of $0.01 per share on the Company’s common stock, payable on January 29, 2016 to stockholders of record on January 15, 2016. On February 4, 2016, the Company announced a cash dividend of $0.01 per share on the Company’s common stock, payable on March 30, 2016 to stockholders of record on March 15, 2016. On May 10, 2016, the Company announced a cash dividend of $0.01 per share on the Company’s common stock, payable on June 30, 2016 to stockholders of record on June 15, 2016. The Board of Directors did not approve a dividend in the fourth fiscal quarter ended September 30, 2016. Dividends declared and paid during the year ended September 30, 2016 were $954,650 compared to $0 in the year ended September 30, 2015. The declaration of future cash dividends, if any, will be at the discretion of the Board of Directors and will depend on the Company’s earnings, if any, capital requirements and financial position, general economic conditions and other pertinent conditions. It is our present intention not to pay any cash dividends in the near future.

 

Equity Compensation Plan Information

 

The information required by this item is incorporated by reference to the information set forth in Item 12 of this Annual Report on Form 10-K.

 

Recent Sales of Unregistered Securities

 

No securities were sold within the past three years that were not registered under the Securities Act and not previously reported.

 

Issuer Purchases of Equity Securities

 

The Board of Directors approved a share buyback program in 2013 under which the Company was authorized to repurchase up to $4 million of its outstanding common shares. This program expired on December 31, 2015 and in December 2015, the Board of Directors approved a new buyback program for calendar year 2016 under which the Company is authorized to repurchase up to $4 million of its outstanding common shares. During the year ended September 30, 2016, 1,099,608 shares were repurchased for $1,748,456 under these two programs and in the year ended September 30, 2015, 734,070 shares were repurchased for $1,564,666. At September 30, 2016, all repurchased shares were retired.

 

 
16

 

 

Item 6.

Selected Financial Data

 

Information requested by this Item is not included as we are electing scaled disclosure requirements available to Smaller Reporting Companies.

 

Item 7.      Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The discussion and analysis set forth below should be read in conjunction with the information presented in other sections of this Annual Report on Form 10-K, including “Item 1. Business,” “Item 1A. Risk Factors,” and “Item 8. Financial Statements and Supplementary Data.” This discussion contains forward-looking statements which are based on our current expectations and industry experience, as well as our perception of historical trends, current market conditions, current economic data, expected future developments and other factors that we believe are appropriate under the circumstances. These statements involve risks and uncertainties that could cause actual results to differ materially from those suggested in the forward-looking statements.

 

Overview

 

LRAD Corporation develops and delivers innovative directed acoustic products that beam, focus and control sound over relatively short and long distances. By placing sound only where needed, we not only enhance many typical speaker applications, but we offer novel sound applications that conventional speakers cannot achieve. Over the years, we redesigned and enhanced our directional LRAD products, improving quality and functionality. In 2012, using the technology that we developed for our directional speakers, we designed and developed a new line of omnidirectional LRAD ONE VOICE speakers. Unlike our directional products, which have a narrow 15 to 30 degree beam of sound, the omnidirectional line offers products that project sound from 60 to 360 degrees to meet the needs of the global mass notification marketplace. We now offer a variety of directional and omnidirectional sound products, which meet a broad range of requirements from communicating with and deterring threats over distances up to 600 meters with our hand-held LRAD 100X to distances up to 5,500 meters with our LRAD 2000X. Our Long Range Acoustic Device or LRAD pioneered a new worldwide market for directional long-range acoustic hailing devices (“AHDs”), which we have sold into over 70 countries. We have been at the forefront developing new acoustic innovations and we believe we have established a significant competitive advantage in our principal markets.

 

Recent Developments

 

In the fiscal year ended September 30, 2016, we accomplished the following:

 

 

Following three years of declining revenues, U.S. revenues increased by 47% in fiscal 2016 from fiscal year 2015 as a result of increased government and military programs.

 

 

Executed a contract modification with the U.S. Navy that allows the U.S. Army to purchase LRAD AHDs under an existing firm-fixed-price, indefinite-delivery/indefinite-quantity contract. An initial order for $915,000 was delivered under the U.S. Army AHD program of record in the quarter ended September 30, 2016.

 

 

Received a multi-year $7.4 million contract award from the Naval Surface Warfare Center in Crane, Indiana. The firm-fixed-price, indefinite-delivery/indefinite-quantity contract adds the newly launched, remotely operated, fully integrated LRAD RXL systems to Situational Awareness Systems on Military Sealift Command ships as well as other Navy and Coast Guard vessels.

 

 

The LRAD RXL was recognized by the Government Security News 2016 Airport, Seaport, Border Security Awards Program as “Best Acoustic Hailing Service”, and the LRAD DS-60 was named as a finalist in the “Best Mass Notification System” category.

 

 

The Board of Directors named Richard S. Danforth as the Company’s Chief Executive Officer. Mr. Danforth has over 30 years of defense and aerospace industry experience including executive leadership positions with two of the world’s largest defense contractors, Raytheon Company, and DRS Technologies Inc., a wholly owned subsidiary of Leonardo-Finmeccanica.

 

 

Repurchased 1,099,608 shares at an average price of $1.59 during the fiscal year.

 

 

Declared and paid dividends for $0.01/share in the first three fiscal quarters for a total payment of $954,650 to our stockholders.

 

 

Announced a $1.1 million follow-on public safety order from a Southeast Asian country upgrading its communication products with LRAD’s long range and highly intelligible voice capabilities.

 

 

Announced a $714,000 LRAD 1000X systems and accessories follow-on order for a Southeast Asian Navy, which is the latest in a series of orders from defense and maritime security forces equipping their fleets in this region with Long Range Acoustic Devices.

 

 

Received orders including $710,000 for Latin American prison security, and $735,000 of opening orders for perimeter security and public safety in Asia and the U.S.

 

 
17

 

 

Our revenues decreased by 2.5% from $16,784,220 in the fiscal year ended September 30, 2015 to $16,361,005 in the fiscal year ended September 30, 2016. The decrease in revenues is due to delays in the award of contracts, primarily in international markets, due to various factors, including budget delays, prioritization of programs, decreased oil and gas prices, which have delayed capital expenditures, the strong dollar slowing international growth, and regional conflicts, especially in the Middle East. In most cases, these opportunities were delayed and not lost to competitors. We saw improvement in U.S. military spending in fiscal year 2016 with a 60% increase in revenues over fiscal year 2015, driven by the delivery of our first major order on our U.S. Army program of record in fiscal year 2016 for $915,000, and several other orders for the U.S. Navy, U.S. Coast Guard and the U.S. Marines. Revenues to U.S. law enforcement agencies and municipalities for public safety and crowd control applications were strong during the year, as well as shipments to the Department of State for U.S. facilities overseas, and perimeter security for infrastructure projects, resulting in a 47% increase in U.S. revenues. In international markets, revenues to militaries, primarily Armies, Navies and Coast Guards, and law enforcement agencies continued to be strong during the year. In addition, we had an increase in revenues from correctional facilities for security and communication. Mass notification projects in Asia slowed during fiscal year 2016 resulting in a 45% reduction in mass notification revenues during the year, but these projects are expected to increase again in fiscal year 2017. During fiscal year 2016, we expanded our omnidirectional product offering and we had some small U.S. mass notification installations, which we can use to demonstrate our capabilities to build additional business. We continue to pursue U.S. and international mass notification opportunities and we started strong in fiscal year 2017 with awards totalling $2.4 million. Gross profit decreased by $857,036 to 47% of net revenues, compared to 51% of net revenues in fiscal year 2015, primarily due to lower net revenues and unfavorable channel mix.

 

Operating expenses increased by $1,955,534 primarily due to $1,138,183 of non-recurring expenses related to legal and consulting costs resulting from a proxy contest initiated by a stockholder of the Company, severance and related expenses in accordance with a Separation Agreement and General Release related to the departure of the Company’s prior chief executive officer, and recruiting and hiring costs related to the search and hire of a new chief executive officer. In addition, salaries, benefits and consulting costs for business development personnel and engineers increased by $677,513, product development and testing increased by $63,629 and $76,209 of other increases. We also recognized a non-cash income tax benefit of $8,339,000 in the year ended September 30, 2015 resulting from the release of a portion of the valuation allowance against deferred tax assets. During the year ended September 30, 2016, we adjusted our valuation allowance, which resulted in an additional $188,000 of non-cash income tax benefit. Our working capital decreased by $2,508,030 during fiscal year 2016, primarily due to $1,748,456 to repurchase Company shares of common stock, $954,650 for the payment of dividends, and net losses after adjusting for non-cash expenses of $456,572, offset by a movement of $859,630 of investments from long-term to short-term securities. Future cash flows from operating activities are expected to fluctuate based on working capital requirements, operating expense levels and other factors. We believe we have adequate financial resources to fund operations for the next twelve months.

 

We incurred $2,387,985 of research and development expense during fiscal year 2016. We designed, developed and launched the LRAD RXL for the U.S. Navy and were awarded a $7.4 million contract using this unit for Situational Awareness Systems on Military Sealift Command ships and other vessels. This unit combines the benefits of the remotely operated pan and tilt system of the LRAD 500RX, which is a lighter, compact cost-effective version of our LRAD 1000RX, with the enhanced, more powerful driver technology included in our LRAD 450XL system. We are beginning to utilize our advanced driver, which offers almost twice the output of our standard driver, in other products to increase product output in a smaller size unit. We have also developed a number of product modifications and customizations to meet specific customer needs. Our LRAD products have been competitively selected over other commercially available systems by the United States military and by several international militaries. We seek to continually improve the quality and manufacturability of our products to retain our competitive advantage in the AHD market from both a technology standpoint and to remain cost competitive. We believe our improved products provide increased sales opportunities into government and commercial markets and demonstrate our ability to remain the leader in the AHD market.

 

We also continued to design and expand our product offering for our ONE VOICE omnidirectional product line through increased variations of our current technology to accommodate various customer requirements, including the addition of various configurations of amplifiers, mounts, power sources and software. We have also configured a modified product offering that can meet a lower price point for certain applications, while still providing high quality performance. We have made, and will continue to make investments in engineering, software development, tooling and third party certifications of our product to compete in the global mass notification market with, what we believe to be, a superior product.

 

We intend to continue innovating during fiscal year 2017 with consistent or increased levels of research and development expenditures.

 

 
18

 

 

Business Outlook

 

Our product line continues to gain worldwide awareness and recognition through product demonstrations, media exposure, trade show participation, and word of mouth as a result of positive responses and increased acceptance of our products. We believe we have a well-known global brand, market-leading technology and solid product foundation with our LRAD directed product line, which we have expanded over the years to service new markets and customers for greater business growth.  We have launched a line of omnidirectional products targeted to meet the needs of the large and growing mass notification market. We believe that we have strong market opportunities for our directional and omnidirectional product offerings within the global government and military sector, as well as commercial applications as a result of continued threats to governments, commerce, law enforcement, borders and infrastructures and in wildlife preservation and control applications. We intend to continue expanding our international mass notification business through continued expansion of our product offering and geographically, particularly in the Middle East, Europe and Asia, where we believe there are greater market opportunities for our omnidirectional products. In fiscal year 2016, we increased our global selling network, which consists of marketing and business development personnel, as well as relationships with key integrators and sales representatives within the United States and throughout the world. In addition, we utilize several part-time consultants with specialties in various areas of U.S. government and defense, to advise us in procedures and budget processes in an effort to be successful in these areas. However, we may continue to face challenges in fiscal year 2017 and 2018 due to continuing economic and geopolitical conditions in some international regions, as well as resulting from the change in administration with the recent U.S. presidential election. We anticipate continued U.S. Military spending uncertainty due to ongoing defense budget delays and spending reductions. We continue to pursue large business opportunities, but it is difficult to anticipate how long it will take to close these opportunities, or if they will ever ultimately come to fruition. It is also difficult to determine whether our omnidirectional product will be accepted as a viable solution in the mass notification market, which includes a number of large, well-known competitors.

 

Our products have varying gross margins and therefore, product sales mix materially affects gross profit. In addition, the margins differ based on the channel of trade through which the products are sold. We continue to implement product updates and changes, including raw material and component changes that may impact product costs. We also have increased competition in the mass notification market where there are a number of larger, more established companies that we expect will cause pricing pressure on our omnidirectional products. We do not believe that historical gross profit margins should be relied upon as an indicator of future gross profit margins.

 

During fiscal year 2016, we had approximately 12 full-time business development and marketing personnel at the Company, including two full-time international business consultants. In addition, we utilize various part-time sales consultants with experience and knowledge in various areas of government and defense to assist with specific markets we are seeking to pursue. Our participation in trade shows and demonstrations has remained strong, including road shows with our LRAD 360XT trailer to various events. We plan to increase our U.S. and international trade show participation further in fiscal year 2017, which will also increase travel by our business development team. In addition, we plan to add a full-time and two part-time consultants to support us in specific markets in 2017. As a result, we would expect our selling, general and administrative expenses to increase in fiscal year 2017. Also, commission expense will fluctuate based on the level of commissionable sales incurred.

 

Research and development (“R&D”) expenses vary period to period due to the timing of projects, and the timing, extent and use of outside consulting, design and development firms. In fiscal year 2016, we added an engineer to support our development requirements. Our R&D expenses were primarily for in-house development; however, we continue to supplement our in-house development with third party services, such as product testing and certification. Based on our current plans, we expect to increase engineering staffing in fiscal year 2017, and we expect expenses for third party services to continue at the same level as fiscal year 2016.

 

Critical Accounting Policies and Estimates 

 

We have identified the policies below as critical to our business operations and to understanding our results of operations. Our accounting policies are more fully described in our financial statements and related notes located in “Item 8. Financial Statements and Supplementary Data.” The impact and any associated risks related to these policies on our business operations are discussed in “Item 1A. Risk Factors” and throughout “Item 7. 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 generally accepted accounting principles in the United States, 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. These estimates affect the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.

 

 
19

 

 

Revenue Recognition. We derive our revenues primarily from two sources: (i) product revenues and (ii) contracts, license fees, other services and freight. Product revenues from customers, including resellers and system integrators, are recognized in the periods that products are shipped (free on board (“FOB”) shipping point) or received by customers (FOB destination), when the fee is fixed or determinable, when collection of resulting receivables is reasonably assured, and we have no remaining obligations. Most revenues to resellers and system integrators are based on firm commitments from the end user, and as a result, resellers and system integrators carry little or no inventory. Revenues from associated engineering and installation contracts are recognized based on milestones or completion of the contracted services. Our customers do not have the right to return product unless the product is found to be defective.

 

We also sell extended repair and maintenance contracts with terms ranging from one to several years, which provide repair and maintenance services after expiration of the original one-year warranty term. Revenues from separately priced extended repair and maintenance contracts are recognized on a straight-line basis, over the contract period, and classified as contract and other revenues.

 

Share-Based Compensation. We account for share-based compensation in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, “Compensation—Stock Compensation” (“ASC 718”) using the modified prospective method which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors based on estimated fair values. ASC 718 requires the use of subjective assumptions, including expected stock price volatility and the estimated term of each award. We estimate the fair value of stock options granted using the Black-Scholes option-pricing model, which is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. This model also utilizes the fair value of our common stock and requires that, at the date of grant, we use the expected term of the share-based award, the expected volatility of the price of our common stock over the expected term, the risk free interest rate and the expected dividend yield of our common stock to determine the estimated fair value. We determine the amount of share-based compensation expense based on awards that we ultimately expect to vest, reduced for estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

 

Allowance for doubtful accounts. Our products are sold to customers in many different markets and geographic locations. We estimate our bad debt reserve on a case-by-case basis due to a limited number of customers. We base these estimates on many factors including customer credit worthiness, past transaction history with the customer, current economic industry trends and changes in customer payment terms. Our judgments and estimates regarding collectability of accounts receivable have an impact on our financial statements.

 

Valuation of Inventory. Our inventory is comprised of raw materials, assemblies and finished products. We must periodically make judgments and estimates regarding the future utility and carrying value of our inventory. The carrying value of our inventory is periodically reviewed and impairments, if any, are recognized when the expected future benefit from our inventory is less than its carrying value.

 

Valuation of Intangible Assets. Intangible assets consist of patents and trademarks that are amortized over their estimated useful lives. We must make judgments and estimates regarding the future utility and carrying value of intangible assets. The carrying values of such assets are periodically reviewed and impairments, if any, are recognized when the expected future benefit to be derived from an individual intangible asset is less than its carrying value. This generally occurs when certain assets are no longer consistent with our business strategy and whose expected future value has decreased.

 

Accrued Expenses. We establish a warranty reserve based on anticipated warranty claims at the time product revenue is recognized. This reserve requires us to make estimates regarding the amount and costs of warranty repairs we expect to make over a period of time. Factors affecting warranty reserve levels include the number of units sold, anticipated cost of warranty repairs, and anticipated rates of warranty claims. Warranty expense is recorded in cost of revenues. We evaluate the adequacy of this reserve each reporting period.

 

We use the recognition criteria of ASC 450-20, “Loss Contingencies” to estimate the amount of bonuses when it becomes probable a bonus liability will be incurred and we recognize expense ratably over the service period. We accrue bonus expense each quarter based on estimated year-end results, and then adjust the actual in the fourth quarter based on our final results compared to targets.

 

Deferred Tax Asset. We evaluate quarterly the realizability of the deferred tax assets and assess the need for a valuation allowance. We record valuation allowances to reduce our deferred tax assets to an amount that we believe is more likely than not to be realized. Realization is dependent on generating sufficient taxable income prior to expiration of the loss carryforwards. Utilizing the net operating loss (“NOL”) carryforwards in future years could be substantially limited due to restrictions imposed under federal and state laws upon a change in ownership or control. Included in the NOL carryforwards are deductions from stock options that, if recognized, will be recorded as a credit to additional paid-in capital rather than through our results of operations. In determining taxable income for financial statement reporting purposes, we must make certain estimates and judgments. These estimates and judgments are applied in the calculation of certain tax liabilities and in the determination of the ability to recover deferred tax assets. The Company will continue to evaluate the ability to realize its net deferred tax assets on an ongoing basis to identify whether any significant changes in circumstances or assumptions have occurred that could materially affect the ability to realize deferred tax assets and will adjust the valuation accordingly.

 

 
20

 

 

Recent Accounting Pronouncements 

 

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

 

Segment and Related Information

 

We are engaged in the design, development and commercialization of directed sound technologies and products. We present our business as one reportable segment due to the similarity in nature of products marketed, financial performance measures (revenue growth and gross margin), methods of distribution (direct and indirect) and customer markets (each product is sold by the same personnel to government and commercial customers, domestically and internationally). Our chief operating decision-making officer reviews financial information on sound products on a consolidated basis. See Note 15 to our consolidated financial statements for further discussion.

 

 Comparison of Results of Operations for Fiscal Years Ended September 30, 2016 and 2015

 

The following table provides for the periods indicated certain items of our consolidated statements of operations expressed in dollars and as a percentage of net sales. The financial information and discussion below should be read in conjunction with the consolidated financial statements and notes contained in this Annual Report.

 

   

Year Ended

                 
   

September 30, 2016

   

September 30, 2015

                 
           

% of Total

           

% of Total

   

Fav(Unfav)

 
   

Amount

   

Revenue

   

Amount

   

Revenue

   

Amount

   

%

 

Revenues:

                                               

Product sales

  $ 15,305,942       93.6 %   $ 15,800,800       94.1 %   $ (494,858 )     (3.1 %)

Contract and other

    1,055,063       6.4 %     983,420       5.9 %     71,643       7.3 %

Total revenues

    16,361,005       100.0 %     16,784,220       100.0 %     (423,215 )     (2.5 %)
                                                 

Cost of revenues

    8,689,484       53.1 %     8,255,663       49.2 %     (433,821 )     (5.3 %)

Gross profit

    7,671,521       46.9 %     8,528,557       50.8 %     (857,036 )     (10.0 %)
                                                 

Operating Expenses:

                                               

Selling, general and administrative

    6,876,792       42.0 %     5,280,704       31.5 %     (1,596,088 )     (30.2 %)

Research and development

    2,387,985       14.6 %     2,028,539       12.1 %     (359,446 )     (17.7 %)

Total operating expenses

    9,264,777       56.6 %     7,309,243       43.6 %     (1,955,534 )     (26.8 %)
                                                 

(Loss) income from operations

    (1,593,256 )     (9.7 %)     1,219,314       7.2 %     (2,812,570 )     (230.7 %)
                                                 

Other Income

    125,497       0.8 %     121,836       0.7 %     3,661       3.0 %
                                                 

(Loss) income from operations before income taxes

    (1,467,759 )     (8.9 %)     1,341,150       7.9 %     (2,808,909 )     (209.4 %)

Income tax benefit

    (186,160 )     (1.1 %)     (8,346,666 )     (49.8 %)     (8,160,506 )     (97.8 %)

Net (loss) income

  $ (1,281,599 )     (7.8 %)   $ 9,687,816       57.7 %   $ (10,969,415 )     (113.2 %)

 

Revenues

 

Revenues decreased $423,215, or 2.5%, in the fiscal year ended September 30, 2016. Revenues for the first half of the fiscal year were lower than the prior year due to the timing of orders. Revenues during the second half of fiscal year 2016 improved over the prior year, but it was not enough to make up for the slow start. International revenues decreased by 19% from the prior year. The sale of units to China for its police force in the prior few years slowed in fiscal year 2016, but is expected to improve in fiscal year 2017. Revenues from sales in Japan decreased due to the timing of orders for their tsunami warning system upgrade, which we expect to improve in fiscal 2017. This led to a 45% decrease in revenues from our mass notification products in fiscal year 2016. We continue to pursue opportunities in mass notification and received two large awards in early fiscal year 2017: $1.3 million from Eurasia for mobile systems and $600,000 for a U.S. maritime port. Following several years of decline, U.S. revenues increased by 47% in fiscal year 2016 as revenues from the U.S. military and other U.S. government agencies grew by 52% compared to the prior fiscal year. We delivered our first major order on our U.S. Army program of record in fiscal year 2016 for $915,000 and were awarded a $7.4 million multi-year contract from the U.S. Navy for military sealift command ships and received several other orders for the U.S. Navy, U.S. Coast Guard, U.S. Marines, Department of State, and various U.S. law enforcement agencies and municipalities. Orders from international militaries and law enforcement agencies also generated strong revenues in fiscal year 2016. The receipt of orders will often be uneven due to the timing of approvals or budgets. We had aggregate deferred revenue of $637,763 and $51,345 for prepayments from customers in advance of product shipment at September 30, 2016 and 2015, respectively.

 

 
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Gross Profit

 

Gross profit for the year ended September 30, 2016 decreased by $857,036, or 10.0%, primarily due to decreased revenue, unfavorable channel mix and lower fixed overhead absorption. In addition, we incurred expenses to increase our inventory reserve for slow moving products and increased fixed manufacturing overhead costs to support our operations. Our warranty costs decreased in 2016 for first year warranty support, but we had some additional expenses incurred this year related to an annual maintenance contact with an international customer.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses increased by $1,596,088, or 30.2%, primarily due to $1,138,183 of non-recurring expenses related to legal and consulting costs resulting from a proxy contest initiated by a stockholder of the Company, severance and related expenses in accordance with a Separation Agreement and General Release related to the departure of the Company’s prior chief executive officer, and recruiting and hiring costs related to the search and hire of a new chief executive officer. We also increased salaries and consulting costs by $358,616, primarily for the addition of two full time business development consultants, marketing expenses for trade shows by $32,795, fees related to administration of the dividend payment and new board member fees by $26,133, commission expense by $17,694 and $22,667 of other increases.

 

We incurred non-cash share-based compensation expenses of $478,695 and $473,118 in the fiscal years ended September 30, 2016 and 2015, respectively.

 

Research and Development Expenses

 

R&D expenses increased by $359,446, or 17.7%, primarily due to $310,048 for increased salaries and benefits for the addition of engineers, $63,629 for increased development costs for prototypes, as well as costs for contracted testing and certification costs, offset by $14,231 of other spending decreases.

 

Included in R&D expenses for the year ended September 30, 2016 was $102,639 of non-cash share-based compensation expenses, compared to $120,728 for the year ended September 30, 2015.

 

Other Income

 

Other income increased by $3,661 due to a decrease of $16,895 for interest income due to lower cash balances, offset by $20,556 for amortization and accretion of our investments.

 

Net Income

 

The decrease in net income was due to the decrease in revenues and gross margin and an increase in operating expenses, primarily due to $1,138,183 of non-recurring expenses. In addition, we recorded $1,840 of tax provision in the current year and recorded a $188,000 non-cash income tax benefit for the release of a portion of our valuation allowance against deferred tax assets based on an assessment of the Company’s historical and projected taxable income, along with any tax planning strategies and any other positive or negative evidence, and determined it was more likely than not that a portion of the deferred tax assets will be realized. In the year ended September 30, 2015, we recorded a tax benefit of $7,700 and released $8,339,000 of our valuation allowance. For additional details, refer to Note 10, Income Taxes.

 

Liquidity and Capital Resources

 

Cash and cash equivalents at September 30, 2016 was $13,466,711, compared to $18,316,103 at September 30, 2015. Other than cash and expected future cash flows from operating activities in subsequent periods, we have no other unused sources of liquidity at this time.

 

Principal factors that could affect the availability of our internally generated funds include:

 

 

ability to meet sales projections;

 

 

government spending levels;

 

 

introduction of competing technologies;

 

 

product mix and effect on margins;

 

 

ability to reduce and manage inventory levels; and

 

 

product acceptance in new markets.

 

 
22

 

 

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.

 

Our Board of Directors approved a share buyback program under which the Company may utilize up to $4 million in cash to repurchase outstanding common shares using available cash and from future cash flow from operations through December 31, 2016. Based on our current cash position, our order backlog, and assuming the accuracy of our currently planned expenditures, we believe we have sufficient capital to fund planned levels of operations for at least the next twelve months. However, we operate in a rapidly evolving and often 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, if at all.

 

Cash Flows

 

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

 

   

Year Ended September 30,

 
   

2016

   

2015

 

Cash (used in) provided by:

               

Operating activities

  $ (1,149,097 )   $ 135,811  

Investing activities

    (999,389 )     (4,654,157 )

Financing activities

    (2,700,906 )     (1,060,295 )

 

Operating Activities

 

Net loss of $1,281,599 for the fiscal year ended September 30, 2016 was reduced by $825,027 of non-cash items that include share-based compensation expense, deferred income taxes, depreciation and amortization, inventory obsolescence and a provision for warranty. Cash generated from operating activities reflected an increase in accrued and other liabilities primarily due to increased deferred revenues from prepayments from customers, decreased prepaid expenses and other – noncurrent, which represents the amortization of our prepaid maintenance agreement, increased payroll and related resulting primarily from increased accrued benefits, and $2,309 for decreased inventory. Cash used in operating activities included an increase in accounts receivable of $1,292,589 due to higher revenues in the last month of the year, decreased accounts payable of $129,376, warranty settlements of $38,588 and increased prepaid expenses and other of $29,972. Net income of $9,687,816 for the fiscal year ended September 30, 2015 was reduced by $7,373,148 of non-cash items that include deferred income taxes, share-based compensation expense, depreciation and amortization, inventory obsolescence and a provision for warranty. Cash generated from operating activities reflected a decrease in accounts receivable of $2,167,728, due to lower revenues and a decrease in prepaid expenses and other – noncurrent of $187,485, which represents the amortization of our prepaid maintenance agreement. Cash used in operating activities included decreased payroll and related of $2,702,307, primarily for the payment of bonuses earned in fiscal year 2014, accrued and other liabilities of $526,017, due to a reduction of prepayments from customers, increased inventory of $1,096,128, based on our current sales forecast, decreased accounts payable of $126,561, increased prepaid expenses and other of $41,719 and warranty settlements of $41,338.

 

We had accounts receivable of $3,408,912 and $2,116,323 at September 30, 2016 and 2015, respectively. The level of trade accounts receivable at September 30, 2016 represented approximately 76 days of revenues for the year compared to 46 days of revenues at September 30, 2015. The increase in days was due to a higher ending receivables balance at September 30, 2016 as a result of higher revenues in September 2016 compared to September 2015, leaving a higher balance at the end of the year. Terms with individual customers vary greatly. We typically require thirty-day terms from our customers. Our receivables can vary dramatically due to overall sales volume and due to quarterly variations in sales and timing of shipments to and receipts from large customers.

 

At September 30, 2016 and 2015, our working capital was $23,093,684 and $25,601,714, respectively. The reduction in working capital was primarily the result of repurchasing $1,748,456 of common stock and the payment of $954,650 of dividends.

 

Investing Activities

 

In the fiscal year ended September 30, 2016, we purchased short and long-term marketable securities of $825,795, compared to $4,299,414 purchased in fiscal year 2015.

 

 
23

 

 

We also used cash in investing activities primarily for the purchase of new computer software, product tooling, computer equipment and new patents and trademarks. Cash used for capital expenditures was $162,322 and $344,266 in the fiscal years ended September 30, 2016 and 2015, respectively. Cash used for investment in new patents and trademarks was $11,272 and $10,477 in the fiscal years ended September 30, 2016 and 2015, respectively. We anticipate continued expenditures for patents and capital expenditures in fiscal year 2017 as we continue to invest in new products and technologies.

 

Financing Activities

 

In the years ended September 30, 2016 and 2015, we received proceeds from the exercise of stock options of $2,200 and $504,371, respectively. The Board of Directors approved a share buyback program in 2013 under which the Company was authorized to repurchase up to $4 million of its outstanding common shares. This program expired on December 31, 2015 and in December 2015, the Board of Directors approved a new buyback program for calendar year 2016 under which the Company is authorized to repurchase up to $4 million of its outstanding common shares. During the year ended September 30, 2016, the Company purchased 1,099,608 shares at an average price paid per share of $1.59 for a total cost of $1,748,456 and in the year ended September 30, 2015, the Company purchased 734,070 shares at an average price paid per share of $2.13 for a total cost of $1,564,666. At September 30, 2016, all repurchased shares were retired.

 

On December 3, 2015, the Company announced a cash dividend of $0.01 per share on the Company’s common stock, payable on January 29, 2016 to stockholders of record on January 15, 2016. On February 4, 2016, the Company announced a cash dividend of $0.01 per share on the Company’s common stock, payable on March 30, 2016 to stockholders of record on March 15, 2016. On May 10, 2016, the Company announced a cash dividend of $0.01 per share on the Company’s common stock, payable on June 30, 2016 to stockholders of record on June 15, 2016. In the year ended September 30, 2016, the Company paid $954,650 to its stockholders. There were no dividends paid during the fourth quarter of fiscal 2016 or the prior fiscal year.

 

Commitments

 

We are committed for our facility lease as more fully described in Note 11, Commitments and Contingencies, to our consolidated financial statements.

 

We have a bonus plan for employees, in accordance with their terms of employment, whereby they can earn a percentage of their salary at three different levels based on meeting three different targeted objectives for earnings per share. The number of shares outstanding used for the calculation is as of October 1, 2015. In fiscal years 2016 and 2015, the Company did not meet the targeted objectives for earnings per share so an accrual was not recorded.

 

In April 2009, our Board of Directors adopted a Change in Control Severance Benefit Plan. The Change of Control Plan provides that in the event of a qualifying termination, the participating executive will be entitled to receive (i) a lump sum payment equal to twenty-four months’ base salary (less applicable tax and other withholdings), (ii) a lump sum payment equal to the 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 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 LRAD.

 

We entered into an employment agreement in August 2016 with our chief executive officer that provides for severance benefits including twelve months’ salary and health benefits, a pro-rata share of his annual cash bonus for the fiscal year in which the termination occurs to which he would have become entitled had he remained employed through the end of such fiscal year, and if his employment is terminated during fiscal year 2019 or later, vesting of a pro-rata share of the stock options held by him that are subject to performance-based vesting based on the extent to which the required performance criteria are achieved in the year of termination and on the portion of the year he was employed. The agreement also has a change of control clause whereby in the event of a specified termination event, the chief executive officer would be entitled to receive in a single lump sum (a) an amount equal to two times the sum of his base salary then in effect and his then target annual cash bonus, (b) a pro-rata share of his annual cash bonus for such year and (c) the cost of his and his dependents’ coverage under COBRA for an 18-month period. In addition, in such event, (i) all of the time-vesting stock options held will vest, unless the termination occurs within the first year of his employment, in which case only the number of options scheduled to vest on the first anniversary of his employment date will vest pro-rated for the period of time he was employed during such one-year period, (ii) 375,000 of the stock options held that are subject to performance-based vesting will vest and (iii) if employment is terminated during fiscal year 2019 or later, a pro-rata share of the stock options held that are subject to performance-based vesting will vest based on the extent to which the required performance criteria are achieved for the fiscal year in which the termination occurs and based on the portion of the year he was employed prior to the termination. There are no other employment agreements with executive officers or other employees providing future benefits or severance arrangements.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements, financings or other relationships with unconsolidated entities or other persons.

 

 
24

 

 

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk.

 

Information requested by this Item is not included as we are electing scaled disclosure requirements available to Smaller Reporting Companies.

 

Item 8.

Financial Statements and Supplementary Data.

 

The financial statements required by this item begin on page F-1 with the index to financial statements followed by the consolidated financial statements.

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

There have been no disagreements or any reportable events requiring disclosure under Item 304(b) of Regulation S-K.

 

Item 9A.

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.

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our Exchange Act Reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures are also designed to ensure that information required to be disclosed in our Exchange Act Reports is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2016 and, based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level.

 

Management’s Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2016 based on the guidelines established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles in the United States. Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of September 30, 2016.

 

This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this Annual Report.

 

Changes in Internal Controls

 

There have been no changes in our internal control over financial reporting since June 30, 2016, in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15, 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.

 

 
25

 

 

Item 9B.

Other Information.

 

None

 

 
26

 

 

PART III

 

Certain information required by this Part III is omitted from this report and is incorporated by reference to our Definitive Proxy Statement to be filed with the SEC in connection with the Annual Meeting of Stockholders to be held in 2017 (the “Proxy Statement”).

 

Item 10.

Directors, Executive Officers and Corporate Governance.

 

The information with respect to our executive officers is set forth in the section entitled “Executive Officers” in Part I of this Annual Report on Form 10-K. The information required by this item with respect to our directors and corporate governance matters is incorporated by reference to the information under the captions “Election of Directors,” “Board and Committee Matters and Corporate Governance Matters” and “Section 16(a) Beneficial Ownership Reporting Compliance” contained in Proxy Statement.

 

Item 11.

Executive Compensation.

 

The information required by this item is incorporated by reference to the information in the Proxy Statement under the caption “Executive Compensation.”

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The information required by this item is incorporated by reference to the information in the Proxy Statement under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information.”

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

 

The information required by this item is incorporated by reference to the information in the Proxy Statement under the captions “Certain Transactions” and “Independence of the Board of Directors.”

 

Item 14.

Principal Accounting Fees and Services.

 

The information required by this item is incorporated by reference to the Proxy Statement, under the heading “Principal Accountant Fees and Services.”

 

 
27

 

 

PART IV

 

Item 15.

Exhibits, Financial Statement Schedules.

 

Index to Consolidated Financial Statements

 

The financial statements required by this item are submitted in a separate section beginning on page F-1 of this annual report.

 

Financial Statement Schedules:

 

None.

 

Exhibits:

 

The following exhibits are incorporated by reference or filed as part of this report.  

   

3.

Articles of Incorporation and Bylaws

   

3.1

Certificate of Incorporation dated March 1, 1992. Incorporated by reference to Exhibit 2.1 on Form 10-SB effective August 1, 1994.

   

3.1.1

Amendment to Certificate of Incorporation dated March 24, 1997 and filed with Delaware on April 22, 1997. Incorporated by reference to Exhibit 3.1.1 on Form 10-QSB for the quarter ended March 31, 1997, dated May 13, 1997.

   

3.1.2

Certificate of Amendment to Certificate of Incorporation filed with Delaware on September 26, 2002. Incorporated by reference to Exhibit 3.1.6 on Form 10-K for the year ended September 30, 2002, dated December 23, 2002.

   

3.1.3

Amendment to Certificate of Incorporation dated March 24, 2010. Incorporated by reference to Exhibit 3.1 on Form 8-K dated March 31, 2010.

   

3.2

Restated Bylaws. Incorporated by reference to Exhibit 3.1 on Form 10-Q for the quarter ended March 31, 2006, dated May 10, 2006.

   

10.

Material Contracts

   

10.1

American Technology Corporation 2005 Equity Incentive Plan (as Amended March 15, 2007). Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on May 14, 2007.+

   

10.2

Form of Stock Option Agreement under the 2005 Equity Incentive Plan for grants on or after August 5, 2005. Incorporated by reference to Exhibit 10.11 on Form 10-Q for the quarter ended June 30, 2005 dated August 9, 2005.+

   

10.3

Employment Letter between American Technology Corporation and Katherine H. McDermott dated June 21, 2007. Incorporated by reference to Exhibit 10.37 on Form 10-K for the year ended September 30, 2007 filed January 7, 2008.+

   

10.4

Change in Control Severance Benefit Plan, issued April 30, 2009. Incorporated by reference to Exhibit 10.15 on Form 10-K for the year ended September 30, 2009 filed December 1, 2009.+

   

10.5

Lease between LRAD Corporation and The Realty Associates Fund VIII, LP dated November 16, 2011. Incorporated by reference to Exhibit 10.15 on Form 10-K filed December 5, 2011.

   

10.6

Form of Indemnification Agreement. Incorporated by reference to Exhibit 10.1 on Form 8-K filed June 27, 2013.

   

10.7

Non-Employee Director Compensation Summary. Incorporated by reference to Exhibit 10.15 on Form 10-K filed November 21, 2013.+

   

10.8

LRAD Corporation 2015 Equity Incentive Plan. Incorporated by reference to Exhibit 10.1 on Form 8-K filed March 24, 2015.+

   

10.9

Form of Stock Award Agreement under the 2015 Equity Incentive Plan. Incorporated by reference to Exhibit 10.2 on Form 8-K filed March 24, 2015.+

   

10.10

Investors Agreement, dated March 11, 2016, by and among LRAD Corporation and the investors listed therein. Incorporated by reference to Exhibit 10.1 on Form 8-K filed on March 14, 2016.

   

10.11

Separation Agreement and General Release, dated March 11, 2016, between LRAD Corporation and Thomas R. Brown. Incorporated by reference to Exhibit 10.1 on Form 8-K filed on March 14, 2016.

   

10.12

Employment Agreement, dated August 1, 2016, by and among LRAD Corporation and Richard Danforth. Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Incorporated by reference to Exhibit 10.1 on Form 8-K filed August 3, 2016.+

 

 
28

 

 

21.

Subsidiaries of the Registrant

   

21.1

Subsidiary of LRAD Corporation. Incorporated by reference to Exhibit 21.1 on Form 10-K filed November 21, 2013.

   

23.

Consents of Experts and Counsel

   

23.1

Consent of Squar Milner LLP.*

   

24.

Power of Attorney

   

24.1

Power of Attorney. Included on signature page.*

   

31.

Certifications

   

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 Katherine H. McDermott, 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 Katherine H. McDermott, Principal Financial Officer.*

   

99.

Additional Exhibits

   

101.INS

XBRL Instance Document

   

101.SCH

XBRL Taxonomy Extension Schema Document

   

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

   

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

   

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

   

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

 


*

Filed herewith.

+

Management contract or compensatory plan or arrangement.

 

 
29

 

 

LRAD Corporation

 

Index to Consolidated Financial Statements

 

Report of Independent Registered Public Accounting Firm

F-1

Consolidated Balance Sheets as of September 30, 2016 and 2015

F-2

Consolidated Statements of Operations for the Years Ended September 30, 2016 and 2015

F-3

Consolidated Statements of Comprehensive Income for the Years Ended September 30, 2016 and 2015

F-3

Consolidated Statements of Stockholders’ Equity for the Years Ended September 30, 2016 and 2015

F-4

Consolidated Statements of Cash Flows for the Years Ended September 30, 2016 and 2015

F-5

Notes to the Consolidated Financial Statements

F-6 – F-21

 

 
F-i

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of

LRAD Corporation:

 

We have audited the accompanying consolidated balance sheets of LRAD Corporation as of September 30, 2016 and 2015, and the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of LRAD Corporation as of September 30, 2016 and 2015, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

 

 

/S/ SQUAR MILNER LLP

 

San Diego, California

December 7, 2016

 

 
F-1

 

 

 

LRAD Corporation

 

Consolidated Balance Sheets

 

   

September 30,

 
   

2016

   

2015

 
                 

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 13,466,711     $ 18,316,103  

Short-term marketable securities

    2,936,124       1,251,947  

Accounts receivable

    3,408,912       2,116,323  

Inventories, net

    4,763,909       4,926,172  

Prepaid expenses and other

    595,638       565,666  

Total current assets

    25,171,294       27,176,211  
                 

Long-term marketable securities

    2,187,536       3,047,166  

Deferred tax assets

    8,527,000       8,339,000  

Property and equipment, net

    473,344       471,963  

Intangible assets, net

    62,905       58,385  

Prepaid expenses and other - noncurrent

    391,454       578,938  

Total assets

  $ 36,813,533     $ 39,671,663  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               

Current liabilities:

               

Accounts payable

  $ 574,566     $ 703,942  

Accrued liabilities

    1,503,044       870,555  

Total current liabilities

    2,077,610       1,574,497  

Other liabilities - noncurrent

    165,038       147,954  

Total liabilities

    2,242,648       1,722,451  

Commitments and contingencies (Note 11)

               
                 

Stockholders' equity:

               

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

    -       -  

Common stock, $0.00001 par value; 50,000,000 shares authorized; 31,800,103 and 32,898,461 shares issued and outstanding, respectively

    318       329  

Additional paid-in capital

    86,467,215       87,608,034  

Accumulated deficit

    (51,895,099 )     (49,658,850 )

Accumulated other comprehensive loss

    (1,549 )     (301 )

Total stockholders' equity

    34,570,885       37,949,212  

Total liabilities and stockholders' equity

  $ 36,813,533     $ 39,671,663  

 

See accompanying notes

 

 
F-2

 

 

 

LRAD Corporation

 

Consolidated Statements of Operations

 

   

Years Ended September 30,

 
   

2016

   

2015

 

Revenues:

               

Product sales

  $ 15,305,942     $ 15,800,800  

Contract and other

    1,055,063       983,420  

Total revenues

    16,361,005       16,784,220  

Cost of revenues

    8,689,484       8,255,663  

Gross profit

    7,671,521       8,528,557  
                 

Operating expenses:

               

Selling, general and administrative

    6,876,792       5,280,704  

Research and development

    2,387,985       2,028,539  

Total operating expenses

    9,264,777       7,309,243  
                 

(Loss) income from operations

    (1,593,256 )     1,219,314  
                 

Other income

    125,497       121,836  
                 

(Loss) income from operations before income taxes

    (1,467,759 )     1,341,150  

Income tax benefit

    (186,160 )     (8,346,666 )

Net (loss) income

  $ (1,281,599 )   $ 9,687,816  
                 

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

  $ (0.04 )   $ 0.29  

Weighted average common shares outstanding:

               

Basic

    31,970,600       33,174,546  

Diluted

    31,970,600       33,574,919  

Cash dividends declared per common share

  $ 0.03     $ -  

 

 

LRAD Corporation

Consolidated Statements of Comprehensive (Loss) Income

 

   

Year Ended September 30,

 
   

2016

   

2015

 
                 

Net (loss) income

  $ (1,281,599 )   $ 9,687,816  

Other comprehensive loss, net of tax:

               

Unrealized loss on marketable securities, net of tax

    (1,248 )     (301 )

Other comprehensive loss

    (1,248 )     (301 )

Comprehensive (loss) income

  $ (1,282,847 )   $ 9,687,515  

 

See accompanying notes

 

 
F-3

 

 

 

LRAD Corporation

 

Consolidated Statements of Stockholders’ Equity

 

                                   

Accumulated

         
                   

Additional

           

Other

   

Total

 
   

Common Stock

   

Paid-in

   

Accumulated

   

Comprehensive

   

Stockholders'

 
   

Shares

   

Amount

   

Capital

   

Deficit

   

Loss

   

Equity

 

Balances, September 30, 2014

    33,236,489       332       88,049,125       (59,346,666 )     -       28,702,791  

Share-based compensation expense

    -       -       619,201       -       -       619,201  

Issuance of common stock upon exercise of stock options, net

    396,042       4       504,367       -       -       504,371  

Repurchase of common stock

    (734,070 )     (7 )     (1,564,659 )     -       -       (1,564,666 )

Other comprehensive loss

    -       -       -       -       (301 )     (301 )

Net income

    -       -       -       9,687,816       -       9,687,816  

Balances, September 30, 2015

    32,898,461     $ 329     $ 87,608,034     $ (49,658,850 )   $ (301 )   $ 37,949,212  

Share-based compensation expense

    -       -       605,426       -       -       605,426  

Issuance of common stock upon exercise of stock options, net

    1,250       -       2,200                       2,200  

Repurchase of common stock

    (1,099,608 )     (11 )     (1,748,445 )     -       -       (1,748,456 )

Common stock cash dividends

    -       -       -       (954,650 )     -       (954,650 )

Other comprehensive loss

    -       -       -       -       (1,248 )     (1,248 )

Net loss

    -       -       -       (1,281,599 )     -       (1,281,599 )

Balances, September 30, 2016

    31,800,103     $ 318     $ 86,467,215     $ (51,895,099 )   $ (1,549 )   $ 34,570,885  

 

See accompanying notes

 

 
F-4

 

 

 

LRAD Corporation

 

Consolidated Statements of Cash Flows

  

   

Years Ended September 30,

 
   

2016

   

2015

 

Operating Activities:

               

Net (loss) income

  $ (1,281,599 )   $ 9,687,816  
                 

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

               

Depreciation and amortization

    167,693       238,314  

Warranty provision

    79,954       42,645  

Inventory obsolescence

    159,954       65,692  

Share-based compensation

    605,426       619,201  

Deferred income taxes

    (188,000 )     (8,339,000 )

Changes in operating assets and liabilities:

               

Accounts receivable

    (1,292,589 )     2,167,728  

Inventories

    2,309       (1,096,128 )

Prepaid expenses and other

    (29,972 )     (41,719 )

Prepaid expenses and other - noncurrent

    187,484       187,485  

Accounts payable

    (129,376 )     (126,561 )

Payroll and related

    51,929       (2,702,307 )

Warranty settlements

    (38,588 )     (41,338 )

Accrued and other liabilities

    556,278       (526,017 )

Net cash (used in) provided by operating activities

    (1,149,097 )     135,811  
                 

Investing Activities:

               

Purchases of marketable securities

    (825,795 )     (4,299,414 )

Capital expenditures

    (162,322 )     (344,266 )

Patent costs paid

    (11,272 )     (10,477 )

Net cash used in investing activities

    (999,389 )     (4,654,157 )
                 

Financing Activities:

               

Repurchase of common stock

    (1,748,456 )     (1,564,666 )

Proceeds from exercise of stock options

    2,200       504,371  

Common stock cash dividends paid

    (954,650 )     -  

Net cash used in financing activities

    (2,700,906 )     (1,060,295 )

Net decrease in cash

    (4,849,392 )     (5,578,641 )

Cash and cash equivalents, beginning of period

    18,316,103       23,894,744  

Cash and cash equivalents, end of period

  $ 13,466,711     $ 18,316,103  

 

See accompanying notes

 

 
F-5

 

 

 

LRAD Corporation

 

Notes to the Consolidated Financial Statements

 

1. OPERATIONS

 

LRAD Corporation, a Delaware corporation (the “Company”), is engaged in design, development and commercialization of directed and omnidirectional sound technologies and products. The principal markets for the Company’s proprietary sound reproduction technologies and products are in North and South America, Europe, Middle East and Asia.

 

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

PRINCIPLES OF CONSOLIDATION

 

The Company has a currently inactive wholly owned subsidiary, LRAD International Corporation, which the Company formed to conduct international marketing, sales and distribution activities. The consolidated financial statements include the accounts of this subsidiary after elimination of intercompany transactions and accounts.

 

USE OF ESTIMATES

 

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions (e.g., share-based compensation valuation, valuation of inventory and intangible assets, warranty reserve, accrued bonus and valuation allowance related to deferred tax assets) that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and affect the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates.

 

CONCENTRATION OF CREDIT RISK

 

The Company sells its products to a large number of geographically diverse customers. The Company routinely assesses the financial strength of its customers and generally does not require collateral or other security to support customer receivables. At September 30, 2016, accounts receivable from three customers accounted for 27%, 24% and 12% of total accounts receivable with no other single customer accounting for more than 10% of the accounts receivable balance. At September 30, 2015, accounts receivable from two customers accounted for 21% and 19% of total accounts receivable with no other single customer accounting for more than 10% of the accounts receivable balance.

 

The Company maintains cash and cash equivalent accounts with Federal Deposit Insurance Corporation (“FDIC”) insured financial institutions. We place our cash investments in instruments that meet high credit quality standards, as specified in our investment policy guidelines such as money market funds, corporate bonds, municipal bonds and Certificates of Deposit. These guidelines also limit the amount of credit exposure to any one issue, issuer or type of instrument. It is generally our policy to invest in instruments that have a final maturity of no longer than three years, with a portfolio weighted average maturity of no longer than 18 months.

 

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.

 

The Company considers any amounts pledged as collateral or otherwise restricted for use in current operations to be restricted cash. 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. At September 30, 2016 and 2015, the amount of restricted cash was $39,406.

 

MARKETABLE SECURITIES

 

The Company accounts for investments in debt instruments as available-for-sale. Management determines the appropriate classification of such securities at the time of purchase and re-evaluates such classification as of each balance sheet date. Marketable securities are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), net of tax. The realized gains and losses on marketable securities are determined using the specific identification method.

 

 
F-6

 

 

ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

 

The Company carries its accounts receivable at their historical cost, less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts for estimated losses considering the following factors when determining if collection of a receivable is reasonably assured: customer credit-worthiness, past transaction history with the customer, current economic industry trends and changes in customer payment terms. If the Company has no previous experience with the customer, the Company may obtain reports from various credit organizations to ensure that the customer has a history of paying its creditors. The Company may also request financial information to ensure that the customer has the means of making payment. If these factors do not indicate collection is reasonably assured, revenue is deferred until collection becomes reasonably assured, which is generally upon receipt of cash. There was no deferred revenue at September 30, 2016 or 2015 as a result of collection issues. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. The Company determines allowances on a customer specific basis. The Company had no allowances for doubtful accounts at September 30, 2016 and 2015.

 

CONTRACT MANUFACTURERS

 

The Company employs contract manufacturers for production of certain components and sub-assemblies. The Company may provide parts and components to such parties from time to time, but recognizes no revenue or markup on such transactions. During fiscal year 2016, the Company performed assembly of products in-house using components and sub-assemblies from a variety of contract manufacturers and suppliers.

 

INVENTORIES

 

Inventories are valued at the lower of cost or net realizable value. Cost is determined using a standard cost system whereby differences between the standard cost and purchase price are recorded as a purchase price variance in cost of revenues. Inventory is comprised of raw materials, assemblies and finished products intended for sale. The Company periodically makes judgments and estimates regarding the future utility and carrying value of inventory. The carrying value of inventory is periodically reviewed and impairments, if any, are recognized when the expected net realizable value is less than carrying value. The Company has inventory reserves for estimated obsolescence or unmarketable inventory, which is equal to the difference between the cost of inventory and the estimated market value, based upon assumptions about future demand and market conditions. The Company increased its inventory reserve by $159,954 and $65,692 during the years ended September 30, 2016 and 2015, respectively, based on expected usage of components resulting from changes in product lines and customer demand.

 

EQUIPMENT AND DEPRECIATION

 

Equipment is stated at cost. Depreciation on machinery and equipment and office furniture and equipment is computed over the estimated useful lives of two to seven years using the straight-line method. Leasehold improvements are amortized over the life of the lease. Upon retirement or disposition of equipment, the related cost and accumulated depreciation is removed, and a gain or loss is recorded.

 

INTANGIBLES

 

Intangible assets, which consist of patents and trademarks, are carried at cost less accumulated amortization. Intangible assets are amortized over their estimated useful lives, which have been estimated to be 15 years. The carrying value of intangibles is periodically reviewed and impairments, if any, are recognized when the future undiscounted cash flows realized from the assets is less than its carrying value.

 

LEASES

 

Leases entered into are classified as either capital or operating leases. At the time a capital lease is entered into, an asset is recorded, together with its related long-term obligation to reflect the purchase and financing. At September 30, 2016 and 2015, the Company had no capital lease obligations.

 

REVENUE RECOGNITION

 

The Company derives its revenue primarily from two sources: (i) product revenues, and (ii) contracts, license fees, other services, and freight.

 

Product revenues from customers, including resellers and system integrators, are recognized in the periods that products are shipped (FOB shipping point) or received by customers (FOB destination), when the fee is fixed or determinable, when collection of resulting receivables is reasonably assured, and there are no remaining obligations for the Company. Most revenues to resellers and system integrators are based on firm commitments from the end user; as a result, resellers and system integrators carry little or no inventory. Revenues from associated engineering and installation contracts are recognized based on milestones or completion of the contracted services. The Company’s customers do not have the right to return product unless the product is found to be defective.

 

 
F-7

 

 

The Company also sells extended repair and maintenance contracts with terms ranging from one to several years, which provide repair and maintenance services after expiration of the original one year warranty term. Revenues from separately priced extended repair and maintenance contracts are recognized on a straight-line basis over the contract period and classified as contract and other revenues.

 

SHIPPING AND HANDLING COSTS

 

Shipping and handling costs are included in cost of revenues. Shipping and handling costs invoiced to customers are included in revenue. Actual shipping and handling costs were $128,380 and $120,317 for the fiscal years ended September 30, 2016 and 2015, respectively. Actual revenues from shipping and handling were $78,975 and $99,584 for the fiscal years ended September 30, 2016 and 2015, respectively.

 

ADVERTISING

 

Advertising costs are charged to expense as incurred. The Company expensed $66,353 and $61,680 for the years ended September 30, 2016 and 2015, respectively, for advertising costs.

 

RESEARCH AND DEVELOPMENT COSTS

 

Research and development costs are expensed as incurred.

 

WARRANTY RESERVES

 

The Company warrants its products to be free from defects in materials and workmanship for a period of one year from the date of purchase. The warranty is generally limited. The Company currently provides direct warranty service. Some agreements with OEM customers, from time to time, may require that certain quantities of product be made available for use as warranty replacements. International market warranties are generally similar to the U.S. market. The Company also sells extended warranty contracts and maintenance agreements.

 

The Company establishes a warranty reserve based on anticipated warranty claims at the time product revenues are 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. The warranty reserve was $356,984 and $315,618 at September 30, 2016 and 2015, respectively.

 

INCOME TAXES

 

The Company determines its income tax provision using the asset and liability method. Temporary differences are differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years. A valuation allowance is recorded by the Company to the extent it is more likely than not that some portion or all of the deferred tax asset will not be realized. Significant management judgment is required in assessing the ability to realize the Company’s deferred tax assets. The ultimate realization of deferred tax assets is dependent upon generation of future taxable income and the tax rates in effect at that time. Additional information regarding income taxes appears in Note 10, Income Taxes.

 

IMPAIRMENT OF LONG-LIVED ASSETS

 

Long-lived assets and identifiable intangibles held for use are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the sum of undiscounted expected future cash flows is less than the carrying amount of the asset, or if changes in facts and circumstances indicate this, an impairment loss is measured and recognized using the asset’s fair value.

 

SEGMENT INFORMATION

 

The Company presents its business as one reportable segment due to the similarity in nature of products provided, financial performance measures (revenue growth and gross margin), methods of distribution (direct and indirect) and customer markets (each product is sold by the same personnel to government and commercial customers, domestically and internationally). The Company’s chief operating decision-making officer reviews financial information on sound products on a consolidated basis. See Note 15, Major Customers, Suppliers, Segment and Related Information, for additional information.

 

NET (LOSS) INCOME PER SHARE

 

Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted net income per share reflects the potential dilution of securities that could occur if outstanding securities convertible into common stock were exercised or converted. See Note 14, Net (Loss) Income Per Share, for additional information.

 

 
F-8

 

 

FOREIGN CURRENCY TRANSLATION

 

The Company’s functional currency is U.S. dollars as substantially all of the Company’s operations use this denomination. Foreign sales to date have been denominated in U.S. dollars. Transactions undertaken in other currencies, which have not been material, are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses are included in the statements of operations.

 

SHARE-BASED COMPENSATION

 

The Company recognized share-based compensation expense related to qualified and non-qualified stock options issued to employees and directors over the expected vesting term of the stock-based instrument based on the grant date fair value. Forfeitures are estimated at the time of the grant and revised in subsequent periods if actual forfeitures differ from those estimates or if the Company updates its estimated forfeiture rate. See Note 12, Share-based Compensation, for additional information.

 

RECLASSIFICATIONS 

 

Where necessary, the prior year’s information has been reclassified to conform to the fiscal year 2016 statement presentation. These reclassifications had no effect on previously reported results of operations or accumulated deficit.

 

SUBSEQUENT EVENTS

 

Management has evaluated events subsequent to September 30, 2016 through the date the accompanying consolidated financial statements were filed with the Securities and Exchange Commission and noted that there have been no events or transactions which would affect the Company’s consolidated financial statements for the year ended September 30, 2016.

 

3. RECENT ACCOUNTING PRONOUNCEMENTS

 

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This guidance changes how companies account for certain aspects of share-based payments to employees. Among other things, under the new guidance, companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in-capital (“APIC”), but will instead record such items as income tax expense or benefit in the income statement, and APIC pools will be eliminated. Companies will apply this guidance prospectively. Another component of the new guidance allows companies to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards, whereby forfeitures can be estimated, as required today, or recognized when they occur. If elected, the change to recognize forfeitures when they occur needs to be adopted using a modified retrospective approach. All of the guidance will be effective for the Company in the fiscal year beginning October 1, 2017. Early adoption is permitted. The Company is currently evaluating the impact of this guidance, if any, on its financial statements and related disclosures.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which issued new guidance related to leases that outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The new guidance must be adopted using the modified retrospective approach and will be effective for the Company in the fiscal year beginning October 1, 2019. Early adoption is permitted. The Company is currently evaluating the impact of this guidance, if any, on its financial statements and related disclosures.

 

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The guidance requires an entity to measure inventory at the lower of cost or net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation, rather than the lower of cost or market in the previous guidance. This amendment applies to inventory that is measured using first-in, first-out (FIFO). This amendment is effective for public entities for fiscal years beginning after December 15, 2016, including interim periods within those years. A reporting entity should apply the amendments prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact of this guidance, if any, on its consolidated financial statements and related disclosures.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. generally accepted accounting principles when it becomes effective. In July 2015, the FASB deferred the effective date of the standard by an additional year; however, it provided companies the option to adopt one year earlier, commensurate with the original effective date. Accordingly, the standard will be effective for the Company in the fiscal year beginning October 1, 2018, with an option to adopt the standard for the fiscal year beginning October 1, 2017. The Company is currently evaluating this standard and has not yet selected a transition method or the effective date on which it plans to adopt the standard, nor has it determined the effect of the standard on its financial statements and related disclosures.

 

 
F-9

 

 

4. 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.

 

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:     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 was determined based on Level 1 and Level 2 inputs. The Company did not have any marketable securities in the Level 3 category as of September 30, 2016 or September 30, 2015. 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.

 

Instruments Measured at Fair Value

 

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 September 30, 2016 and 2015.

 

   

September 30, 2016

 
           

Unrealized

   

Fair

   

Cash

   

Short-term

   

Long-term

 
   

Cost Basis

   

Gains/(Losses)

   

Value

   

Equivalents

   

Securities

   

Securities

 
                                                 

Level 1:

                                               

Money Market Funds

  $ -     $ -     $ 95,538     $ 95,538     $ -     $ -  
                                                 

Level 2:

                                               

Certificates of deposit

  $ 3,236,168     $ -     $ 3,236,168     $ -     $ 1,299,133     $ 1,937,035  

Municipal securities

    140,637       -       140,637       -       140,637       -  

Corporate bonds

    1,748,404       (1,549 )     1,746,855       -       1,496,354       250,501  

Subtotal

    5,125,209       (1,549 )     5,123,660       -       2,936,124       2,187,536  
                                                 

Total

  $ 5,125,209     $ (1,549 )   $ 5,219,198     $ 95,538     $ 2,936,124     $ 2,187,536  

 

 
F-10

 

 

   

September 30, 2015

 
           

Unrealized

   

Fair

   

Cash

   

Short-term

   

Long-term

 
   

Cost Basis

   

Gains/(Losses)

   

Value

   

Equivalents

   

Securities

   

Securities

 
                                                 

Level 1:

                                               

Money Market Funds

  $ 301,193     $ -     $ 301,193     $ 301,193     $ -     $ -  
                                                 

Level 2:

                                               

Certificates of deposit

    3,296,238       -       3,296,238       -       249,072       3,047,166  

Municipal securities

    654,205       293       654,498       160,058       494,440       -  

Corporate bonds

    509,029       (594 )     508,435       -       508,435       -  

Subtotal

    4,459,472       (301 )     4,459,171       160,058       1,251,947       3,047,166  
                                                 

Total

  $ 4,760,665     $ (301 )   $ 4,760,364     $ 461,251     $ 1,251,947     $ 3,047,166  

 

 

5. INVENTORIES

 

Inventories consisted of the following:

 

   

September 30,

 
   

2016

   

2015

 

Raw materials

  $ 4,393,928     $ 4,562,535  

Finished goods

    775,628       763,227  

Work in process

    174,485       20,588  

Inventories, gross

    5,344,041       5,346,350  

Reserve for obsolescence

    (580,132 )     (420,178 )

Inventories, net

  $ 4,763,909     $ 4,926,172  

 

 

The Company had raw materials located at supplier locations of $97,515 and $80,098 at September 30, 2016 and 2015, respectively.

 

The Company relies on one supplier for compression drivers for its LRAD product and is making efforts to obtain alternative suppliers to reduce such reliance. The Company’s ability to manufacture its LRAD product could be adversely affected if it were to lose this sole source supplier and was unable to find an alternative supplier.

 

6. PROPERTY AND EQUIPMENT

 

Property and equipment consisted of the following:

 

   

September 30,

 
   

2016

   

2015

 

Machinery and equipment

  $ 957,829     $ 940,289  

Office furniture and equipment

    976,856       877,011  

Leasehold improvements

    71,738       67,913  

Property and equipment, gross

    2,006,423       1,885,213  

Accumulated depreciation

    (1,533,079 )     (1,413,250 )

Property and equipment, net

  $ 473,344     $ 471,963  

 

   

Year Ended September 30,

 
   

2016

   

2015

 

Depreciation expense

  $ 160,941     $ 232,387  

 

 
F-11

 

 

7. INTANGIBLE ASSETS

 

Intangible assets related to patents and trademarks consisted of the following:

 

   

September 30,

 
   

2016

   

2015

 

Cost

  $ 108,247     $ 96,975  

Accumulated amortization

    (45,342 )     (38,590 )

Intangible assets, net

  $ 62,905     $ 58,385  

 

   

Year ended September 30,

 
   

2016

   

2015

 

Amortization expense

  $ 6,752     $ 5,927  

 

Estimated Amortization Expense Years Ended September 30,

       

2017

  $ 7,092  

2018

    7,092  

2019

    7,092  

2020

    7,092  

2021

    7,092  

Thereafter

    27,445  
Total estimated amortization expense   $ 62,905  

 

 8. PREPAID MAINTENANCE AGREEMENT

 

At March 31, 2011, prepaid expenses included $1,500,000 paid to a third party service provider in connection with the Company’s obligations under a sales contract to a foreign military service to provide repair and maintenance services over an eight year period for products sold thereunder. The total prepaid expense is being amortized on a straight-line basis at an annual rate of $187,500 over the eight-year contract period to correspond with the revenues for these services, and is being recognized as a component of cost of sales. Accordingly, as of September 30, 2016, $187,500 of the total prepayment was classified as a current asset and $281,250 was classified as noncurrent. As of September 30, 2015, $187,500 of the total prepayment was classified as a current asset and $468,750 was classified as noncurrent.

 

 
F-12

 

 

9. ACCRUED AND OTHER LIABILITIES—NONCURRENT

 

Accrued liabilities consisted of the following:

 

   

September 30,

 
   

2016

   

2015

 
                 

Payroll and related

  $ 382,845     $ 330,916  

Deferred revenue

    637,763       51,345  

Warranty reserve

    285,402       289,660  

Accrued contract costs

    197,034       197,034  

Other

    -       1,600  

Total

  $ 1,503,044     $ 870,555  

 

Other liabilities - noncurrent consisted of the following:

 

Deferred rent

  $ 93,456     $ 121,996  

Extended warranty

    71,582       25,958  

Total

  $ 165,038     $ 147,954  

 

 

Payroll and related

 

Accrued payroll and related consists primarily of accrued vacation, as well as accrued sales commissions and benefits at September 30, 2016 and 2015.

 

Deferred Revenue

 

Deferred revenue at September 30, 2016 included prepayments from customers on current orders scheduled for delivery in the year ended September 30, 2017.

 

Warranty Reserve 

 

Details of the estimated warranty reserve were as follows:

 

   

Years ended September 30,

 
   

2016

   

2015

 

Beginning balance

  $ 315,618     $ 314,311  

Warranty provision

    79,954       42,645  

Warranty settlements

    (38,588 )     (41,338 )

Ending balance

  $ 356,984     $ 315,618