10-Q 1 lrad20190331_10q.htm FORM 10-Q lrad20190331_10q.htm
 

 



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


(Mark one)

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

 

For the quarterly period ended March 31, 2019

 

or

 

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

 

For the transition period from                          to                           .

 

Commission File Number: 000-24248


 

 

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 Number)

   

16262 West Bernardo Drive, San Diego,

California

92127

(Address of principal executive offices)

(Zip Code)

 

(858) 676-1112

(Registrant’s telephone number, including area code)


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

 

Title of each class

Trading Symbol(s)

Name of each exchange on which securities are registered

 

Common stock, $0.00001 par value per share

LRAD

NASDAQ Capital Market

 

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

 

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

 

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

 

Large accelerated filer

Accelerated filer

       

Non-accelerated filer

☐  

Smaller reporting company

 

Emerging growth company ☐

   

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

 

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

 

The number of shares of Common Stock, $0.00001 par value, outstanding on May 3, 2019 was 32,572,118.

 



 

 
 

 

PART I. FINANCIAL INFORMATION

 

Item 1.     Financial Statements

LRAD Corporation

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   

March 31,

         
   

2019

   

September 30,

 
   

(Unaudited)

   

2018

 

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 7,723,503     $ 11,063,091  

Short-term marketable securities

    3,108,878       3,592,175  

Restricted cash

    390,008       403,427  

Accounts receivable, net

    6,757,217       2,785,997  

Inventories, net

    8,305,843       6,734,183  

Prepaid expenses and other

    687,594       3,091,401  

Total current assets

    26,973,043       27,670,274  
                 

Long-term marketable securities

    1,695,341       1,200,541  

Long-term restricted cash

    339,624       339,556  

Deferred tax assets, net

    5,399,853       5,957,000  

Property and equipment, net

    2,484,109       2,448,725  

Goodwill

    2,364,633       2,445,990  

Intangible assets, net

    1,355,709       1,557,346  

Other assets

    124,005       241,365  

Total assets

  $ 40,736,317     $ 41,860,797  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               

Current liabilities:

               

Accounts payable

  $ 1,227,925     $ 3,083,344  

Accrued liabilities

    3,334,159       3,199,864  

Notes payable, current portion

    286,728       296,594  

Total current liabilities

    4,848,812       6,579,802  
                 

Notes payable, less current portion

    33,744       52,358  

Other liabilities, noncurrent

    2,083,218       1,739,430  

Total liabilities

    6,965,774       8,371,590  
                 

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; 32,572,118 and 33,176,146 shares issued and outstanding, respectively

    326       332  

Additional paid-in capital

    88,431,123       90,251,145  

Accumulated deficit

    (54,292,105 )     (56,516,895 )

Accumulated other comprehensive loss

    (368,801 )     (245,375 )

Total stockholders' equity

    33,770,543       33,489,207  

Total liabilities and stockholders' equity

  $ 40,736,317     $ 41,860,797  

 

See accompanying notes

 

1

 
 

 

LRAD Corporation

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   

Three months ended

   

Six months ended

 
   

March 31,

   

March 31,

 
   

2019

   

2018

   

2019

   

2018

 

Revenues:

                               

Product sales

  $ 9,340,523     $ 7,125,258       18,688,691       14,461,283  

Contract and other

    851,168       743,190       1,680,559       1,035,732  

Total revenues

    10,191,691       7,868,448       20,369,250       15,497,015  

Cost of revenues

    5,001,183       3,832,468       10,089,484       7,503,494  
                                 

Gross Profit

    5,190,508       4,035,980       10,279,766       7,993,521  
                                 

Operating expenses

                               

Selling, general and administrative

    2,475,378       2,517,891       5,226,386       4,706,289  

Research and development

    1,279,744       913,935       2,328,119       1,691,972  

Total operating expenses

    3,755,122       3,431,826       7,554,505       6,398,261  
                                 

Income from operations

    1,435,386       604,154       2,725,261       1,595,260  
                                 

Other income and expense, net

    17,608       15,205       56,676       49,735  
                                 

Income from operations before income taxes

    1,452,994       619,359       2,781,937       1,644,995  

Income tax expense

    274,144       158,451       557,147       2,867,339  

Net income (loss)

  $ 1,178,850     $ 460,908     $ 2,224,790     $ (1,222,344 )
                                 

Net income (loss) per common share

                               

Basic

  $ 0.04     $ 0.01     $ 0.07     $ (0.04 )

Diluted

  $ 0.04     $ 0.01     $ 0.07     $ (0.04 )
                                 

Weighted average common shares outstanding:

                               

Basic

    32,584,952       32,275,647       32,738,871       32,212,286  

Diluted

    33,077,255       33,299,206       33,272,164       32,212,286  

 

 

 

LRAD Corporation

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

 

(Unaudited)

 

   

Three months ended

   

Six months ended

 
   

March 31,

   

March 31,

 
   

2019

   

2018

   

2019

   

2018

 

Net income (loss)

  $ 1,178,850     $ 460,908     $ 2,224,790     $ (1,222,344 )

Other comprehensive income (loss), net of tax

                               

Unrealized gain (loss) on marketable securities

    10,232       (8,837 )     9,620       (16,868 )

Unrealized foreign currency gain (loss)

    (79,323 )     4,355       (133,046 )     4,355  

Comprehensive income (loss)

  $ 1,109,759     $ 456,426     $ 2,101,364     $ (1,234,857 )

 

See accompanying notes

 

2

 
 

 

LRAD Corporation

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   

Six months ended

 
   

March 31,

 
   

2019

   

2018

 

Operating Activities:

               

Net income (loss)

  $ 2,224,790     $ (1,222,344 )
                 

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

               

Depreciation and amortization

    417,637       193,809  

Warranty provision

    44,037       12,361  

Inventory obsolescence

    133,259       85,435  

Share-based compensation

    305,820       284,250  

Deferred income taxes

    557,147       2,867,339  

Changes in operating assets and liabilities:

               

Accounts receivable, net

    (3,981,947 )     389,434  

Inventories, net

    (1,704,919 )     (271,543 )

Prepaid expenses and other

    2,401,303       174,589  

Other assets

    116,973       (60,614 )

Accounts payable

    (1,847,512 )     502,933  

Payroll and related

    (553,919 )     (656,540 )

Warranty settlements

    (18,078 )     (22,258 )

Accrued and other liabilities

    1,021,149       622,485  

Net cash (used in) provided by operating activities

    (884,260 )     2,899,336  
                 

Investing Activities:

               

Purchases of marketable securities

    (2,318,646 )     (2,402,346 )

Proceeds from maturities of marketable securities

    2,316,764       2,401,856  

Capital expenditures

    (299,965 )     (90,135 )

Purchase of Genasys, net of cash and restricted cash acquired

    -       (2,246,545 )

Net cash used in investing activities

    (301,847 )     (2,337,170 )
                 

Financing Activities:

               

Proceeds from exercise of stock options

    45,172       185,718  

Repurchase of common stock

    (2,171,022 )     -  

Proceeds from the issuance of unsecured promissory notes

    -       63,144  

Payments on promissory notes

    (17,044 )     (414,477 )

Net cash used in financing activities

    (2,142,894 )     (165,615 )

Effect of foreign exchange rate on cash

    (23,938 )     335  

Net decrease in cash, cash equivalents, and restricted cash

    (3,352,939 )     396,886  

Cash, cash equivalents and restricted cash, beginning of period

    11,806,074       12,803,887  

Cash, cash equivalents and restricted cash, end of period

  $ 8,453,135     $ 13,200,773  
                 

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

               

Cash and cash equivalents

  $ 7,723,503     $ 12,732,882  

Restricted cash, current portion

    390,008       363,745  

Long-term restricted cash

    339,624       104,146  

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

  $ 8,453,135     $ 13,200,773  

 

See accompanying notes

 

3

 

 

LRAD Corporation

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   

Six Months Ended March 31,

 

 

 

2019

   

2018

 
Supplemental disclosures of cash flow information:            

Interest paid

  $ 2,860     $ 9,186  
                 

Noncash investing and financing activities:

               

Change in unrealized loss on marketable securities

  $ 9,620     $ (16,868 )
                 

Business combinations accounted for as a purchase:

               

Fair value of assets acquired

  $ -     $ 5,520,504  

Cash paid or payable

    -       (3,011,439 )

Liabilities assumed

  $ -     $ 2,509,065  

 

See accompanying notes

 

4

 

 

LRAD Corporation

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

 

1. OPERATIONS

 

LRAD® Corporation, a Delaware corporation (the “Company”), is engaged in the design, development and commercialization of directed and multidirectional sound technologies, voice broadcast products, and location-based public safety mass messaging solutions for emergency warning and workforce management. The principal markets for the Company’s proprietary sound reproduction technologies, voice broadcast products and mass messaging solutions are in North and South America, Europe, Middle East and Asia.

 

 

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

General

 

The Company’s unaudited interim condensed consolidated financial statements included herein have been prepared in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X and the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In management’s opinion, the accompanying statements reflect adjustments necessary to present fairly the financial position, results of operations, and cash flows for those periods indicated, and contain adequate disclosure to make the information presented not misleading. Adjustments included herein are of a normal, recurring nature unless otherwise disclosed in the footnotes. The condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended September 30, 2018 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on December 21, 2018. The accompanying condensed consolidated balance sheet at September 30, 2018 has been derived from the audited consolidated balance sheet at September 30, 2018 contained in the above referenced Form 10-K. Results of operations for interim periods are not necessarily indicative of the results of operations for a full year.

 

Principles of Consolidation

 

The Company has three wholly owned subsidiaries, Genasys II Spain, S.A.U. and two currently inactive subsidiaries, Genasys America de CV and LRAD International Corporation. The condensed consolidated financial statements include the accounts of these subsidiaries after elimination of intercompany transactions and accounts.

 

Reclassifications

 

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

 

 

3. RECENT ACCOUNTING PRONOUNCEMENTS

 

New pronouncements pending adoption

 

In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-7, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-7”), which amends and expands Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The standard requires entities to measure nonemployee share-based payment transactions by estimating the fair value of the equity instrument it is obligated to issue, measure the equity-classified nonemployee share-based payment awards at the grant date, and consider the probability of satisfying performance conditions when accounting for nonemployee share based payment awards with such conditions. ASU 2018-7 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that fiscal year. Accordingly, this guidance will be effective for the Company in the fiscal year beginning October 1, 2019. The Company is currently evaluating the impact, if any, adoption of this guidance will have on its consolidated financial statements and related disclosures.

 

In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220). The amendments in this ASU allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The amendments in this update also require certain disclosures about stranded tax effects. The guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted, including interim periods within that fiscal year. The Company expects that the adoption of this ASU will not have a material impact on its consolidated financial statements.

 

5

 

 

In February 2016, the FASB issued ASU No. 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. Although the Company has not completed its assessment of the full impact on its consolidated financial statements of the adoption of Topic 842, the Company currently believes that the most significant changes will be related to the recognition of a right-to-use asset and a corresponding lease liability on its consolidated balance sheet for the new facility lease described in Note 13.

 

New pronouncements adopted

 

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash, which amends Topic 230 to add or clarify guidance on the classification and presentation of restricted cash in the statement of cash flows. The standard requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The provisions of this guidance are to be applied using a retrospective transition method to each period presented. ASU No. 2016-18 was effective for annual reporting periods beginning after December 15, 2017, and interim periods within those years, with early adoption permitted. The Company adopted ASU No. 2016-18 effective January 1, 2018. For the year ended September 30, 2018 and the six months ended March 31, 2019, restricted cash balances are due to a security deposit for the Company’s new office lease, as described in Note 13, Commitments and Contingencies, and restricted cash held as collateral for notes payable, as described in Note 11, Debt. The adoption did not have a material impact on the Company's consolidated financial position, results of operations and cash flows, other than the impact discussed above.

 

In March 2016, the FASB issued 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. The guidance was effective for the Company in the first quarter of fiscal 2018. The adoption of this standard resulted in the recognition of $1.1 million of gross deferred tax assets related to the historical excess tax benefits from stock based compensation that was not previously included in deferred tax assets and a corresponding increase in the Company’s valuation allowance.

 

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 was effective for the Company in the fiscal year beginning October 1, 2018. Subsequently the FASB has issued additional guidance (ASUs 2015-14; 2016-08; 2016-10; 2016-12; 2016-13; 2016-20). The adoption of this guidance by the Company, effective October 1, 2018, did not have a material impact on the Company’s consolidated financial statements (see Note 4, Revenue Recognition, for further detail).

 

 

 

4. REVENUE RECOGNITION

 

On October 1, 2018, the Company adopted the new accounting standard FASB Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”) for all contracts using the modified retrospective method. Based on the Company’s analysis of contracts with customers in prior periods, there was no cumulative effect adjustment to the opening balance of the Company’s accumulated deficit as a result of the adoption of this new standard.

 

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

 

6

 

 

Product Revenue

 

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

 

Perpetual licensed software

 

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

 

Time-based licensed software

 

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

 

Warranty, maintenance and services

 

We offer extended warranty, maintenance and other services. Extended warranty and maintenance contracts are offered with terms ranging from one to several years, which provide repair and maintenance services after expiration of the original one-year warranty term. Revenues from separately priced extended warranty and maintenance contracts are recognized on a straight-line basis, over the contract period, and classified as contract and other revenues. Revenue from other services such as training or installation is recognized when the service is completed.

 

Multiple element arrangements

 

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

 

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

 

We disaggregate revenue by reporting segment (Hardware (LRAD) and Software (Genasys)) and geographically to depict the nature of revenue in a manner consistent with our business operations and to be consistent with other communications and public filings. See Note 17, Segment Information and Note 18, Major Customers for additional details of revenues by reporting segment and disaggregation of revenue.

 

Contract Assets and Liabilities

 

We enter into contracts to sell products and provide services, and we recognize contract assets and liabilities that arise from these transactions. We recognize revenue and corresponding accounts receivable according to ASC 606 and, at times, recognize revenue in advance of the time when contracts give us the right to invoice a customer. We may also receive consideration, per terms of a contract, from customers prior to transferring goods to the customer. We record customer deposits as a contract liability. Additionally, we may receive payments, most typically for service and warranty contracts, at the onset of the contract and before the services have been performed. In such instances, we record a deferred revenue liability. We recognize these contract liabilities as revenue after all revenue recognition criteria are met. The table below shows the balance of contract assets and liabilities as of March 31, 2019 and September 30, 2018, including the change between the periods.

 

7

 

 

The Company’s contract assets are as follows:

 

   

Prepaid maintenance

 
   

agreement

 

Balance at September 30, 2018

  $ 93,750  

New prepaid maintenance agreements

    -  

Recognition of expense as a result of performing services

    (93,750 )

Balance at March 31, 2019

  $ -  

 

The Company’s contract liabilities are as follows:

 

   

Customer

deposits

   

Deferred

revenue

   

Total contract

liabilities

 

Balance at September 30, 2018

  $ 199,596     $ 523,021     $ 736,054  

New performance obligations

    951,719       601,313       1,553,032  

Recognition of revenue as a result of satisfying performance obligations

    (418,798 )     (521,434 )     (940,232 )

Balance at March 31, 2019

  $ 732,517     $ 602,900     $ 1,348,854  

Less: non-current portion

    -       (146,043 )     (146,043 )

Current portion at March 31, 2019

  $ 732,517     $ 456,857     $ 1,202,811  

  

Remaining Performance Obligations

 

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

 

As of March 31, 2019, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $1,348,854. We expect to recognize revenue on approximately $1,202,811 or 89% of the remaining performance obligations over the next 12 months, and the remainder is expected to be recognized thereafter.

 

Practical Expedients 

 

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

 

8

 

 

 

 5. FAIR VALUE MEASUREMENTS

 

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

 

Level 1:     Inputs are based on quoted market prices for identical assets or liabilities in active markets at the measurement date.

 

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 March 31, 2019 or September 30, 2018. 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 March 31, 2019 and September 30, 2018.

 

   

March 31, 2019

 
           

Unrealized

   

Fair

   

Cash

   

Short-term

   

Long-term

 
   

Cost Basis

   

Gain

   

Value

   

Equivalents

   

Securities

   

Securities

 

Level 1:

                                               

Money Market Funds

  $ 480,856     $ -     $ 480,856     $ 480,856     $ -     $ -  
                                                 

Level 2:

                                               

Certificates of deposit

    499,000       -       499,000       -       -       499,000  

Municipal securities

    241,780       350       242,130       -       242,130       -  

Corporate bonds

    4,062,764       325       4,063,089       -       2,866,748       1,196,341  

Subtotal

    4,803,544       675       4,804,219       -       3,108,878       1,695,341  
                                                 

Total

  $ 5,284,400     $ 675     $ 5,285,075     $ 480,856     $ 3,108,878     $ 1,695,341  

 

 

   

September 30, 2018

 
           

Unrealized

   

Fair

   

Cash

   

Short-term

   

Long-term

 
   

Cost Basis

   

Losses

   

Value

   

Equivalents

   

Securities

   

Securities

 

Level 1:

                                               

Money Market Funds

  $ 410,393     $ -     $ 410,393     $ 410,393     $ -     $ -  
                                                 

Level 2:

                                               

Certificates of deposit

    499,000       -       499,000       -       -       499,000  

Municipal securities

    -       -       -       -       -       -  

Corporate bonds

    4,302,661       (8,945 )     4,293,716       -       3,592,175       701,541  

Subtotal

    4,801,661       (8,945 )     4,792,716       -       3,592,175       1,200,541  
                                                 

Total

  $ 5,212,054     $ (8,945 )   $ 5,203,109     $ 410,393     $ 3,592,175     $ 1,200,541  

 

9

 

 

 

6. INVENTORIES

 

Inventories consisted of the following:

 

   

March 31,

   

September 30,

 
   

2019

   

2018

 

Raw materials

  $ 6,079,243     $ 4,487,273  

Finished goods

    1,969,021       1,768,544  

Work in process

    789,889       875,417  

Inventories, gross

    8,838,153       7,131,234  

Reserve for obsolescence

    (532,310 )     (397,051 )

Inventories, net

  $ 8,305,843     $ 6,734,183  

 

 

 

7. PROPERTY AND EQUIPMENT

 

Property and equipment consisted of the following:

 

   

March 31,

   

September 30,

 
   

2019

   

2018

 

Office furniture and equipment

  $ 1,483,577     $ 1,326,784  

Machinery and equipment

    1,224,183       1,095,099  

Leasehold improvements

    1,997,927       -  

Construction in progress

    10,957       2,001,539  

Property and equipment, gross

    4,716,644       4,423,422  

Accumulated depreciation

    (2,232,535 )     (1,974,697 )

Property and equipment, net

  $ 2,484,109     $ 2,448,725  

 

 

   

Three months ended March 31,

   

Six months ended March 31,

 
   

2019

   

2018

   

2019

   

2018

 

Depreciation expense

  $ 139,737     $ 63,666     $ 264,197     $ 121,967  

 

 

 

8. GOODWILL AND INTANGIBLE ASSETS

 

Goodwill is attributable to the acquisition of Genasys and is due to combining the mass messaging solutions and software development capabilities with existing LRAD products for enhanced offerings and the skill level of the workforce. The Company periodically reviews goodwill for impairment in accordance with relevant accounting standards. There were no additions or impairments to goodwill during the six months ended March 31, 2019. At March 31, 2019 and September 30, 2018, goodwill was $2,364,633 and $2,445,990, respectively.

 

During the year ended September 30, 2018, the Company determined that certain patents were impaired. These patents supported products that are no longer sold by the Company. The Company recorded a non-cash loss on the impairment of these patents of $11,133 for the year ended September 30, 2018. There was no impairment loss for the six months ended March 31, 2019.

 

10

 

 

Intangible assets and goodwill related to Genasys are translated from Euros to U.S. dollars at the balance sheet date. The net impact of foreign currency exchange differences arising during the six months ended March 31, 2019, related to goodwill and intangible assets was a reduction of $130,403. The Company’s intangible assets consisted of the following:

 

   

March 31,

   

September 30,

 
   

2019

   

2018

 

Technology

  $ 626,648     $ 648,208  

Customer relationships

    599,403       620,026  

Trade name portfolio

    217,965       225,464  

Non-compete agreements

    236,128       244,252  

Patents

    72,126       72,126  
      1,752,270       1,810,076  

Accumulated amortization

    (396,561 )     (252,730 )
    $ 1,355,709     $ 1,557,346  

 

   

Three months ended

   

Six months ended

 
   

March 31,

   

March 31,

 
   

2019

   

2018

   

2019

   

2018

 

Amortization expense

  $ 76,633     $ 70,038     $ 153,440     $ 71,842  

 

 

Estimated Amortization Expense for the twelve months ended March 31,

       

2020

  $ 301,741  

2021

    285,128  

2022

    222,575  

2023

    213,376  

2024

    178,288  

Thereafter

    154,601  

Total estimated amortization expense

  $ 1,355,709  

 

 

 

9. PREPAID EXPENSES AND OTHER

 

Prepaid expenses and other current assets consisted of the following:

 

   

March 31,

   

September 30,

 
   

2019

   

2018

 

Deposits for inventory

  $ 72,846     $ 1,366,069  

Leashold improvement receivable

    180,103       1,132,017  

Prepaid insurance

    168,554       162,822  

Prepaid maintenance agreement

    -       93,750  

Dues and subscriptions

    109,991       92,097  

Other

    156,100       244,646  
    $ 687,594     $ 3,091,401  

 

Deposits for inventory

 

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

 

Leasehold improvement receivable

 

Leasehold improvement receivable represents amounts owed to the Company by its landlord for costs incurred to renovate and prepare the Company’s new facility for use. The lease provided an allowance for tenant improvements of $1,588,214. (See Note 13, Commitments and Contingencies, for additional information about this lease). As of March 31, 2019, $180,103 has not been received by the Company.

 

Prepaid Insurance

 

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

 

11

 

 

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 was 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 was recognized as a component of cost of sales. The amortization of the prepaid maintenance agreement was completed during the period ended March 31, 2019. As of September 30, 2018, $93,750 of the total prepayment was classified as a current asset.

 

 

 

10. ACCRUED LIABILITIES

 

Accrued liabilities consisted of the following:

 

   

March 31,

   

September 30,

 
   

2019

   

2018

 

Payroll and related

  $ 1,484,278     $ 2,041,735  

Deferred revenue

    456,857       460,086  

Customer deposits

    732,517       199,596  

Accrued contract costs

    439,068       197,034  

Severance

    -       152,730  

Warranty reserve

    125,175       99,216  

Deferred rent

    96,264       49,467  

Total

  $ 3,334,159     $ 3,199,864  

 

Other liabilities-noncurrent consisted of the following:

 

   

March 31,

   

September 30,

 
   

2019

   

2018

 

Deferred rent

  $ 1,937,175     $ 1,663,058  

Deferred extended warranty revenue

    146,043       76,372  

Total

  $ 2,083,218     $ 1,739,430  

 

 Payroll and related

 

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

 

Deferred Revenue

 

Deferred revenue consists primarily of prepayments from customers in advance of product shipment.

 

Accrued contract costs

 

Accrued contract costs consist of accrued expenses for contracting a third party service provider to fulfill repair and maintenance obligations required under a contract through March 28, 2019 with a foreign military for units sold in the year ended September 30, 2011. Payments to the service provider will be made annually upon completion of each year of service. These services are being recorded in cost of revenues to correspond with the revenues for these services.

 

Severance

 

Severance liability at September 30, 2018, consisted of accrued payments to former employees of Genasys. All payments related to this liability were paid during the period ended March 31, 2019.

 

12

 

 

Warranty Reserve

 

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

 

   

March 31,

   

September 30,

 
   

2019

   

2018

 

Beginning balance

  $ 99,216     $ 104,518  

Warranty provision

    44,037       6,093  

Warranty settlements

    (18,078 )     (11,395 )

Ending balance

  $ 125,175     $ 99,216  

 

Deferred Rent

 

Deferred rent liability as of March 31, 2019 and September 30, 2018 consists of the difference between the average rental amount charged to expense and amounts payable under the lease for the Company’s office space. Deferred rent also includes cash and leasehold incentives from the landlord in the aggregate amount of $2,033,439 at March 31, 2019 to compensate for costs incurred by the Company to make the office space ready for operation. Leasehold incentives received from a landlord are deferred and recognized on a straight-line basis as a reduction to rent expense over the lease term.

 

 

11. DEBT

 

In connection with the acquisition of Genasys the Company assumed certain debts of Genasys. The balances of the acquired debt consist of loans with governmental agencies as of March 31, 2019. Loans with governmental agencies represent interest free debt granted by ministries within Spain for the purpose of stimulating economic development and promoting research and development. Loans with governmental agencies as of March 31, 2019 are as follows:

 

Agency

Due Date

 

Principal

 

Ministry of Economy and Competitiveness

February 2, 2022

    50,616  

Ministry of Economy and Competitiveness

February 2, 2024

    269,856  (a)
      $ 320,472  

 

 

(a)

This loan is secured by $269,856 of cash pledged as collateral by Genasys, which is the current balance of the loan. This amount is included in restricted cash at March 31, 2019. The Company expects the Ministry of Economy and Competitiveness to declare the terms of the loan satisfied within fiscal year 2019 and the outstanding balance of the loan will be paid in full during fiscal 2019. Accordingly, this has been included in the current portion of notes payable as of March 31, 2019.

 

The following is a schedule of future annual payments as of March 31, 2019:

 

2019

  $ 286,728  

2020

    16,872  

2021

    16,872  

2022

    -  

Total

  $ 320,472  

 

The current portion of debt is $286,728 and the noncurrent portion of debt is $33,744.

 

 

12. INCOME TAXES

 

For the six months ended March 31, 2019, the Company recorded income tax expense of $557,147 reflecting an effective tax rate of 21.1%. For the six months ended March 31, 2018, the Company recorded an income tax expense of $393,339 and an additional discrete tax expense of $2,474,000 due to the remeasurement of its deferred tax assets as a result of tax reform. The Company continues to maintain a partial valuation allowance against its deferred tax assets as the Company believes that the negative evidence that it will be able to recover these net deferred tax assets outweighs the positive evidence.

 

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

 

13

 

 

 

13. COMMITMENTS AND CONTINGENCIES

 

Facility Lease

 

On January 3, 2018, the Company entered into a lease for 54,766 square feet to replace the expired lease of the prior San Diego facility as the Company’s executive offices, research and development, assembly and operational facilities. The lease commenced July 1, 2018 and will expire August 30, 2028. The aggregate monthly payments, with abatements, average $36,146 per month for the first fourteen months, and are $74,460, $76,694, $78,994, $81,364, $83,805, $86,319, $88,909, $91,576 and $94,324 per month for the second through tenth years of the lease, plus certain other costs and charges as specified in the lease agreement, including the Company’s proportionate share of the building operating expenses and real estate taxes. The lease provided an allowance for tenant improvements of $1,588,214, which was classified as deferred rent on the Company’s consolidated balance sheet and will be amortized as an offset to rent expense with a corresponding charge to depreciation expense on a straight-line basis over the term of the lease.

 

Litigation

 

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

 

Bonus Plan

 

The Company has 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 targeted objectives for orders received, revenue, operating income and operating cash flow. In the six months ended March 31, 2019, the Company exceeded the minimum targeted level of orders received and revenues and has recorded $785,102 of expense. In the six months ended March 31, 2018, the company exceeded the minimum targeted level of orders received and revenues and recorded $738,543 of expense.

 

 

14. SHARE-BASED COMPENSATION

 

Equity Incentive Plans

 

At March 31, 2019, the Company had two equity incentive plans. The 2005 Equity Incentive Plan (“2005 Equity Plan”) was terminated with respect to new grants in March 2015, but remains in effect for grants issued prior to that time. The Amended and Restated 2015 Equity Incentive Plan (“2015 Equity Plan”) was approved by the Company’s Board of Directors on December 6, 2016 and by the Company’s stockholders on March 14, 2017. The amendment to the Equity Plan was approved in 2015 and authorizes for issuance stock options, restricted stock, stock appreciation rights, restricted stock units and performance awards, an aggregate of 5,000,000 new shares of common stock to employees, directors, advisors or consultants. At March 31, 2019, there were options and restricted stock units outstanding covering 694,883 and 2,214,874 shares of common stock under the 2005 Equity Plan and 2015 Equity Plan, respectively, and 2,435,559 shares of common stock available for grant for a total of 5,345,316 currently available under the two equity plans.

 

Stock Option Information

 

A summary of the activity in options to purchase the capital stock of the Company as of March 31, 2019 is presented below:

 

   

Number of

Shares

   

Weighted

Average

Exercise Price

 

Outstanding September 30, 2018

    3,394,858     $ 2.18  

Granted

    -     $ -  

Forfeited/expired

    (768,334 )   $ 2.99  

Exercised

    (28,282 )   $ 1.60  

Outstanding March 31, 2019

    2,598,242     $ 1.94  

Exerciseable March 31, 2019

    1,702,145     $ 1.93  

 

Options outstanding are exercisable at prices ranging from $0.93 to $3.17 and expire over the period from 2020 to 2024 with an average life of 3.71 years. The aggregate intrinsic value of options outstanding and exercisable at March 31, 2019 was $2,369,242 and $1,576,690, respectively. The aggregate intrinsic value represents the difference between the Company’s closing stock price on the last day of trading for the quarter, which was $2.85 per share, and the exercise price multiplied by the number of applicable options. The total intrinsic value of stock options exercised during the six months ended March 31, 2019 was $34,903 and proceeds from these exercises were $45,172.

 

14

 

 

The following table summarized information about stock options outstanding and exercisable at March 31, 2019:

 

               

Weighted Average

   

Weighted Average

           

Weighted Average

 

Range of

 

Number

   

Remaining

   

Exercise

   

Number

   

Exercise

 

Exercise Prices

 

Outstanding

   

Contractual Life

   

Price

   

Exercisable

   

Price

 
$0.93 -

$1.69

    577,766       4.20     $ 1.57       560,545     $ 1.57  
$1.71 -

$1.86

    525,226       3.29     $ 1.80       461,257     $ 1.81  
$1.99 -

$1.99

    1,125,000       4.34     $ 1.99       312,500     $ 1.99  
$2.02 -

$3.13

    360,250       2.59     $ 2.55       357,843     $ 2.55  
$3.17 -

$3.17

    10,000       2.64     $ 3.17       10,000     $ 3.17  
          2,598,242                       1,702,145          

 

Performance-Based Stock Options

 

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

 

The Company determined that as of March 31, 2019, it is probable that some but not all of the performance conditions will be achieved. The Company will continue to review these targets each quarter and will adjust the expected outcome as needed, recognizing compensation expense cumulatively in such period for the difference in expense.

 

Restricted Stock Units

 

On March 14, 2017, the Board of Directors approved a grant of 25,000 RSUs to each of the Company’s non-employee directors that will vest on the first anniversary of the grant date. These were also issued at a market value of $197,500, which was expensed on a straight line basis through the March 14, 2018 vest date.

 

On March 20, 2018, the Board of Directors approved an additional grant of 25,000 RSUs these were issued to each of the Company’s non-employee directors that will vest on the first anniversary of the grant date. These were issued at a market value of $278,750, which were expensed on a straight line basis through the March 20, 2019 vest date. Also during the quarter, 93,330 RSUs were granted to employees that will vest over three years on the anniversary date of the grant. These were issued at a market value of $210,176, which will be expensed on a straight line basis over the three-year life of the grants.

 

On February 7, 2019, the Board of Directors approved non-employee director compensation to include an annual grant of 30,000 RSU’s to each of the Company’s non-employee directors that will vest on the first anniversary of the grant date. These were issued at a market value of $412,500, which have been and will be expensed on a straight line basis through the March 12, 2020 vest date.   

 

A summary of the restricted stock units of the Company as of March 31, 2019 is presented below:

 

   

Number of

Shares

 

Outstanding September 30, 2018

    218,330  

Granted

    249,300  

Released

    (156,115 )

Forfeited/cancelled

    -  

Outstanding March 31, 2019

    311,515  

 

Share-Based Compensation

 

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

 

15

 

 

There were no stock options granted during the six months ended March 31, 2019. The weighted average estimated fair value of employee stock options granted during the six months ended March 31, 2018 was calculated using the Black-Scholes option-pricing model with the following weighted average assumptions (annualized percentages):

 

   

Three months ended

 
   

March 31, 2018

 

Volatility

    45.4%  

Risk free interest rate

    2.2%  

Forfeiture rate

    10.0%  

Dividend yield

    0.0%  

Expected life in years

    4.6  

 

Expected volatility is based on the historical volatility of the Company’s common stock over the period commensurate with the expected life of the options. The risk-free interest rate is based on rates published by the Federal Reserve Board. The contractual term of the options was seven years. The expected life is based on observed and expected time to post-vesting exercise. The expected forfeiture rate is based on past experience and employee retention data. Forfeitures are estimated at the time of the grant and revised in subsequent periods if actual forfeitures differ from those estimates. Such revision adjustments to expense will be recorded as a cumulative adjustment in the period in which the estimate is changed. The Company did not declare a dividend for the six-month periods ended March 31, 2019 or in fiscal 2018.

 

As of March 31, 2019, there was approximately $736,226 of total unrecognized compensation costs related to outstanding employee stock options and restricted stock units. This amount is expected to be recognized over a weighted average period of 1.63 years. To the extent the forfeiture rate is different from what the Company anticipated, stock-based compensation related to these awards will be different from the Company’s expectations.

 

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

 

   

Three months ended

   

Six months ended

 
   

March 31,

   

March 31,

 
   

2019

   

2018

   

2019

   

2018

 

Cost of revenues

  $ 4,201     $ 5,047     $ 8,499     $ 11,256  

Selling, general and administrative

    154,250       120,113       266,101       229,455  

Research and development

    13,524       20,609       31,220       43,539  
    $ 171,975     $ 145,769     $ 305,820     $ 284,250  

 

16

 

 

 

15. STOCKHOLDERS’ EQUITY

 

Summary

 

The following table summarizes changes in the components of stockholders’ equity during the six months ended March 31, 2019 and the six months ended March 31, 2018:

 

                                   

Accumulated

         
                   

Additional

           

Other

   

Total

 
   

Common Stock

   

Paid-in

   

Accumulated

   

Comprehensive

   

Stockholders'

 
   

Shares

   

Amount

   

Capital

   

Deficit

   

Loss

   

Equity

 

Balance at September 30, 2018

    33,176,146     $ 332     $ 90,251,145     $ (56,516,895 )   $ (245,375 )   $ 33,489,207  
                                                 

Share-based compensation expense

    -       -       133,845       -               133,845  

Issuance of common stock upon exercise of stock options, net

    1,600       -       2,528       -       -       2,528  

Issuance of common stock upon vesting of restricted stock units

    -       -       -       -       -       -  

Stock buyback

    (588,425 )     (6 )     (1,621,016 )     -       -       (1,621,022 )

Other comprehensive loss

    -       -       -       -       (54,335 )     (54,335 )

Net income

    -       -       -       1,045,940       -       1,045,940  

Balance at December 31, 2018

    32,589,321     $ 326     $ 88,766,502     $ (55,470,955 )   $ (299,710 )   $ 32,996,163  
                                                 

Share-based compensation expense

    -       -       171,975       -       -       171,975  

Issuance of common stock upon exercise of stock options, net

    26,682       -       42,644       -       -       42,644  

Issuance of common stock upon vesting of restricted stock units

    156,115       2       -       -       -       2  

Stock buyback

    (200,000 )     (2 )     (549,998 )                     (550,000 )

Other comprehensive loss

    -       -       -       -       (69,091 )     (69,091 )

Net income

    -       -       -       1,178,850       -       1,178,850  

Balance at March 31, 2019

    32,572,118     $ 326     $ 88,431,123     $ (54,292,105 )   $ (368,801 )   $ 33,770,543  

 

 

                                   

Accumulated

         
                   

Additional

           

Other

   

Total

 
   

Common Stock

   

Paid-in

   

Accumulated

   

Comprehensive

   

Stockholders'

 
   

Shares

   

Amount

   

Capital

   

Deficit

   

Loss

   

Equity

 

Balance at September 30, 2017

    32,158,436     $ 322     $ 87,956,839     $ (52,771,853 )   $ (1,269 )   $ 35,184,039  

Share-based compensation expense

    -       -       138,461       -               138,461  

Issuance of common stock upon exercise of stock options, net

    90,852       -       159,518       -       -       159,518  

Issuance of common stock upon vesting of restricted stock units

    -       -       -       -       -       -  

Stock buyback

    -       -       -       -       -       -  

Other comprehensive loss

    -       -       -       -       (8,031 )     (8,031 )

Net income

    -       -       -       (1,683,252 )     -       (1,683,252 )

Balance at December 31, 2017

    32,249,288     $ 322     $ 88,254,818     $ (54,455,105 )   $ (9,300 )   $ 33,790,735  
                                                 

Share-based compensation expense

    -       -       145,789       -       -       145,789  

Issuance of common stock upon exercise of stock options, net

    20,000       -       26,200       -       -       26,200  

Issuance of common stock upon vesting of restricted stock units

    125,000       -       -       -       -       -  

Stock buyback

    -       -       -                       -  

Other comprehensive loss

    -       -       -       -       (4,482 )     (4,482 )

Net income

    -       -       -       460,908       -       460,908  

Balance at March 31, 2018

    32,394,288     $ 322     $ 88,426,807     $ (53,994,197 )   $ (13,782 )   $ 34,419,150  

 

Share Buyback Program

 

The Board of Directors approved a share buyback program in 2015 under which the Company was authorized to repurchase up to $4 million of its outstanding common shares. In December 2017, the Board of Directors extended the program through December 31, 2018.

 

In December 2018, the Board of Directors approved a new share buyback program beginning January 1, 2019 and expiring on December 31, 2020, under which the Company is authorized to repurchase up to $5 million of its outstanding common shares exclusive of any fees, commissions or other expenses related to such repurchases. At March 31, 2019, $4.5 million was available for share repurchase under this program. The previous program expired on December 31, 2018.

 

17

 

 

There were 788,425 shares repurchased for $2,171,022 during the six months ended March 31, 2019. There were no shares repurchased during the six-month period ended March 31, 2018. At March 31, 2019, all repurchased shares were retired into treasury.

 

Dividends

 

There were no dividends declared in the six months ended March 31, 2019 and 2018.

 

 

16. NET INCOME (LOSS) PER SHARE

 

Basic earnings per share are computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period increased to include the number of dilutive potential common shares outstanding during the period. The dilutive effect of outstanding stock options is reflected in diluted earnings per share by application of the treasury stock method, which assumes that the proceeds from the exercise of the outstanding options are used to repurchase common stock at market value. Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities. If the Company has losses for the period, the inclusion of potential common stock instruments outstanding would be anti-dilutive. In addition, under the treasury stock method, the inclusion of stock options with an exercise price greater than the per-share market value would be antidilutive. Potential common shares that would be antidilutive are excluded from the calculation of diluted income per share

 

The following table sets forth the computation of basic and diluted net income (loss) per share:

 

   

Three months ended

   

Six months ended

 
   

3/31/2019

   

3/31/2018

   

3/31/2019

   

3/31/2018

 

Net income (loss)

    1,178,850       460,908       2,224,790       (1,222,344 )
                                 

Basic income (loss) per share

  $ 0.04     $ 0.01     $ 0.07     $ (0.04 )

Diluted income (loss) per share

  $ 0.04     $ 0.01     $ 0.07     $ (0.04 )
                                 

Weighted average shares outstanding - basic

    32,584,952       32,275,647       32,738,871       32,212,286  

Assumed exercise of dilutive options

    492,303       1,023,559       533,293       -  

Weighted average shares outstanding - diluted

    33,077,255       33,299,206       33,272,164       32,212,286  
                                 

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

                               

Options

    976,750       1,766,250       976,750       2,706,567  

RSU

    -       218,330       -       218,330  

Total

    976,750       1,984,580       976,750       2,924,897  

 

 

 

17. SEGMENT INFORMATION

 

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

 

18

 

 

The following table presents the Company’s segment disclosures:

 

   

Three months ended March 31,

   

Six months ended March 31,

 
   

2019

   

2018

   

2019

   

2018

 
                                 

Revenue from external customers

                               

LRAD

  $ 9,646,513     $ 7,453,794       19,303,215       15,082,361  

Genasys

    545,178       414,654       1,066,035       414,654  
    $ 10,191,691     $ 7,868,448     $ 20,369,250     $ 15,497,015  
                                 

Intercompany revenues

                               

LRAD

  $ -     $ -               -  

Genasys

    279,997       89,818       466,969       89,818  
    $ 279,997     $ 89,818     $ 466,969     $ 89,818  
                                 
                                 

Segment operating income

                               

LRAD

  $ 1,282,308     $ 579,498       2,584,954       1,570,604  

Genasys

    153,078       24,656       140,307       24,656  
    $ 1,435,386     $ 604,154     $ 2,725,261     $ 1,595,260  
                                 

Other expenses:

                               

Depreciation and amortization expense

                               

LRAD

  $ (138,665 )   $ (64,660 )   $ (262,966 )   $ (124,765 )

Genasys

    (77,705 )     (69,044 )     (154,671 )     (69,044 )
    $ (216,370 )   $ (133,704 )   $ (417,637 )   $ (193,809 )

Interest expense

                               

LRAD

  $ -     $ -     $ -     $ -  

Genasys

    -       (9,815 )     -       (9,815 )
    $ -     $ (9,815 )   $ -     $ (9,815 )

Income tax expense

                               

LRAD

  $ (274,144 )   $ (158,451 )   $ (557,147 )   $ (2,867,339 )

Genasys

    -       -       -       -  
    $ (274,144 )   $ (158,451 )   $ (557,147 )   $ (2,867,339 )

 

 

   

March 31, 2019

   

September 30, 2018

 

Long-lived assets

               

LRAD

  $ 2,508,027     $ 2,478,144  

Genasys

    3,696,424       3,973,917  
    $ 6,204,451     $ 6,452,061  
                 

Total assets

               

LRAD

  $ 35,948,659     $ 36,770,872  

Genasys

    4,787,658       5,089,925  
    $ 40,736,317     $ 41,860,797  

 

19

 

 

 

18. MAJOR CUSTOMERS

 

For the three months ended March 31, 2019, revenues from two customers accounted for 56% and 13% of total revenues, and for the six months ended March 31, 2019 revenues from two customers accounted for 58% and 10% of total revenues, with no other single customer accounting for more than 10% of revenues. At March 31, 2019, accounts receivable from two customers accounted for 55% and 11% of total accounts receivable, with no other single customer accounting for more than 10% of the accounts receivable balance.

 

For the three months ended March 31, 2018, revenues from three customers accounted for 40%, 15% and 14% of total revenues, and for the six months ended March 31, 2018 revenues from two customers accounted for 33% and 16% of total revenues, with no other single customer accounting for more than 10% of revenues. At March 31, 2018, accounts receivable from one customer accounted for 56% of total accounts receivable, with no other single customer accounting for more than 10% of the accounts receivable balance.

 

The following table summarizes revenues by geographic region. Revenues are attributed to countries based on customer’s delivery location.

 

   

Three months ended March 31,

   

Six months ended March 31,

 
   

2019

   

2018

   

2019

   

2018

 

Americas

  $ 9,048,167     $ 5,051,072     $ 17,769,488     $ 11,104,110  

Asia Pacific

    506,968       2,255,856       1,146,024       3,277,762  

Europe, Middle East and Africa

    636,556       561,520       1,453,738       1,115,143  

Total Revenues

  $ 10,191,691     $ 7,868,448     $ 20,369,250     $ 15,497,015  

 

20

 
 

 

Item 2.

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 accompanying unaudited condensed consolidated financial statements and the related notes included under Item 1 of this Quarterly Report on Form 10-Q, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended September 30, 2018.

 

Forward Looking Statements

 

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

 

Overview

LRAD® Corporation is a leading innovator and manufacturer of acoustic communication systems that project audible voice messages, tones, and warning sirens over short and long distances. By broadcasting audible voice messages with exceptional clarity and only where needed, we offer industry leading novel sound applications that conventional bullhorns, loudspeakers, and public address and emergency warning systems cannot achieve. With the January 2018 acquisition of Genasys Holding S.L., we combined our advanced mass notification voice broadcast systems with Genasys’ location-based mass messaging solutions. Using our proprietary technologies, we have developed two product lines:

 

• Acoustic Hailing Devices (“AHDs”), which project audible broadcasts with exceptional intelligibility in a 30° beam from close range out to 5,500 meters, and;

 

• Genasys™ Public Safety Mass Notification (“MN”), which include systems that project 60° - 360° audible voice broadcasts with industry-leading vocal clarity from close range to over 14 square kilometers from a single installation and geospatial, mass messaging mobile alert solutions that are compatible with major emergency warning protocols.

 

We have sold our AHDs and Genasys solutions into 72 countries and pioneered a worldwide market for AHDs and advanced public safety mass notification solutions. We continue to develop new communication innovations and believe we have established significant competitive advantages in our principal markets.

 

LRAD systems are a technological breakthrough in broadcasting audible, highly intelligible voice messages and tones over long distances and above high ambient noise using minimal power. Our AHDs meet stringent military specifications and are packaged in several form factors, from portable, hand held units to permanently installed, remotely operated systems. Through broadcasting directional alert tones and live prerecorded messages, our AHDs are designed to enable users to safely hail and warn, notify and direct, prevent misunderstandings, determine intent, establish large safety zones, resolve uncertain situations, and potentially save lives. We continue to enhance our acoustic communication technologies and product lines to provide a complete range of systems and accessories. Our patented XL driver technology, which generates higher audio output in a smaller and lighter form factor, is being incorporated into many of our AHD and MN products.

 

Building on the success of our AHDs, we launched our multidirectional product line. Unlike most siren-based public safety mass notification systems on the market, our MN systems broadcast both emergency warning sirens and highly intelligible voice messages with uniform 60° - 360° coverage over local and wide areas. We believe our ability to shape the broadcast coverage area, our industry-leading speech intelligibility, and our multiple system activation and control options, make us more competitive in the large and growing mass notification market. 

  

Our products are designed to meet a broad range of diverse applications, including emergency warning and mass notification, fixed and mobile military deployments, maritime, critical infrastructure, perimeter, commercial, border, and homeland security, law enforcement, emergency responder and fire rescue communications, asset protection, and wildlife preservation and control. By selling our industry-leading AHDs and advanced MN systems into 72 countries, we have created a new worldwide market and a recognized global brand. We continue to develop new acoustic innovations and believe we have established a significant competitive advantage in our principal markets. 

 

21

 

 

Business developments in the fiscal quarter ended March 31, 2019:

 

 

Reported record second fiscal quarter revenues

 

Conducted several Genasys public safety mass notification demonstrations in California

 

Received an order from a California city for Genasys public safety mass notification systems and software

 

Received $1.2 million in international and domestic AHD naval orders

 

Received $700 thousand in domestic and international AHD law enforcement orders

 

Revenues in the second fiscal quarter ended March 31, 2019, were $10.2 million, an increase from $7.9 million in the second fiscal quarter of 2018. The increase in revenues was primarily driven by an increase in AHD revenue and an increase in public safety mass notification revenues. AHD revenues increased $1,947,475, or 21%, and public safety mass notification revenue increased $375,767, or 51%, compared to the second fiscal quarter of 2018. Based on the timing of government budget cycles, financial issues and leadership change in certain areas of the world, delays in awarding contracts often occur, resulting in uneven quarterly revenues. Gross profit increased compared to the same quarter in the prior year primarily as a result of higher sales. Operating expenses increased 9% from $3.4 million to $3.8 million in the quarter ended March 31, 2019, primarily due to increased software development expenses in the current year period. The second quarter fiscal 2019 results reflect $274,144 of income tax expense which is a non-cash charge that reduced the balance of the deferred tax asset. We reported net income of $1,178,850 for the quarter, or $0.04 per share, compared to net income of $460,908, or $0.01 per share, for the same quarter in the prior year.

 

Overall Business Outlook

 

Our products and solutions continue to gain worldwide awareness and recognition through media exposure, trade show participations, product demonstrations and word of mouth as a result of positive responses and increased acceptance. We believe we have a solid global brand, technology and product foundation with our AHD and MN systems product lines, which we have expanded over the years to service new markets and customers for greater business growth.  We believe that we have strong market opportunities for our directional and multidirectional product offerings within the mass notification, defense, law enforcement, fire rescue, public safety, maritime, homeland security, critical infrastructure security, asset protection, and wildlife control and protection business sectors. We intend to continue expanding our international mass notification business, particularly in the Middle East, Europe and Asia where we believe there are greater market opportunities for our multidirectional products. Our selling network has expanded through the addition of sales consultants as well as continuing to improve and increase our relationships with key integrators and sales representatives within the United States and in a number of worldwide locations. However, we may continue to face challenges in fiscal 2019 due to continuing economic and geopolitical conditions in some international regions. We anticipate that the current U.S. government administration will support U.S. military spending, which we believe could benefit us, although there is uncertainty as to priorities and timing. 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 multidirectional products and software will be accepted as viable solutions in the public safety mass notification market, which includes a number of large, well-known competitors.

 

Critical Accounting Policies

 

We have identified a number of accounting policies as critical to our business operations and the understanding of our results of operations. These are described in our consolidated financial statements located in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended September 30, 2018. The impact and any associated risks related to these policies on our business operations is discussed below and throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported and expected financial results.

 

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

 

22

 

 

Comparison of Results of Operations for the Three Months Ended March 31, 2019 and 2018

 

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

 

    Three Months Ended                  
   

March 31, 2019

   

March 31 2018

                 
           

% of

           

% of

                 
           

Total

           

Total

    Fav(Unfav)  
   

Amount

   

Revenue

   

Amount

   

Revenue

   

Amount

   

%

 

Revenues:

                                               

Product sales

  $ 9,340,523       91.6 %   $ 7,125,258       90.6 %   $ 2,215,265       31.1 %

Contract and other

    851,168       8.4 %     743,190       9.4 %     107,978       14.5 %

Total revenues

    10,191,691       100.0 %     7,868,448       100.0 %     2,323,243       29.5 %
                                                 

Cost of revenues

    5,001,183       49.1 %     3,832,468       48.7 %     (1,168,715 )     (30.5 %)

Gross Profit

    5,190,508       50.9 %     4,035,980       51.3 %     1,154,528       28.6 %
                                                 

Operating expenses

                                               

Selling, general and administrative

    2,475,378       24.3 %     2,517,891       32.0 %     42,513       1.7 %

Research and development

    1,279,744       12.6 %     913,935       11.6 %     (365,809 )     (40.0 %)

Total operating expenses

    3,755,122       36.8 %     3,431,826       43.6 %     (323,296 )     (9.4 %)
                                                 

Income from operations

    1,435,386       14.1 %     604,154       7.7 %     831,232       137.6 %
                                                 

Other income and expense, net

    17,608       0.2 %     15,205       0.2 %     2,403       15.8 %
                                                 

Income from operations before income taxes

    1,452,994       14.3 %     619,359       7.9 %     833,635       134.6 %

Income tax expense

    274,144       2.7 %     158,451       2.0 %     (115,693 )     (73.0 %)

Net income

  $ 1,178,850       11.6 %   $ 460,908       5.9 %   $ 717,942       155.8 %
                                                 

Net sales

                                               

LRAD

  $ 9,646,513       94.7 %   $ 7,453,794       94.7 %   $ 2,192,719       29.4 %

Genasys

    545,178       5.3 %     414,654       5.3 %     130,524       31.5 %

Total net sales

  $ 10,191,691       100.0 %   $ 7,868,448       100.0 %   $ 2,323,243       29.5 %

 

 

Revenues 

 

Revenues increased in the current quarter compared to the prior year due to the larger backlog at December 31, 2018 compared to December 31, 2017. Sales improved in the current quarter for the AHD product line (up $1,947,475 or 21%) and public safety mass notification systems product line ($375,767, or 51%) compared to the prior year quarter. The receipt of orders will often be uneven due to the timing of approvals or budgets. At March 31, 2019, we had aggregate deferred revenue of $602,900 for extended warranty obligations and software support agreements.

 

Gross Profit

 

The increase in gross profit in the current quarter compared to the prior year was primarily due to the higher level of sales, partially offset by an increase in manufacturing overhead expenses to support the increased sales.

 

Our products have varying gross margins, so product mix may affect gross profits. In addition, our margins vary based on the sales channels through which our products are sold in a given period. We continue to implement product updates and changes, including raw material and component changes that may impact product costs. With such product updates and changes we have limited warranty cost experience and estimated future wa