8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 22, 2021

Genasys Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-24248	87-0361799
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

16262 West Bernardo Drive

San Diego, California 92127

(Address of Principal Executive Offices)

____________________

858-676-1112

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14.a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $.00001 par value per share	GNSS	NASDAQ Capital Market

Item 2.02 Results of Operations and Financial Condition.

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition,” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information, including Exhibit 99.1, shall not be incorporated by reference into any filing of Genasys Inc. (the “Company”), whether made before or after the date hereof, regardless of any general incorporation language in such filing.

On November 22, 2021, the Company issued a press release regarding its financial results for the fiscal year ended September 30, 2021. A copy of the press release is furnished as Exhibit 99.1 hereto, and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1 Financial Results Press Release, dated November 22, 2021, issued by the Company.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 22, 2021

Genasys Inc.
By:	/s/ Dennis D. Klahn
	Dennis D. Klahn
	Chief Financial Officer

EX-99.1

Exhibit 99.1

Genasys Inc. Reports Fiscal Fourth Quarter and

Full Year 2021 Financial Results

Achieves Record Revenue of $47 Million and Backlog of $36 Million

SAN DIEGO, CA – November 22, 2021 – Genasys Inc. (NASDAQ: GNSS), the global leader in critical communications systems and solutions that help protect and keep people safe, today announced record fiscal fourth quarter and fiscal year revenue and record fiscal year backlog in its financial results for the fiscal year ended September 30, 2021.

“Our fiscal year 2021 was a year of solid performance with a significant level of investment to position us for future growth in our emerging Software as a Service (SaaS) business,” said Richard S. Danforth, Chief Executive Officer of Genasys, Inc. “Our fiscal fourth quarter revenue grew by 8% to $15.0 million, and full-year revenue grew 9% to $47.0 million, continuing our track record of revenue growth over the past five years. We ended the fiscal year with a record backlog of $36.1 million, up 217% from fiscal year 2020, a solid balance sheet, and no debt, positioning Genasys for continued growth.

“We have seen a resoundingly positive reaction to our SaaS solutions, as evidenced by the announced contract awards in fiscal year 2021,” Mr. Danforth continued. “In the past 12 months, the Genasys SaaS platform was launched in the United States, Canada, and Mexico to provide life-saving information for more than ten million people. We now are pursuing a wide range of global opportunities across multiple industry sectors and are excited about the growth that lies ahead for our business.”

Mr. Danforth concluded, “With our strategic investments over the past 18 months, including the acquisitions of Zonehaven™ and Amika Mobile, Genasys has created the industry’s only unified hardware and software Critical Communications platform. As a result, we are evolving from a pure hardware business towards an increasingly SaaS model. As we execute our strategy, we will make key investments in staffing and resources that will increase our operating expenses in fiscal year 2022. These investments in growth are expected to materially shift our revenue mix to a higher SaaS contribution with SaaS bookings anticipated to grow year-over-year by more than 50%.”

Business Outlook

Commenting on the outlook for fiscal year 2022, Mr. Danforth stated, “We anticipate fiscal 2022 will be another year of record revenue. Operating expenses are forecast to increase year-over-year by $9.0 - $11.0 million, reflecting the additional strategic growth spending to accelerate SaaS revenues. As our business grows, we expect our model to deliver increasing SaaS revenue and margin expansion after making the investments to support our future growth.”

Select Fiscal Year 2021 Highlights

● Completed acquisitions of software providers, Amika Mobile and Zonehaven

● Established international offices in Dubai and Singapore

● Continued momentum in software services sales

– Launched next generation National Emergency Warning System (NEWS) service in Australia under multi-year contracts

– Received multi-year Genasys Emergency Management (GEM) contract from global automobile manufacturer for its operations in North America

– Awarded multi-year GEM contract from Riverside County, CA

– Received multi-year Zonehaven evacuation management contracts from California counties

– Provided critical communications coverage for more than 35 million residents in the U.S., Canada, Mexico, and Australia through GEM, Integrated Mass Notification Systems (IMNS), Zonehaven, and NEWS

● Recorded another strong year of hardware sales

– Received $28.0 million in follow-on Acoustic Hailing Device (AHD) program of record orders from the U.S. Army

– Announced $9.0 million U.S. Army mobile mass notification systems order

– Awarded U.S. Navy Small Business Investment Research program research and development project

– Received $7.7 million in U.S. defense orders

– Announced $6.4 million in LRAD® AHD law enforcement, homeland security and mass notification systems orders

– Received $1.0 million in infrastructure protection and wildlife preservation orders

Fiscal Fourth Quarter 2021 Financial Summary

Fiscal fourth quarter revenue was $15.0 million, an increase from $14.0 million in the prior year quarter. Higher backlog entering the fourth quarter of fiscal 2021, compared with the prior year period, contributed to the record revenues.

Gross profit margin was 51.2%, compared with 54.0% in the fourth quarter of fiscal 2020. The decrease as a percentage of revenue was primarily attributable to increased costs associated with continued investment in personnel to support the growth of our software products, including the addition of engineering personnel from Zonehaven.

Operating expenses were $7.0 million, up 56% from $4.5 million in the same period a year ago, largely due to a 74% increase in selling, general and administrative expenses, primarily related to the Amika Mobile (now Genasys Communications Canada) and Zonehaven acquisitions.

Net income in the quarter was $0.8 million, or $0.02 per diluted share, compared with $9.4 million, or $0.27 per share, in the fourth quarter of fiscal 2020. The fourth quarter of fiscal 2020 included a non-cash income tax benefit of $6.4 million related to the $7.1 million release of a portion of the valuation allowance against deferred tax assets.

Fiscal Year 2021 Financial Summary

Revenue for fiscal 2021 was $47.0 million, an increase of 8% from $43.0 million in fiscal 2020. Revenue grew primarily due to 12% and 71% increases in AHD and software revenue, respectively, offset by a 44% decrease in IMNS revenue, compared with the prior fiscal year.

Gross profit margin was 49.8%, 280 basis points lower from 52.6% in fiscal 2021. The decrease as a percentage of revenue was primarily attributable to increased costs associated with continued investment in personnel to support the growth of our SaaS products, including the addition of engineering personnel from the acquisitions.

Operating expenses were $22.3 million, up 35% from $16.6 million in the same period a year ago, largely due to planned increases in selling, general and administrative expenses and the acquisitions.

Net income for fiscal year 2021 was $0.7 million, or $0.02 per diluted share, compared with $11.2 million, or $0.35 per diluted share, in fiscal 2020. The decrease was due to increased selling, general and administrative expenses, which was partially offset by higher gross profit. The fiscal year ended September 30, 2020, included a non-cash income tax benefit of $5.7 million related to the release of a portion of the valuation allowance against deferred tax assets.

Adjusted EBITDA was $4.1 million for the fiscal year ended September 30, 2021, compared with $7.8 million for the prior fiscal year period.

Cash, cash equivalents and marketable securities totaled $20.7 million on September 30, 2021, compared with $31.4 million on September 30, 2020.

We include in this press release Non-GAAP operational metrics of adjusted EBITDA, backlog and bookings, which we believe provide helpful information to investors with respect to evaluating the Company’s performance. Adjusted EBITDA represents our net income before other income, net, income tax expense (benefit), depreciation and amortization expense and stock-based compensation. We do not consider these items to be indicative of our core operating performance. The items that are non-cash include depreciation and amortization expense and stock-based compensation. Adjusted EBITDA is a measure used by management to understand and evaluate our core operating performance and trends and to generate future operating plans, make strategic decisions regarding allocation of capital and invest in initiatives that are focused on cultivating new markets for our solutions. In particular, the exclusion of certain expenses in calculating adjusted EBITDA facilitates comparisons of our operating performance on a period-to-period basis. We consider bookings as leading indicators of future revenues and use these metrics to support production planning. Bookings is an internal, operational metric that measures the total dollar value of customer purchase orders executed in a period, regardless of the timing of the related revenue recognition. Backlog is a measure of purchase orders received that are planned to ship within the next 12 months.

Webcast and Conference Call Details

Management will host a conference call to discuss the fiscal year 2021 financial results this afternoon at 4:30 p.m. Eastern Time / 1:30 p.m. Pacific Time. To access the conference call, dial toll-free (888) 390-3967, or international at (862) 298-0702. A webcast will also be available at the following link:

https://www.webcaster4.com/Webcast/Page/1375/43624

Questions to management may be submitted before the call by emailing them to: ir@genasys.com. A replay of the webcast will be available approximately four hours after the presentation on the Events & Presentations page of the Company’s website.

About Genasys Inc.

Genasys™ is a global provider of critical communications systems and solutions that help protect and keep people safe. Genasys provides a multichannel approach to deliver geo-targeted alerts, notifications, instructions and information before, during and after public safety threats and critical business events. The Company's unified critical communications platform includes Genasys Emergency Management (GEM) software-as-a-service, Integrated Mass Notification Systems (IMNS), Zonehaven™ emergency evacuation resources, National Emergency Warning Systems (NEWS), LRAD® long-range voice broadcast systems, and more.

Genasys systems are in service in more than 100 countries in a range of diverse applications, including public safety, emergency warning, mass notification, critical event management, defense, law enforcement, homeland security, and other applications. For more information, visit genasys.com.

Forward-Looking Statements

Except for historical information contained herein, the matters discussed are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. You should not place undue reliance on these statements. We base these statements on particular assumptions that we have made in light of our industry experience, the stage of product and market development as well as our perception of historical trends, current market conditions, current economic data, expected future developments and other factors that we believe are appropriate under the circumstances. These statements involve risks and uncertainties that could cause actual results to differ materially from those suggested in the forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, including without limitation the business impact of health crises or outbreaks of disease, such as epidemics or pandemics and how they may affect our supply chain, and other risks and uncertainties, many of which involve factors or circumstances that are beyond the Company's control. Risks and uncertainties are identified and discussed in our filings with the Securities and Exchange Commission. These forward-looking statements are based on information and management's expectations as of the date hereof. Future results may differ materially from our current expectations. For more information regarding other potential risks and uncertainties, see the "Risk Factors" section of the Company's Form 10-K for the fiscal year ended September 30, 2021. Genasys Inc. disclaims any intent or obligation to update those forward-looking statements, except as otherwise specifically stated.

Investor Relations Contacts

Kimberly Rogers

Hayden IR

ir@genasys.com

Genasys Inc.

Condensed Consolidated Balance Sheets

(Unaudited - in thousands)

	September 30,
	2021		2020
ASSETS
Current assets:
Cash and cash equivalents	$	13,167	$	23,319
Short-term marketable securities		5,686		4,265
Restricted cash		279		282
Accounts receivable, net		7,682		5,442
Inventories, net		6,416		5,949
Prepaid expenses and other		2,255		860
Total current assets		35,485		40,117
Long-term marketable securities		1,875		3,805
Long-term restricted cash		1,082		395
Deferred tax assets, net		8,039		11,095
Property and equipment, net		1,755		1,930
Goodwill		23,834		2,472
Intangible assets, net		12,804		943
Operating lease right of use asset		4,862		5,285
Prepaid expenses and other - noncurrent		392		125
Total assets	$	90,128	$	66,167
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	2,160	$	1,370
Accrued liabilities		14,111		7,880
Notes payable, current portion		296		300
Operating lease liabilities, current portion		899		771
Total current liabilities		17,466		10,321
Notes payable, less current portion		-		18
Other liabilities, noncurrent		995		293
Operating lease liabilities, noncurrent		5,709		6,395
Total liabilities		24,170		17,027
Total stockholders' equity		65,958		49,140
Total liabilities and stockholders' equity	$	90,128	$	66,167

Genasys Inc.

Condensed Consolidated Statements of Operations

(Unaudited - in thousands except per share amounts)

	Three months ended						Years ended
	September 30,						September 30.
	2021			2020			2021			2020
	(unaudited)			(unaudited)
Revenues	$	15,047		$	13,981		$	47,003		$	43,010
Cost of revenues		7,348			6,425			23,577			20,371
Gross profit		7,699			7,556			23,426			22,639
Operating expenses:
Selling, general and administrative		5,493			3,160			17,424			12,044
Research and development		1,502			1,321			4,918			4,554
Total operating expenses		6,995			4,481			22,342			16,598
Income from operations		704			3,075			1,084			6,041
Other income and expense, net		(5	)		(75	)		54			127
Income before income taxes		699			3,000			1,138			6,168
Income tax (benefit) expense		(72	)		(6,448	)		434			(5,706	)
Net income	$	771		$	9,448		$	704		$	11,874
Net income per common share:
Basic	$	0.02		$	0.28		$	0.02		$	0.36
Diluted	$	0.02		$	0.27		$	0.02		$	0.35
Weighted average common shares outstanding:
Basic		36,222			33,512			34,409			33,221
Diluted		37,252			34,589			35,589			34,092
Reconciliation of GAAP measures to non-GAAP measures
Net income	$	771		$	9,448		$	704		$	11,874
Other income and expense, net		5			75			(54	)		(127	)
Income tax (benefit) expense		(72	)		(6,448	)		434			(5,706	)
Depreciation and amortization		644			180			1,597			800
Share based compensation		468			204			1,424			980
Adjusted EBITDA	$	1,816		$	3,459		$	4,105		$	7,821

XML

Document And Entity Information	Nov. 22, 2021
Document Information [Line Items]
Entity, Registrant Name	Genasys Inc.
Document, Type	8-K
Document, Period End Date	Nov. 22, 2021
Entity, Incorporation, State or Country Code	DE
Entity, File Number	000-24248
Entity, Tax Identification Number	87-0361799
Entity, Address, Address Line One	16262 West Bernardo Drive
Entity, Address, City or Town	San Diego
Entity, Address, State or Province	CA
Entity, Address, Postal Zip Code	92127
City Area Code	858
Local Phone Number	676-1112
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Title of 12(b) Security	Common stock
Trading Symbol	GNSS
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity, Central Index Key	0000924383