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, 2026
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
GENASYS INC.
(Exact name of registrant as specified in its charter)
Delaware
87-0361799
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
16262 West Bernardo Drive, San Diego,
California
92127
(Address of principal executive offices)
(Zip Code)
(858) 676-1112
(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
GNSS
NASDAQ Capital Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
The number of shares of Common Stock, $0.00001 par value, outstanding on May 8, 2026 was 45,542,009.
Table of Contents
Page
PART I.
FINANCIAL INFORMATION
1
Item 1.
Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets
Condensed Consolidated Statements of Operations
2
Condensed Consolidated Statements of Comprehensive Income (Loss)
3
Condensed Consolidated Statements of Cash Flows
4
Notes to Unaudited Condensed Consolidated Financial Statements
6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
27
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
38
Item 4.
Controls and Procedures
PART II.
OTHER INFORMATION
Legal Proceedings
Item 1A.
Risk Factors
39
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
40
Signatures
41
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Genasys Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value and share amounts)
March 31,2026
September 30,2025
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$
931
7,969
Short-term marketable securities
30
70
Accounts receivable, net of allowance for credit losses of $65
13,076
7,596
Contract assets
3,326
6,117
Inventories, net
9,670
8,805
Prepaid expenses and other
11,782
8,742
Total current assets
38,815
39,299
Long-term restricted cash
585
Property and equipment, net
948
1,125
Goodwill
13,401
13,450
Intangible assets, net
4,993
6,147
Operating lease right of use assets, net
2,003
2,419
Other assets
885
844
Total assets
61,630
63,869
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
9,653
8,181
Customer deposit
19,192
19,669
Accrued liabilities
8,542
7,451
Operating lease liabilities, current portion
1,162
Notes payable, at fair value - short term
14,610
18,010
Total current liabilities
53,159
54,436
Warrant liability
2,010
3,570
Deferred revenue, noncurrent
1,811
1,478
Operating lease liabilities, noncurrent
1,622
2,218
Total liabilities
58,602
61,702
Stockholders' equity:
Preferred stock, $0.00001 par value; 5,000,000 shares authorized; none issued and outstanding
—
Common stock, $0.00001 par value; 100,000,000 shares authorized; 45,482,009 and 45,161,172 shares issued and outstanding as of March 31, 2026 and September 30, 2025, respectively
Additional paid-in capital
128,391
127,384
Accumulated deficit
(125,998
)
(125,904
Accumulated other comprehensive income
635
687
Total stockholders' equity
3,028
2,167
Total liabilities and stockholders' equity
The accompanying notes are an integral part of these condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share and share amounts)
Three Months EndedMarch 31,
Six Months EndedMarch 31,
2026
2025
Revenues:
Product sales
12,726
3,070
26,987
7,214
Contract and other
2,779
3,862
5,583
6,658
Total revenues
15,505
6,932
32,570
13,872
Cost of revenues
5,686
4,322
14,568
8,084
Gross profit
9,819
2,610
18,002
5,788
Operating expenses
Selling, general and administrative
6,206
6,648
12,846
13,482
Research and development
2,331
2,217
4,226
4,502
Total operating expenses
8,537
8,865
17,072
17,984
Income (loss) from operations
1,282
(6,255
930
(12,196
Other (expense) income
Interest income
12
37
19
98
Interest expense
(325
(350
(760
(718
Change in fair value of Term Loans and warrants
(100
520
(1
2,620
Other
(20
(12
50
Other (expense) income, net
(414
187
(754
2,050
Income (loss) before income taxes
868
(6,068
176
(10,146
Income tax expense
145
71
270
Net income (loss)
723
(6,139
(94
(10,217
Net income (loss) per common share:
Basic
0.02
(0.14
(0.00
(0.23
Diluted
Weighted average common shares outstanding:
45,268,405
45,002,197
45,232,617
44,956,697
46,006,026
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
Unrealized gain on marketable securities
(8
Unrealized foreign currency gain (loss)
(57
88
(52
(112
Comprehensive income (loss)
666
(6,052
(146
(10,337
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Operating Activities:
Net loss
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
1,371
1,428
Warranty provision (settlement)
72
Inventory obsolescence
101
165
Loss on disposition of fixed assets
Share-based compensation
970
805
Gain on change in fair value of warrants
(1,560
(3,420
Loss on change in fair value of Term Loans
1,561
800
Amortization of operating lease right of use asset
413
379
Accretion of investment of marketable securities
(40
Changes in operating assets and liabilities:
Accounts receivable, net
(5,483
(340
2,791
(967
(1,527
(3,296
(1,369
1,476
151
(477
Accrued and other liabilities
1,009
7,816
Net cash used in operating activities
(2,113
(5,375
Investing Activities:
Purchases of marketable securities
(1,401
Proceeds from maturities of marketable securities
8,086
Capital expenditures
(41
(224
Net cash provided by investing activities
6,461
Financing Activities:
Proceeds from exercise of stock options
43
Repayment of First Amendment Term Loan principal
(4,000
Payment of minimum return on First Amendment Term Loan
(961
Shares retained for payment of taxes in connection with exercise of stock options
(2
Shares retained for payment of taxes in connection with settlement of restricted stock units
(18
Net cash (used in) provided by financing activities
(4,924
25
Effect of foreign exchange rate on cash
(54
Net decrease in cash, cash equivalents, and restricted cash
(7,038
1,057
Cash, cash equivalents and restricted cash, beginning of period
8,554
5,290
Cash, cash equivalents and restricted cash, end of period
1,516
6,347
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets:
5,667
Restricted cash, current portion
95
Total cash, cash equivalents and restricted cash shown in the consolidated balance sheets
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
Noncash investing and financing activities:
Change in unrealized gain on marketable securities
7
Purchases of property and equipment included in accounts payable and accrued liabilities
Supplemental disclosure of cash flow information
Cash paid for interest
760
368
Cash paid for taxes
260
11
5
Notes to the Condensed Consolidated Financial Statements
1. OPERATIONS
Genasys Inc. (“Genasys” or the “Company”) is a global provider of Protective Communications™ solutions including its Genasys Protect™ software platform and Genasys Long Range Acoustic Devices (“LRAD”). Genasys’ unified platform receives information from a wide variety of sensors and Internet-of-Things (“IoT”) inputs to collect real-time information on developing and active emergency situations. The Company’s customers can use this information to create and disseminate alerts, warnings, notifications, and instructions through multiple channels before, during, and after public safety and enterprise threats, critical events, and other crisis situations.
2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
General
The Company’s unaudited interim condensed consolidated financial statements included herein have been prepared in accordance with the instructions to Form 10-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 financial statements reflect adjustments necessary to present fairly the financial position, results of operations, and cash flows for those periods indicated, and contain adequate disclosure to make the information presented not misleading. Adjustments included herein are of a normal, recurring nature unless otherwise disclosed in the footnotes. The condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended September 30, 2025, included in the Company’s Annual Report on Form 10-K, as filed with the SEC on December 15, 2025. The accompanying condensed consolidated balance sheet as of September 30, 2025, has been derived from the audited consolidated balance sheet as of September 30, 2025, 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 six wholly owned subsidiaries, Genasys II Spain, S.A.U. (“Genasys Spain”), Genasys Communications Canada ULC, Genasys Puerto Rico, LLC, Zonehaven LLC (“Zonehaven”), Evertel Technologies LLC (“Evertel”), and one currently inactive subsidiary, Genasys America de CV. The consolidated financial statements include the accounts of these subsidiaries after elimination of intercompany transactions and accounts.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions (e.g., share-based compensation valuation, allowance for doubtful accounts for expected credit losses, fair value of term loans and warrant liabilities, valuation of inventory, goodwill and intangible assets, warranty reserve, valuation of operating lease right of use assets and operating lease liabilities, accrued bonus and valuation allowance related to deferred tax assets) that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and that affect the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates.
Cash, cash equivalents and restricted cash
The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. As of March 31, 2026, the amount of cash and cash equivalents was $931. As of September 30, 2025, the amount of cash and cash equivalents was $7,969.
The Company considers any amounts pledged as collateral or otherwise restricted for use in current operations to be restricted cash. In addition, the Company excludes from cash and cash equivalents cash required to fund specific future contractual obligations related to business combinations. Restricted cash is classified as a current asset unless amounts are not expected to be released and available for use in operations within one year. As of March 31, 2026 and September 30, 2025, restricted cash was $585 at both dates, and was restricted for a maintenance contract and corporate card program.
Accounts receivable and allowance for credit losses
The Company maintains an allowance for credit losses primarily for estimated losses resulting from the inability or failure of individual customers to make required payments. The Company maintains an allowance under Accounting Standards Codification (“ASC”) Topic 326, based on historical losses, changes in payment history, customer-specific information, current economic conditions, and reasonable and supportable forecasts of future economic conditions. The allowance under ASC 326 is updated as additional losses are incurred or information becomes available related to the customer or economic conditions.
The Company’s allowance for credit losses was $65 as of both March 31, 2026 and September 30, 2025.
The Company writes off accounts receivable based on the age of the receivable and the facts and circumstances surrounding the customer and reasons for non-payment. Actual write-offs might differ from the recorded allowance. The Company’s historical credit losses have not been significant due to this dispersion and the financial stability of the Company’s customers. The Company considers its historical credit losses to be immaterial to its business and, therefore, has not provided all the disclosures otherwise required by the standard.
Term Loans
The Company determined that it is eligible for the fair value option (“FVO”) election in connection with the Term Loans (as defined below). The Term Loans meet the definition of a “recognized financial liability” which is an acceptable financial instrument eligible for the FVO under ASC 825-10-15-4 and do not meet the definition of any of the financial instruments found within ASC 825-10-15-5 that are not eligible for the FVO. The FVO election was made to enhance the relevance and transparency of information presented related to the features embedded in the Term Loan. At the date of issuance, the fair value of the Term Loans were estimated using a discounted cash flow method. Changes in the fair value of the Term Loan, other than changes associated with the Company's own credit risk, are recorded as gains or losses in the Company’s condensed consolidated statements of operations and comprehensive loss in each reporting period. Changes in fair value attributable to the Company’s own credit risk are recorded in other comprehensive income or loss in the Company’s condensed consolidated statements of operations and comprehensive loss in each reporting period. Under the FVO, debt issuance costs are expensed as incurred and recorded in other expenses in the Company’s condensed consolidated statements of operations and comprehensive loss.
Warrants
The warrants issued in conjunction with the Close Date Term Loan are classified as liabilities under ASC 815-40 due to not being indexed to the Company’s stock. The warrants are measured at fair value using a Monte Carlo simulation to capture the down-round provision in the warrant agreement. Changes in fair value of the warrants, are recorded as gains or losses in other income in the Company’s condensed consolidated statements of operations and comprehensive loss in each reporting period.
3. RECENT ACCOUNTING PRONOUNCEMENTS
Recently adopted pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, which means that it will be effective for the Company’s annual periods beginning October 1, 2024, and interim periods beginning October 1, 2025. The adoption of this standard did not have a material effect on the Company’s condensed consolidated financial statements. Refer to “Note 18. Segment Information”, for additional information.
Accounting pronouncements not yet adopted
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as disaggregated information on income tax paid. The standard is effective for fiscal years beginning after December 15, 2024, which means it will be effective for the Company’s fiscal year beginning October 1, 2025. The Company expects to adopt the standard in its consolidated financial statements for the fiscal year ending September 30, 2026 and is currently evaluating the impact of the adoption; however, the Company does not expect the adoption to have a material effect on its consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”). ASU 2024-03 requires public business entities to disclose, in tabular form, the disaggregation of relevant income statement expense captions into specified natural expense categories. In addition, in January 2025, the FASB issued ASU No. 2025-01 “ Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Interim Disclosure Effective Date Clarification” (“ASU 2025-01”). ASU 2025-01 clarifies that the new disaggregation disclosure requirements are effective for annual reporting periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027,which means it will be effective for the Company’s annual periods beginning October 1, 2027, and interim periods beginning October 1, 2028. The Company is currently evaluating the impact these updated standards will have on its disclosures within the consolidated financial statements.
In February 2025, the FASB issued ASU 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.” The ASU provides clarifications and targeted improvements related to the application of the CECL model to trade receivables and contract assets. ASU 2025-05 is effective for fiscal years beginning after
December 15, 2025, including interim periods within those years. For the Company, this standard will be effective beginning October 1, 2026. The Company is currently evaluating the impact of this ASU, but does not expect it to have a material effect on its consolidated financial statements.
4. REVENUE RECOGNITION
ASC 606, Revenue from Contracts with Customers (“ASC 606”), outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized:
ASC 606 requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services.
The Company derives its revenue from the sale of products to customers, contracts, software license fees, other services and freight. The Company sells its products through its direct sales force and through authorized resellers and system integrators. The Company recognizes revenue for goods, including software, when all the significant risks and rewards have been transferred to the customer, no continuing managerial involvement usually associated with ownership of the goods is retained, no effective control over the goods sold is retained, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transactions will flow to the Company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Software license revenue, maintenance and/or software development service fees may be bundled in one arrangement or may be sold separately.
Product 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 the Company’s customer obtains control of the products. A smaller portion of product revenue is recognized when the customer receives delivery of the products. A portion of products are sold through resellers and system integrators based on firm commitments from an end user, and as a result, resellers and system integrators carry little or no inventory. The Company’s customers do not have a right to return product unless the product is found defective and therefore the Company’s estimate for returns has historically been insignificant.
Long-term contracts - over-time revenue recognition using input cost measures
We recognize revenue for our Puerto Rico Early Warning System (EWS) project (the “Puerto Rico EWS Project”) over time in accordance with ASC 606-10-25-27(c), using a cost-to-cost input method that includes a zero-margin approach for uninstalled materials. As hardware costs are incurred, we record an equal amount of revenue, resulting in zero margin. We then measure overall project progress by comparing labor costs incurred to total estimated labor costs, excluding hardware from the calculation. This labor-based percentage of completion is applied to determine both the portion of hardware margin to be recognized on previously recorded zero-margin hardware and the amount of non-hardware revenue to record for the period.
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
The Company offers extended warranty, maintenance and other services. Extended warranty and maintenance contracts are offered with terms ranging from one to several years, which provide repair and maintenance services after expiration of the original one-year warranty term. Revenues from separately priced extended warranty and maintenance contracts are recognized based on time elapsed over the service period and classified as contract and other revenues. Revenue from other services such as training or installation is recognized when the service is completed.
8
Multiple performance obligation arrangements
The Company has entered into a number of arrangements that contain multiple performance obligations, such as the sale of a product or perpetual software licenses that may include maintenance and support (included in price of perpetual licenses) and time-based software 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 an arrangement with multiple performance obligations, the Company allocates the fair value of each element within the arrangement, including software and software-related services such as maintenance and support, using the known stand-alone selling price, or if unknown, an expected cost-plus margin approach to determine the stand-alone selling price. In general, elements in such arrangements are also sold on a stand-alone basis and stand-alone selling prices are observable.
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.
The Company disaggregates revenue by reporting segment (Hardware and Software) and geographically to depict the nature of revenue in a manner consistent with its business operations and to be consistent with other communications and public filings. Refer to “Note 18. Segment Information” and “Note 19. Major Customers, Suppliers and Related Information” for additional details of revenues by reporting segment and disaggregation of revenue.
Variable consideration
The transaction price may include variable consideration, such as rebates, discounts, and returns, estimated using the expected value or most likely amount method. These estimates are based on historical experience and contractual terms and are constrained to avoid significant revenue reversals. Adjustments are recognized when new information becomes available, and variable consideration is allocated to performance obligations as applicable.
Contract assets and liabilities
The Company enters into contracts to sell products and provide services and recognizes contract assets and liabilities that arise from these transactions. The Company recognizes revenue and corresponding accounts receivable according to ASC 606 and, at times, recognizes revenue in advance of the time when contracts give the Company the right to invoice a customer. Sales commissions are considered incremental and recoverable costs of obtaining a contract with a customer. Subscription related commission costs are deferred and then amortized on a straight-line basis over the period of benefit. The Company may also receive consideration, per terms of a contract, from customers prior to transferring goods to the customer. The Company records customer deposits as a contract liability. Additionally, the Company may receive payments, most typically for service and warranty contracts, at the onset of the contract and before the services have been performed. In such instances, a deferred revenue liability is recorded. The Company recognizes these contract liabilities as revenue after all revenue recognition criteria are met. The table below reflects the balances of contract liabilities as of March 31, 2026 and September 30, 2025, including the change between the periods. The current portion of contract liabilities and the noncurrent portion are included in “Accrued liabilities” and “Other liabilities, noncurrent”, respectively, on the accompanying condensed consolidated balance sheets. Refer to “Note 9. Accrued and Other Liabilities” for additional details. Contract asset balance was $3,326 as of March 31, 2026, of which $3,221 related to the Puerto Rico EWS Project. Contract asset balance was $6,117 as of September 30, 2025, of which $6,025 related to the Puerto Rico EWS Project.
9
The Company’s contract liabilities were as follows:
Customerdeposits
Deferredrevenue
Totalcontractliabilities
Balance as of September 30, 2025
5,743
25,412
New performance obligations
31,445
4,581
36,026
Recognition of revenue as a result of satisfying performance obligations
(31,922
(4,802
(36,724
Effect of exchange rate on deferred revenue
Balance as of March 31, 2026
5,521
24,713
Less: non-current portion
(1,811
Current portion as of March 31, 2026
3,710
22,902
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, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $24,713, of which $14,518, or 59% of the total performance obligations, was related to the Puerto Rico EWS Project. The Company expects to recognize revenue on approximately $22,902 or 93% of the remaining performance obligations over the next 12 months, and the remainder is expected to be recognized thereafter. The customer deposit balance as of March 31, 2026 included $14,292 for the Puerto Rico EWS Project.
For the six months ended March 31, 2026, the Company recognized $8,937 from the customer deposit balance and $5,115 from the deferred revenue balance, both as of September 30, 2025.
Practical expedients
In cases where the Company is responsible for shipping after the customer has obtained control of the goods, the Company has elected to treat these activities as fulfillment activities rather than as a separate performance obligation. Additionally, the Company has elected to capitalize the cost to obtain a contract only if the period of amortization would be longer than one year. The Company only gives consideration to whether a customer agreement has a financing component if the period of time between transfer of goods and services and customer payment is greater than one year. The Company also utilizes the “as invoiced” practical expedient in certain cases where performance obligations are satisfied over time and the invoiced amount corresponds directly with the value provided to the customer.
5. FAIR VALUE MEASUREMENTS
The Company’s financial instruments consist principally of cash equivalents, short and long-term marketable securities, accounts receivable, accounts payable, Term Loans, and warrant liabilities. 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 on 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 were determined based on Level 1 and Level 2 inputs. The valuation techniques used to measure the fair value of the “Level 2” instruments were based on quoted market prices or model-driven valuations using significant inputs derived from or corroborated by observable market data. The valuation techniques used to measure the Term Loans and warrant liabilities were determined based on Level 3 inputs not observable in the market and
10
significant to the instruments’ valuations. Refer to “Note 11. Term Loans and Warrant Liabilities”, for additional information regarding the valuation techniques and significant inputs used.
Other than the Term Loans and the warrant liabilities, the Company did not have any financial instruments in the Level 3 category as of March 31, 2026 or September 30, 2025. 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. There have been no changes in Level 1, Level 2, and Level 3 and no changes in valuation techniques for financial instruments measured at fair value on a recurring basis for the periods ended March 31, 2026 and September 30, 2025.
Instruments measured at fair value on a recurring basis
Cash equivalents and marketable securities: The following tables present the Company’s cash equivalents and marketable securities’ costs, gross unrealized gains and losses, and fair value by major security type recorded as cash equivalents or short-term or long-term marketable securities as of March 31, 2026, and September 30, 2025. Unrealized gains and losses from the remeasurement of marketable securities are recorded in accumulated other comprehensive income until recognized in earnings upon the sale or maturity of the security.
March 31, 2026
CostBasis
GrossUnrealizedGain
GrossUnrealizedLoss
FairValue
CashEquivalents
Short-termSecurities
Long-termSecurities
Money market funds
157
Municipal securities
Subtotal
Total
September 30, 2025
105
175
The Company manages debt investments as a single portfolio of highly marketable securities that is intended to be available to meet current cash requirements. Historically, the gross unrealized losses related to the Company’s portfolio of available-for-sale debt securities were immaterial, and primarily due to normal market fluctuations and not due to increased credit risk or other valuation concerns. There were no gross unrealized losses on available-for-sale debt securities as of March 31, 2026, and historically, such gross unrealized losses have been temporary in nature. The Company believes that it is probable the principal and interest will be collected in accordance with the contractual terms. The debt investment portfolio is reviewed at least quarterly, or when there are changes in credit risks or other potential valuation concerns, to identify and evaluate whether an allowance for credit losses or impairment would be necessary. Factors considered in determining whether a loss is temporary include the magnitude of the decline in market value, the length of time the market value has been below cost (or adjusted cost), credit quality, and the Company’s ability and intent to hold the securities for a period of time sufficient to allow for any anticipated recovery in market value.
As of March 31, 2026 and September 30, 2025, there were no unrealized loss positions related to available-for-sale debt securities.
Instruments measured at fair value on a non-recurring basis
Nonfinancial assets: Nonfinancial assets such as goodwill, other intangible assets, long-lived assets held and used, and right-of-use (“ROU”) assets are measured at fair value when there is an indicator of impairment and recorded at fair value only when impairment is recognized or for a business combination.
Goodwill and intangible assets are recognized at fair value during the period in which an acquisition is completed, from updated estimates during the measurement period, or when they are considered to be impaired. These non-recurring fair value measurements, primarily for intangible assets acquired, were based on Level 3 inputs. The Company estimates the fair value of these long-lived assets on a non-recurring basis based on a market valuation approach, engaging independent valuation experts to assist in the determination of fair value. There were no impairments during the three and six months ended March 31, 2026 and 2025, respectively.
The following table presents nonfinancial assets that were subject to fair value measurement during the twelve months ended September 30, 2025. Certain intangible assets, operating lease ROU assets and goodwill are subject to foreign currency translation adjustments.
Fair Value Measurements at September 30, 2025
Carrying Value
(Level 1)
(Level 2)
(Level 3)
Gain (Loss)
Operating Lease ROU Asset
67
6. INVENTORIES, NET
Inventories, net consisted of the following:
Raw materials
2,754
2,470
Finished goods
2,166
4,987
Work in process
6,139
2,636
Inventories, gross
11,059
10,093
Reserve for obsolescence
(1,389
(1,288
7. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following:
Office furniture and equipment
1,633
Machinery and equipment
1,663
1,480
Leasehold improvements
2,294
Vehicles
Construction in progress
183
Property and equipment, gross
5,620
5,590
Accumulated depreciation
(4,672
(4,465
Depreciation and amortization expense for property and equipment was $112 and $108 for the three months ended March 31, 2026 and 2025, respectively. Depreciation and amortization expense for property and equipment was $217 and $226 for the six months ended March 31, 2026 and 2025, respectively.
8. GOODWILL AND INTANGIBLE ASSETS
Goodwill is attributable to the acquisitions of Genasys Spain, Zonehaven, Evertel, and the Amika Mobile asset purchase and is due to combining the integrated emergency critical communications, mass messaging solutions and software development capabilities with existing hardware products for enhanced offerings and the skill level of the acquired workforces. The Company periodically reviews goodwill for impairment in accordance with relevant accounting standards. As of March 31, 2026 and September 30, 2025, goodwill was $13,401 and $13,450, respectively. There were no additions or impairments to goodwill during the six months ended March 31, 2026 or March 31, 2025.
The changes in the carrying amount of goodwill by segment as of March 31, 2026, were as follows:
Hardware
Software
Currency translation
(49
The changes in the carrying amount of intangible assets by segment as of March 31, 2026, were as follows:
6,135
Amortization
(1,153
(1,154
4,982
Intangible assets and goodwill related to Genasys Spain are translated from Euros to U.S. dollars at the balance sheet date. The net impact of foreign currency exchange differences arising during the period related to goodwill and intangible assets was a decrease of $49.
The Company’s consolidated intangible assets consisted of the following:
Technology
14,272
14,234
Customer relationships
2,100
2,063
Trade name portfolio
623
610
Patents
17,067
16,979
Accumulated amortization
(12,074
(10,832
As of March 31, 2026, future amortization expense was as follows:
Fiscal year ending September 30,
2026 (remaining six months)
1,067
2027
2,048
2028
1,220
2029
329
2030
328
Thereafter
Total estimated amortization expense
Amortization expense was $577 and $584 for the three months ended March 31, 2026 and 2025, respectively. Amortization expense was $1,154 and $1,202 for the six months ended March 31, 2026 and 2025, respectively.
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9. PREPAID EXPENSES AND OTHER
Prepaid expenses and other current assets consisted of the following:
Deposits for inventory
8,471
6,617
Prepaid insurance
1,050
185
Puerto Rico sales tax receivable
491
Prepaid commissions
425
410
Spain value-added tax and bank withholdings
383
360
Dues and subscriptions
241
207
Prepaid professional services
191
345
Trade shows and travel
103
60
Canadian goods and services and harmonized sales tax receivable
59
29
172
Deposits for inventory consisted of cash payments to vendors for inventory to be delivered in the future. The balance as of March 31, 2026 included $7,800 for the Puerto Rico EWS Project.
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.
Puerto Rico sales tax receivable represents sales and use tax paid on importations into Puerto Rico that is recoverable from the Puerto Rico Treasury Department (“Hacienda”). The balance is eligible to be credited, refunded, or applied to other tax obligations and is expected to be applied against the Company’s Puerto Rico income tax liability in its annual return.
Prepaid commissions represented the current portion of sales commissions paid in connection with obtaining a contract with a customer. These costs are deferred and are amortized on a straight-line basis over the period of benefit, which is typically between three and five years. Amortization of prepaid commissions is included in selling, general and administrative expenses in the accompanying condensed consolidated statement of operations.
Spain value-added tax receivable and bank withholdings
Spain value-added tax (“VAT”) is a consumption tax applied to most goods and services. Registered businesses can recover VAT paid on eligible purchases by submitting periodic tax returns. The VAT receivable represents the amount refundable from the Spanish tax authorities.
Dues and subscriptions consisted of payments made in advance for software subscriptions and trade and professional organizations. These payments are amortized on a straight-line basis over the term of the agreements.
Prepaid professional services consisted of payments made in advance for services such as accounting and legal services.
Trade shows and travel consisted of payments made in advance for trade show events.
The goods and services tax and harmonized sales tax (“GST/HST”) is a Canadian value-added tax that applies to many goods and services. Registrants may claim refundable tax credits for GST/HST incurred through filing periodic tax returns. This GST/HST receivable is a receivable from the Canadian Revenue Agency.
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10. ACCRUED AND OTHER LIABILITIES
Accrued liabilities consisted of the following:
Deferred revenue
4,265
Payroll and related
2,886
2,471
Accrued contract costs
1,489
550
Income tax liability
290
20
Warranty reserve
134
62
Short-term provision
33
83
Deferred revenue as of March 31, 2026, included prepayments from customers for services, including extended warranty, scheduled to be performed within the next twelve months. Deferred extended warranty consisted of warranties purchased in excess of the Company’s standard warranty. Extended warranties typically range from one to two years.
Accrued payroll and related obligations consisted primarily of accrued bonus, accrued vacation, accrued sales commissions and benefits.
Accrued contract costs consisted of accrued expenses for contracting a third-party service provider to fulfill repair and maintenance obligations required under a contract with a foreign military for units sold in prior periods. Payments to the service provider will be made annually upon completion of each year of service. The Company is contractually obligated to provide such repair and maintenance services through November 2027. These services are being recorded in cost of revenues to correspond with the revenues for these services.
Changes in the warranty reserve and extended warranty were as follows:
Beginning balance
76
Warranty provision
82
Warranty settlements
(10
Ending balance
65
The Company establishes a warranty reserve based on anticipated warranty claims at the time product revenue is recognized. Factors affecting warranty reserve levels include the number of units sold, anticipated cost of warranty repairs and anticipated rates of warranty claims. The Company evaluates the adequacy of the provision for warranty costs each reporting period and adjusts the accrued warranty liability to an amount equal to estimated warranty expense for products currently under warranty.
11. TERM LOANS AND WARRANT LIABILITIES
On May 13, 2024, the Company entered into a term loan and security agreement (the “Loan Agreement”), pursuant to which the Company received $14,700 in cash proceeds in exchange for a $15,000 term loan (the “Close Date Term Loan”) and the issuance of warrants to purchase up to 3,068,182 shares of the Company’s common stock (“Warrants”). Because the Close Date Term Loan and Warrants were determined to be freestanding financial instruments both recorded subsequently at fair value, the proceeds received were allocated to each instrument on a relative fair value basis.
On May 9, 2025, the Company entered into a First Amendment to Term Loan and Security Agreement (the “First Amendment”), which amended the terms of the Loan Agreement. Pursuant to the First Amendment, the lenders (the “Lenders”) agreed to: (i) extend an additional term loan to the Company in the aggregate principal amount of $4,000 (the “First Amendment Term Loan” and with the Close Date Term Loan, the “Term Loans”), and (ii) provide a process to obtain, at the Lenders’ sole discretion, an additional term loan of up to $4,000 (the “Additional Term Loan”). The terms of the existing $15,000 Close Date Term Loan remain
15
unchanged. As of March 31, 2026, the Additional Term Loan had not been drawn.
The Loan Agreement contains customary representation and warranties of the Company, affirmative and negative covenants, including without limitation restricting the Company from certain distributions, investments, indebtedness, sales of assets, loans and payments, of the Company, events of default and remedies thereupon, indemnification obligations of the Company, termination provisions, and other obligations and rights of the parties. All obligations under the Loan Agreement are secured by substantially all of the Company’s assets. As of March 31, 2026, the Company was not in compliance with the minimum cash requirement covenant in the Loan Agreement and signed a waiver with the Lenders in connection with such noncompliance. In connection with the waiver, the outstanding principal balance was increased by $56. No other terms of the Loan Agreement were changed.
The Company determined that the Term Loans were eligible for the FVO and accordingly elected the FVO for the Term Loans. This election was made because of operational efficiencies in valuing and reporting for the Term Loans in their entirety at each reporting date. As a result of electing the FVO, the Term Loans were recorded at fair value at issuance with subsequent remeasurements at fair value each reporting period. The Company recognizes the resulting gain or loss related to changes to the fair value of the Term Loans, other than changes associated with the Company’s own credit risk, on the condensed consolidated statements of operations within other income. The change in fair value related to the accrued interest components of the Term Loans is also included within other income on the condensed consolidated statement of operations. The change in fair value attributable to the Company’s own credit risk is recorded in other comprehensive income or loss in the Company’s condensed consolidated statements of operations and comprehensive loss. Direct costs and fees related to the Term Loans were expensed as incurred within other income on the condensed consolidated statement of operations.
Close Date Term Loan
The principal amount of the Close Date Term Loan is $15,000 and is payable upon maturity on May 13, 2026. The Close Date Term Loan provides a two percent original issue discount to the lenders. The Company is required to make quarterly interest payments on the Close Date Term Loan. The Company may elect to pay quarterly interest on the Close Date Term Loan based on the three-month Secured Overnight Financing Rate (“SOFR”) plus five percent (5%) in cash or the Company may elect to pay interest based on the three-month SOFR plus six percent (6%) with 50% paid in cash and the remainder paid by issuing shares of the Company’s common stock. The Company may voluntarily redeem the Close Date Term Loan within one year of the issuance at 101% of the principal amount and after one year at par value.
The Company utilized the discounted cash flow method with reliance on the Monte Carlo simulation model to determine the fair value of the Close Date Term Loan at issuance and subsequently at each reporting date. The fair value of the Close Date Term Loan was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. One of the significant fair value assumptions is the discount rate, which was 36.0% and 36.1% as of March 31, 2026 and September 30, 2025, respectively.
A summary of the changes in the fair value of the Close Date Term Loan Level 3 rollforward is as follows:
13,100
12,010
Change in fair value in net loss
1,510
12,810
First Amendment Term Loan
The principal of the First Amendment Term Loan was $4,000 and was payable upon maturity on December 31, 2025. The First Amendment Term Loan and any Additional Term Loan provided under the First Amendment bore interest at a rate equal to the three-month Term SOFR plus five percent (5.00%) per annum. Interest on the outstanding principal balance of the First Amendment Term Loan and any Additional Term Loan is payable quarterly in arrears in cash. In addition, the Company was required to pay to the Lenders, concurrently with each payment of principal under the First Amendment Term Loan and any Additional Term Loan, an additional amount such that the Lenders received a total return equal to 30% of the principal amount being repaid, including the interest paid on such principal amount and such additional payment amount (“Minimum Return Amount”).
The Company utilized the discounted cash flow method with reliance on the Monte Carlo simulation model to determine the fair value of the First Amendment Term Loan at issuance and subsequently at each reporting date. The fair value of the First Amendment Term Loan was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. One of the significant fair value assumptions is the discount rate, which was 34.8% as of September 30, 2025.
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The Company recognized a loss on issuance of the First Amendment Term Loan of $480 which represents the difference between the cash received for the First Amendment Term Loan and the fair value of the First Amendment Term Loan at issuance. The loss on issuance of the First Amendment Term Loan is recorded within other income on the condensed consolidated statement of operations.
The Company paid off the First Amendment Term Loan in December 2025.
Six Months Ended
4,910
51
Payment
(4,961
Warrant Liabilities
The Company issued Warrants to the Lenders to purchase up to 3,068,182 shares of the Company’s common stock at an initial exercise price of $2.53 per share, subject to certain adjustments. The Warrants are exercisable upon issuance through May 13, 2029 and may be exercised via cashless exercise.
The Warrants are recognized as liabilities in the condensed consolidated balance sheet and are subject to remeasurement at each balance sheet date from issuance. Any change in fair value is recognized in other income within the condensed consolidated statement of operations.
The Company utilized the Monte Carlo simulation model to determine the fair value of the warrant liabilities at issuance and subsequently at each reporting date. The fair value of the warrant liabilities is the present value of the warrant payoff at expiration; discounted at the risk-free rate. The fair value of the warrant liabilities was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.
The following is a summary of the fair value assumptions applied in determining the initial fair value and the subsequent fair value of the warrant liabilities as of each respective date:
March 31,
September 30
Discount Rate
3.8
%
3.7
Volatility
63.0
62.6
A summary of the changes in the fair value of the warrant liabilities Level 3 rollforward is as follows:
6,640
3,220
12. LEASES
The Company determines if an arrangement is a lease at inception. The guidance in ASC 842 defines a lease as a contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. Operating lease ROU assets and lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. The Company’s leases do not provide an implicit rate. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Additionally, the portfolio approach is used in determining the discount rate used to present value lease payments. The ROU asset includes any lease payments made and excludes lease incentives and initial direct costs incurred.
The Company is party to operating leases for office and production facilities and equipment under agreements that expire at various dates through fiscal year 2028. The Company elected the package of practical expedients permitted under the lease standard. In electing the practical expedient package, the Company is not required to reassess whether an existing or expired contract is or
17
contains a lease, reassess the lease classification for expired or existing leases nor reassess the initial direct costs for leases that commenced before the adoption of ASC 842. The Company also elected the short-term lease exemption such that the lease standard was applied to leases greater than one year in duration. Leases with an initial term of twelve months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.
The tables below show the operating lease ROU assets and liabilities as of September 30, 2025, and the balances as of March 31, 2026, including the changes during the periods.
OperatingleaseROU assets
Operating lease ROU assets as of September 30, 2025
Less amortization of operating lease ROU assets
(413
Effect of exchange rate on operating lease ROU assets
(3
Operating lease ROU assets as of March 31, 2026
Operatingleaseliabilities
Operating lease liabilities at September 30, 2025
3,343
Less lease principal payments on operating lease liabilities
(555
Effect of exchange rate on operating lease liabilities
(4
Operating lease liabilities as of March 31, 2026
2,784
Less non-current portion
(1,622
As of March 31, 2026, the Company’s operating leases have a weighted-average remaining lease term of 2.3 years and a weighted-average incremental borrowing rate of 4.23%. The maturities of the operating lease liabilities are as follows:
622
1,258
1,047
Total undiscounted operating lease payments
2,927
Less imputed interest
(143
Present value of operating lease liabilities
For the three months ended March 31, 2026 and 2025, total lease expense under operating leases was approximately $239 and $235, respectively. For the six months ended March 31, 2026 and 2025, total lease expense under operating leases was approximately $477 and $436, respectively.
13. INCOME TAXES
The Company’s effective tax rate for the six months ended March 31, 2026 and 2025 was 153.4% and negative 0.7%, respectively.
For the six months ended March 31, 2026, the Company recorded an income tax expense of $270 using an estimated annual effective tax rate approach pursuant to ASC 740-270-25-2. For the six months ended March 31, 2025, the Company recorded an income tax expense of $71 using an estimated annual effective tax rate approach pursuant to ASC 740-270-25-2 and factoring in a discrete tax benefit related to the filing of the Company’s 2023 Canadian tax return.
The Company continues to maintain a full valuation allowance against its U.S. and foreign deferred tax assets.
ASC 740, 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
18
Company would recognize these charges as income tax expense. The Company has not recorded any income tax expense or benefit for uncertain tax positions.
14. COMMITMENTS AND CONTINGENCIES
Litigation
We may at times be involved in litigation in the ordinary course of business. We will also, from time to time, when appropriate in management’s estimation, record adequate reserves in our financial statements for pending litigation.
On November 19, 2025, Gerry Darden, individually and as representative of the estate of Stacey Darden, filed a lawsuit in Los Angeles Superior Court against Southern California Edison Company and Edison International (collectively, the “Edison Defendants”) and the Company, related to the wildfire that occurred in early January 2025 in the Eaton Canyon/Altadena area of Los Angeles County. In the complaint, the plaintiff alleges products liability and negligence claims against the Company based on Los Angeles County’s use of the Company’s products and seeks unspecified damages. On March 18, 2026, the Company filed its answer. The litigation is currently in its discovery phase. The Company cannot assess with any meaningful probability the likelihood of an adverse outcome or the possible loss or range of loss, if any, related to this lawsuit. The Company will vigorously defend itself in the lawsuit.
On January 20, 2026, the Edison Defendants filed a cross-complaint in Los Angeles Superior Court against the Company and 11 other public and private entities related to the same wildfire, in a lawsuit that had been filed by Jeremy Gursey against the Edison Defendants. In the cross-complaint, the Edison Defendants allege negligence claims against the Company based on Los Angeles County’s use of the Company’s products and seek unspecified contribution. On March 18, 2026, the Company filed its answer. The litigation is currently in its discovery phase. The Company cannot assess with any meaningful probability the likelihood of an adverse outcome or the possible loss or range of loss, if any, related to this lawsuit. The Company will vigorously defend itself in the lawsuit.
15. SHARE-BASED COMPENSATION
Equity compensation plans
The Amended and Restated 2015 Equity Incentive Plan (“2015 Equity Plan”) expired on January 19, 2025, with awards relating to 4,918,238 shares of common stock remaining outstanding under such plan. The 2025 Equity Incentive Plan (“2025 Equity Plan” and, together with the 2015 Equity Plan, the “Equity Plans”) was adopted by the Company’s Board of Directors on January 27, 2025 and approved by the Company’s stockholders on March 17, 2025. The 2025 Equity Plan authorizes the issuance of stock options, restricted stock, stock appreciation rights, restricted stock units (“RSUs”) and performance awards, up to an aggregate of 6,000,000 shares of common stock to employees, directors, advisors or consultants. As of March 31, 2026, there were options and restricted stock units outstanding covering 4,856,677 shares of common stock under the Equity Plans, and 4,537,151 shares of common stock available for grant, for a total of 9,393,828 shares of common stock authorized and unissued under the Equity Plans.
The Company’s 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. Share-based compensation is accounted for in accordance with ASC Topic 718: Compensation - Stock Compensation. Total compensation expense for all share-based awards is based on the estimated fair market value of the equity instrument issued on the grant date. For share-based awards that vest based solely on a service condition, compensation expense is recognized on a straight-line basis over the total requisite service period for the entire award. For share-based awards that vest based on a market condition, compensation expense is recognized on a straight-line basis over the requisite service period of each separately vesting tranche. For share-based awards that vest based on a performance condition, compensation expense is recognized for the number of awards that are expected to vest based on the probable outcome of the performance condition. Compensation cost for these awards will be adjusted to reflect the number of awards that ultimately vest.
Stock options
A summary of the activity in options of the Company as of March 31, 2026, is presented below:
Number ofShares
WeightedAverageExercise Price
Outstanding September 30, 2025
3,999,116
2.71
Granted
302,500
2.13
Forfeited/expired
(249,000
2.66
Exercised
(22,417
1.70
Outstanding March 31, 2026
4,030,199
2.68
Exercisable March 31, 2026
1,950,190
2.85
The aggregate intrinsic value of options outstanding and exercisable as of March 31, 2026 was $74 and $45, 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 $1.82 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, 2026 was $38 and proceeds from these exercises were $38. The total intrinsic value of stock options exercised during the six months ended March 31, 2025 was $43 and proceeds from these exercises were $43.
The following table summarizes information about stock options outstanding as of March 31, 2026:
Range ofExercise Prices
NumberOutstanding
WeightedAverageRemainingContractualTerm
WeightedAverageExercisePrice
NumberExercisable
$1.70-$1.70
616,417
4.53
371,346
$1.84-$2.45
342,500
9.04
2.14
15,834
2.26
$2.59-$2.59
633,417
5.43
2.59
230,664
$2.64-$2.68
85,000
4.25
2.67
56,042
$2.69-$2.69
1,000,000
3.52
2.69
200,000
$2.70-$3.39
700,263
3.88
2.92
545,575
2.98
$3.40-$6.87
653,602
3.68
530,729
3.71
4,031,199
4.73
The Company recorded $227 and $256 of stock option compensation expense for employees, directors and consultants for the three months ended March 31, 2026 and 2025, respectively. The Company recorded $456 and $498 of stock option compensation expense for employees, directors and consultants for the six months ended March 31, 2026 and 2025, respectively.
As of March 31, 2026, there were approximately $1,169 of total unrecognized compensation costs related to outstanding stock options. This amount is expected to be recognized over a weighted average period of 1.3 years. To the extent the forfeiture rate is different from what the Company anticipated, share-based compensation related to these awards will be different from the Company’s expectations.
Stock options that do not contain market-based vesting conditions are valued using the Black-Scholes option pricing model. The weighted average estimated fair value of employee stock options that vest without a market condition granted during the six months ended March 31, 2026 and 2025, was calculated using the Black-Scholes option-pricing model with the following weighted average assumptions (annualized percentages):
61.5
60.7
Risk-free interest rate
3.6
4.1
Dividend yield
0.0
Expected term in years
Expected volatility is based on the historical volatility of the Company’s common stock over the period commensurate with the expected term of the options. The risk-free interest rate is based on rates published by the Federal Reserve Board. The contractual term of the options granted under the Company’s 2015 Equity Plan was seven years, and ten years for options granted under the Company’s 2025 Equity Plan. The expected term is based on observed and expected time to post-vesting exercise. The expected forfeiture rate is based on past experience and employee retention data. Forfeitures are estimated at the time of the grant and revised in subsequent periods if actual forfeitures differ from those estimates. Such revision adjustments to expense will be recorded as a cumulative adjustment in the period in which the estimate is changed. The Company has not paid a dividend for the six months ended March 31, 2026 and March 31, 2025.
Performance-based stock options
On October 8, 2022, the Company awarded performance-based stock options (“PVOs”) to purchase 800,000 shares of the Company’s common stock to an executive officer, with a contractual term of seven years. Vesting is based upon the achievement of certain performance criteria for each of fiscal year 2025 and 2026, including a minimum free cash flow margin and net revenue targets. Additionally, vesting is subject to the executive officer being employed by the Company at the time the Company achieves such financial targets. The Company did not record compensation expense related to these options. Those PVOs were cancelled in January 2026.
On March 20, 2023, the Company granted PVOs to purchase up to 450,000 shares of the Company’s stock to a key member of management with a contractual term of seven years. Vesting is based upon the achievement of certain performance criteria for each of the first three twelve-month periods following the employee’s start date, including targets related to growth in the institutional ownership of the Company’s common stock and growth in the trading volume of the Company’s common stock during such periods. Additionally, vesting is subject to the employee being employed by the Company on each of the first three anniversaries of the employee’s start date. 225,000 of these options contain a market-based vesting condition and accounting principles do not require the market condition to be achieved for compensation expense to be recognized. The Company recorded $3 of compensation expense related to these options during the three months ended December 31, 2024. The grant recipient is no longer employed by the Company, and the previously recorded PVO expense was reversed and included in the stock option compensation expense above.
The Company did not grant any PVOs during the six months ended March 31, 2026. As of March 31, 2026, there was no unrecognized compensation related to PVOs.
Restricted stock units
Compensation expense for RSUs was $324 and $158 for the three months ended March 31, 2026 and 2025, respectively. Compensation expense for RSUs was $514 and $307 for the six months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, there was approximately $1,107 of total unrecognized compensation costs related to outstanding RSUs. This amount is expected to be recognized over a weighted average period of 1.4 years.
A summary of the Company’s RSUs as of March 31, 2026, is presented below:
WeightedAverage GrantDate Fair Value
277,342
2.62
858,533
2.05
Vested
(298,564
2.55
Forfeited/cancelled
(10,833
3.84
826,478
2.04
Performance-based units
On December 24, 2025, the Company granted 70,000 restricted stock units to its Chief Financial Officer, of which 35,000 were performance-based RSUs. Vesting is subject to the achievement of specified operational performance targets and continued employment. The Company has recognized compensation expense for the portion of the award deemed probable as of March 31, 2026. This RSU expense was included in the RSU expense above.
On January 26, 2026, the Company’s Board of Directors and its Compensation Committee approved the compensation for the Company’s Chief Executive Officer for fiscal year 2026. The arrangement includes a base salary, eligibility for a performance-based cash bonus, and grants of 200,000 restricted stock units under the Company’s 2025 Equity Plan, subject to time-based vesting, and 200,000 restricted stock units under the Company’s 2025 Equity Plan, subject to performance-based vesting. In connection with these grants, certain previously awarded performance-based options to purchase 800,000 shares of common stock were cancelled. The Company has recognized compensation expense for the portion of the award deemed probable as of March 31, 2026. This RSU expense was included in the RSU expense above.
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As of March 31, 2026, there was $349 unrecognized compensation related to the performance-based RSUs.
The Company recorded share-based compensation expense and classified it in the condensed consolidated statements of operations as follows:
489
338
842
664
42
56
87
104
551
414
16. STOCKHOLDERS’ EQUITY
Summary
The following table summarizes changes in the components of stockholders’ equity during the six months ended March 31, 2026 and 2025, respectively (amounts in thousands, except par value and share amounts):
Common Stock
Shares
Par ValueAmount
AdditionalPaid-inCapital
AccumulatedDeficit
AccumulatedOtherComprehensiveIncome
TotalStockholders'Equity
45,161,172
451
Share-based compensation expense
419
Issuance of common stock upon exercise of stock options, net
19,084
32
Issuance of common stock upon vesting of restricted stock units
32,055
Other comprehensive income
(817
Balance as of December 31, 2025
45,212,311
127,835
(126,721
692
1,806
3,333
266,365
Other comprehensive loss
Net income
45,482,009
454
22
AccumulatedOtherComprehensiveLoss
Balance as of September 30, 2024
44,631,030
446
125,690
(107,792
(335
17,563
391
667
27,666
Obligation to issue common stock in Evertel acquisition
270,271
(207
(4,078
Balance as of December 31, 2024
44,929,634
449
126,082
(111,870
(542
13,670
23,480
201,390
Balance as of March 31, 2025
45,154,504
126,520
(118,009
(455
8,056
Preferred Stock
The Company is authorized under its certificate of incorporation and bylaws to issue 5,000,000 shares of preferred stock, $0.00001 par value, without any further action by the stockholders. The board of directors has the authority to divide any and all shares of preferred stock into series and to fix and determine the relative rights and preferences of the preferred stock, such as the designation of series and the number of shares constituting such series, dividend rights, redemption and sinking fund provisions, liquidation and dissolution preferences, conversion or exchange rights and voting rights, if any. Issuance of preferred stock by the board of directors could result in such shares having dividend and or liquidation preferences senior to the rights of the holders of common stock and could dilute the voting rights of the holders of common stock.
No shares of preferred stock were outstanding as of March 31, 2026 or September 30, 2025.
Dividends
There were no dividends declared in the six months ended March 31, 2026 and 2025.
23
17. NET INCOME (LOSS) PER SHARE
The following table sets forth the computation of basic and diluted net income (loss) per share:
Basic income (loss) per share
Diluted income (loss) per share
Weighted average shares outstanding – basic
Assumed exercise of dilutive options
737,621
Weighted average shares outstanding – diluted
Potentially dilutive securities outstanding at period end excluded from diluted computation as the inclusion would have been antidilutive:
Options
3,390,782
4,475,385
RSU
297,342
3,068,182
6,458,964
7,840,909
7,924,859
18. SEGMENT INFORMATION
The Company is engaged in the design, development and commercialization of critical communications hardware and software solutions designed to alert, inform, and protect. The Company operates in two business segments: Hardware and Software and its principal markets are North and South America, Europe, the Middle East and Asia.
Our Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer, Richard Danforth. As reviewed by the CODM, the Company evaluates the performance of each segment based on sales, gross margin, operating income (loss), certain expenses including sales and marketing expense, research and development expense, depreciation and amortization expense, and share-based compensation expense to allocate resources in the annual planning process. 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 operating segments are not evaluated using asset information. 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.
24
The following table presents the Company’s segment disclosures for three and six months ended March 31, 2026:
Three Months Ended
Revenues
13,120
2,385
27,914
4,656
5,049
637
12,956
1,612
8,071
1,748
14,958
3,044
Gross margin
73
54
Operating expenses:
3,454
2,752
7,503
5,343
1,101
1,230
2,042
2,184
4,555
3,982
9,545
7,527
3,516
(2,234
5,413
(4,483
Other expenses:
Depreciation and amortization expense
97
592
1,186
Stock-based compensation
483
68
822
148
3,072
(2,204
4,602
(4,426
4,332
The following table presents the Company’s segment disclosures for three and six months ended March 31, 2025:
March 31, 2025
4,683
2,249
9,310
4,562
3,357
965
6,321
1,763
1,326
1,284
2,989
2,799
28
57
61
3,628
3,020
7,647
5,835
910
1,307
1,705
2,797
4,538
4,327
9,352
8,632
Loss from operations
(3,212
(3,043
(6,363
(5,833
604
1,243
313
182
Loss before income taxes
(3,029
(3,039
(4,340
(5,806
(3,100
(4,411
The following table presents the Company’s segment assets as of March 31, 2026 and September 30, 2025:
September 30,
Long-lived assets
901
1,046
5,040
6,226
5,941
7,272
41,947
40,908
19,683
22,961
19. MAJOR CUSTOMERS, SUPPLIERS AND RELATED INFORMATION
For the three months ended March 31, 2026, revenues from one customer accounted for 66% of total revenues with no other single customer accounting for more than 10% of revenues. For the six months ended March 31, 2026, revenues from one customer accounted for 62% of total revenues with no other single customer accounting for more than 10% of revenues. As of March 31, 2026, accounts receivable from two customers accounted for 72% 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, 2025, revenues from two customers each accounted for 12% of total revenues with no other single customer accounting for more than 10% of revenues. For the six months ended March 31, 2025, no single customer accounted for more than 10% of revenues. As of March 31, 2025, accounts receivable from four customers accounted for 16%, 14% 13% and 10% of total accounts receivable, with no other single customer accounting for more than 10% of the accounts receivable balance.
Revenue from customers in the United States was $13,759 and $4,577 for the three months ended March 31, 2026 and 2025, respectively. Revenue from customers in the United States was $26,457 and $9,238 for the six months ended March 31, 2026 and 2025, respectively. Revenues are attributed to countries based on customer’s delivery location.
The following table summarizes revenues by geographic region:
Americas
13,934
5,920
26,698
10,782
Asia Pacific
447
400
2,837
1,437
Europe, Middle East and Africa
1,124
612
3,035
1,653
Total Revenues
The following table summarizes long-lived assets by geographic region:
United States
5,884
7,181
91
Total long-lived assets
20. SUBSEQUENT EVENT
On May 12, 2026, the Company entered into a Second Amendment to Term Loan and Security Agreement (the “Second Amendment”), which extended the maturity date for the Close Date Term Loan to July 13, 2026. Pursuant to the Second Amendment, the Company agreed to pay an extension fee in an amount equal to 1% of the outstanding principal amount of the Close Date Term Loan, which increased the outstanding principal amount of the Close Date Term Loan by $150. No other terms of the Loan Agreement were changed.
26
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, 2025. All dollar amounts presented in this section are in thousands.
Forward Looking Statements
This report contains certain statements of a forward-looking nature relating to future events or future performance. Any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. When used in this report and other reports, statements, and information we have filed with the Securities and Exchange Commission (“Commission” or “SEC”), in our press releases, presentations to securities analysts or investors, or in oral statements made by or with the approval of an executive officer, the words or phrases such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements but are not the only means of identifying forward-looking statements. Such statements are predictions; actual events or results may differ materially.
These forward-looking statements represent our expectations, beliefs, intentions or strategies concerning future events, including, but not limited to, any statements regarding growth strategy; product and development programs; financial performance and financial condition; the continuation of historical trends; the sufficiency of our cash balances for future liquidity and capital resource needs; anticipated problems and our plans for future operations; and the economy in general or the future of the emergency communications industry.
We caution that these statements by their nature involve risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors. Such risks and uncertainties include, but are not limited to, risks relating to receiving timely payment under, regulatory uncertainties surrounding, or disruptions in governmental support or funding of, the Puerto Rico project, our reliance on a limited number of customers, the likely need for additional capital, actual or perceived failures or breaches of our information and security systems, continued funding of government spending, the timing of such funding, general economic and business conditions, including unforeseen weakness in the Company’s markets, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, changes in customer order patterns, changes in product mix, continued success in technological advances and delivering technological innovations, market acceptance of the Company’s products, shortages in components or price increases that cannot be passed on to customers, inability to fully realize the expected benefits from acquisitions and restructurings or delays in realizing such benefits, challenges in integrating acquired businesses and achieving anticipated synergies, changes to export regulations, difficulties in retaining key employees and customers, changes in the market for microcap stocks regardless of growth and value and various other factors beyond our control. Some of these risks and uncertainties are identified in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (especially the “Liquidity and Capital Resources” section) and the section “Risk Factors” in this report and in our Annual Report on Form 10-K and you are urged to review those sections. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete list of all potential risks or uncertainties.
For purposes of this Quarterly Report, the terms “we,” “us,” “our” “Genasys” and the “Company” refer to Genasys Inc. and its consolidated subsidiaries.
Overview
We are a global provider of Protective Communications™ solutions (“Protective Communications”), including our Genasys Protect® software platform (“Genasys Protect”) and Genasys Acoustics (“Acoustics”) and Long Range Acoustic Device® (“LRAD®”) hardware products. Our unified software platform receives information from a wide variety of sensors and Internet-of-Things (“IoT”) inputs to collect real-time information on developing and active emergency situations. Genasys’ customers use this information to create and disseminate alerts, warnings, notifications, and instructions through multiple channels before, during, and after public safety and enterprise threats, critical events, and other crisis situations.
Genasys Protect is a comprehensive portfolio of Protective Communications software and hardware systems serving federal governments and agencies; state and local governmental agencies, and education (“SLED”); and enterprise organizations in sectors including but not limited to oil and gas, utilities, manufacturing, automotive, and healthcare. Genasys Protect solutions have a diverse range of applications, including emergency warning and mass notification for public safety; critical event management for enterprise companies; de-escalation for defense and law enforcement; critical infrastructure protection; zone-based planning for accelerated, precise emergency response; secure and compliant cross-agency collaboration; and automated detection of real-time threats such as active shooters and severe weather.
LRAD by Genasys products broadcast audible voice messages with exceptional clarity from close range out to 5,000 meters. We have a history of successfully delivering innovative products, systems, and solutions for mission critical situations, pioneering the
Acoustic Hailing Device (“AHD”) market with the introduction of our LRAD in 2002, and creating the first multi-directional, voice-based public safety mass notification systems in 2012, and the first AHDs with a digital interface for remote operations in 2023. Building on our proven, best in class, and reliable solutions, we offer the first and only unified, end-to-end Protective Communications platform.
Software Products
The Genasys Protect Platform
The Complete Protective Communications Platform
The Genasys Protect platform provides a full suite of Protective Communications tools for many hazards, designed to provide targeted emergency communication, data-driven decision making, secure inter- and intra-agency collaboration, and more. By enabling communications with precision, speed, and clarity, Genasys Protect helps to enable preparedness, responsiveness, and collaboration to keep people, assets, and operations protected against the impacts of natural disasters, terrorism, violent civil unrest, and other dangerous situations, as well as power failures, facility shutdowns, and other non-emergency operational disruptions.
The Genasys Evertel Platform
Genasys Evertel is a leading cross-agency, Criminal Justice Information Services compliant, collaboration platform that streamlines and secures team and one-on-one communications for first responders and public safety agencies. With real-time intelligence sharing that exceeds regulatory privacy requirements for public agencies, Genasys Evertel’s instant communication platform empowers first responders and public safety personnel to collaborate and share information in a single space with text, videos, images, and audio from any location. Genasys Evertel provides a secure space where professionals can exchange information, make decisions, and collaborate with trust in data security. Record retention policies drive compliance that allows agencies and personnel to communicate securely.
Enabling public safety professionals to collaborate with other agencies throughout their region, state, and country, Genasys Evertel provides real-time interoperability to address critical events and crisis situations through coordinated efforts. Genasys Evertel data is protected and secured through high-level data encryption within a secure, U.S. based, government-only cloud environment.
Hardware Products
Genasys Acoustics
Acoustics unites Genasys’ next generation of mass notification speaker systems with Genasys Protect command-and-control software. Most legacy mass notification systems are sirens with limited, if any, voice broadcast capability. Acoustics systems feature the industry’s highest Speech Transmission Index, large directional and omni-directional broadcast coverage areas, and an array of options, including solar power, battery backup, and satellite connectivity that enable the systems to continue operating when power and telecommunications infrastructure fails.
Acoustics gives operators the ability to send critical alerts and notifications from emergency operations centers, and authorized computers or smart phones. To reduce alert fatigue and direct notifications to only at-risk populations, networked Acoustics
installations provide authorized personnel with the capability of managing individual systems to alert neighborhoods, system groups for local emergencies, or all networked installations for city-wide or regional crises. Acoustics systems broadcast highly audible, clear voice messages hundreds or thousands of meters away, staying on and connected even during broad power outages and cellular network failures. Genasys’s advanced driver and waveguide technology enables voice broadcasts to be clearly heard and understood above loud background noise and over long distances. Acoustics’ reliability empowers a constant stream of information to facilitate mass notification redundancy when key infrastructure fails during critical events.
LRAD by Genasys
LRAD is the world’s leading AHD, with the ability to project alert tones and audible voice messages with exceptional vocal clarity in a 30° beam from close range to 5,000 meters. LRADs are used throughout the world in multiple applications and circumstances to safely hail, warn, inform, direct, prevent misunderstandings, determine intent, establish large safety zones, resolve uncertain situations, and save lives. LRADs have been deployed in defense, law enforcement, fire rescue, critical infrastructure protection, maritime, border, and homeland security installations and applications where clear, intelligible voice communications are essential.
LRAD product models are available in varying audio outputs, communication coverage areas, sizes, functionalities, and mounting options. Several accessories and options (cameras, searchlights, mounts, and more) are also available to enhance LRAD capabilities.
All LRAD products are defined by their unparalleled audio output and clarity. LRADs use Genasys’ proprietary XL driver technology, which generates higher audio output in a smaller, lighter form factor. The technology also enables voice messages and alert tones to cut through background noise and be clearly heard and understood. These competitive advantages, and constant innovation, have made LRAD the de facto standard of the global AHD industry.
Recent Business Developments
Business developments during the first six months of fiscal year 2026:
In addition, on January 13, 2026, the Company announced that the first two groups under its Puerto Rico Early Warning System project (the “Puerto Rico EWS Project”) had been completed in line with the project plan and scheduled milestones. Genasys does not expect to receive additional compensation with respect to these two groups.
Trends and Uncertainties
We have been affected by price increases from our suppliers and logistics and other inflationary factors such as increased salary, labor, and overhead costs. We regularly review and adjust the sales price of our finished goods to offset these inflationary factors. Although we do not believe that inflation has had a material impact on our financial results through March 31, 2026, sustained or increased inflation in the future may have a negative effect on our ability to achieve certain expectations in gross margin and operating expenses. If we are unable to offset the negative impacts of inflation with increased prices, our future results could be materially affected.
In addition, the United States has recently experienced a decline in federal funding. Changes in defense and other government spending could have an adverse effect on our current and future revenues. Sales of our products to U.S. government agencies and organizations, including, for example, our LRAD order for the Common Remotely Operated Weapon Station (CROWS) II Technical Refresh program, are subject to the overall U.S. government budget and congressional appropriation decisions and processes which
are driven by numerous factors, including domestic political conditions, geopolitical events, such as the conflicts in the Middle East, and macroeconomic conditions, and are beyond our control. Even awards granted may not result in orders due to spending constraints or Congressional delays in passing the federal budget.
The funding of U.S. government programs is subject to an annual congressional budget authorization and appropriations process. In years when the U.S. government does not complete its appropriations before the beginning of the new fiscal year on October 1, government operations are typically funded pursuant to a continuing resolution (“CR”), which allows federal government agencies to operate at spending levels approved in the previous appropriations cycle, but does not authorize new spending initiatives. When the U.S. government operates under a CR, delays can occur in the procurement of the products, services and solutions that we provide and may result in new initiatives being canceled. We have on occasion experienced delays in contract awards which affect our future revenues as a result of this annual appropriations cycle, and we could experience similar declines in revenues from future delays in the appropriations process. When the U.S. government fails to complete its appropriations process or to provide for a CR, a full or partial federal government shutdown may result. A federal government shutdown could result in delays or cancellations of key programs or during extended government shutdown periods, the delay of contract payments, which could have a negative effect on our cash flows and adversely affect our future results.
From October 1, 2025 to November 12, 2025, the federal government of the United States was in a shutdown as Congress failed to pass appropriations legislation for the 2026 fiscal year. On November 10, 2025, Congress passed a CR, which funded the government at existing spending levels through January 30, 2026. On February 3, 2026, a funding appropriation bill was passed by Congress and signed by the President which covers the majority of U.S. Government spending for the 2026 fiscal year. However, the funding bill excluded the Department of Homeland Security, which includes FEMA. Funding for the Department of Homeland Security remains subject to further negotiations.
Critical Accounting Policies and Estimates
We have identified a number of accounting policies and estimates as critical to our business operations and the understanding of our results of operations. These are described 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, 2025. The impact and any associated risks related to these policies on our business operations are discussed 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 and estimates, in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), involve a significant level of estimation uncertainty and have a significant impact on the results we report in our financial statements, including with respect to financial conditions and results of operations. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. These estimates affect the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.
Comparison of Results of Operations for the Three Months Ended March 31, 2026 and 2025 (in thousands)
% of
Fav (Unfav)
Amount
Revenue
82.1
44.3
9,656
314.5
17.9
55.7
(1,083
(28.0
)%
100.0
8,573
123.7
36.7
62.3
(1,364
(31.6
63.3
37.7
7,209
276.2
40.0
95.9
442
6.6
15.0
32.0
(114
(5.1
%)
55.1
127.9
8.3
(90.2
7,537
120.5
(2.7
2.7
(601
(321.4
5.6
(87.5
6,936
114.3
0.9
1.0
(74
(104.2
4.7
(88.6
6,862
111.8
Net revenue
84.6
67.6
8,437
180.2
15.4
32.4
136
6.0
Total net revenue
US v International Revenue
US Revenue
13,759
88.7
5,802
83.7
7,957
137.1
International Revenue
1,746
11.3
1,130
16.3
616
54.5
The table above 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.
Revenues increased $8,573, or 124%, compared with the second fiscal quarter of the prior year. Hardware revenue increased $8,437, or 180%, and software revenue increased $136 or 6%, respectively, compared with the prior year period. The higher hardware revenue in the second quarter of fiscal year 2026 was largely due to the strong backlog at the start of the fiscal year compared with the start of the prior year period, and included $10,307 of revenue from our Puerto Rico EWS Project. Backlog represents customer purchase orders received that are expected to ship within the next twelve months. As of March 31, 2026, we had aggregate deferred revenue of $3,710 for extended warranty obligations and software support agreements.
Gross Profit
Gross profit increased $7,209, or 276%, compared with the same quarter last year. The increase was primarily due to higher hardware revenue and improved gross margin on the Puerto Rico EWS Project. Gross profit as a percentage of sales increased compared with the prior year period, primarily due to the timing of revenue and cost recognition under the Puerto Rico EWS Project.
In the second fiscal quarter of the prior year, the first set of hardware for the Puerto Rico EWS Project was delivered and recognized at zero margin, as revenue was recorded in an amount equal to the cost of the hardware upon delivery. At that time, no installation or other project activities had been performed, and therefore zero progress had been recognized toward completion of the
31
project. In the current quarter, as installation and other project activities progressed, including completing work on Groups 5 and 6 and further progress on the ten‑dam scope within Group 3, we recognized additional revenue associated with the project. As a result of the progress, a portion of the previously unrecognized hardware margin was recognized in the current period, contributing to the increase in gross profit and gross margin. For additional information, please see “Note.4. Revenue Recognition - Long-term contracts - over-time revenue recognition using input cost measures” in the notes to our financial statements, which disclosure is incorporated herein by reference.
As our products have varying gross margins, 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. We have limited warranty cost experience with product updates and changes and estimated future warranty costs can impact our gross margins. We do not believe that historical gross profit margins should be relied upon as an indicator of future gross profit margins.
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased $442, or 7% compared to the prior year period. The decrease was primarily driven by a reduction of $266 in sales representative commissions, reflecting changes in sales mix and timing of customer activity, as well as a $111 reduction in sales and marketing expenses and a $72 decrease in travel and entertainment expenses.
We incurred non-cash share-based compensation expenses allocated to selling, general and administrative expenses in the three months ended March 31, 2026 and 2025 of $489 and $338, respectively.
We may expend additional resources on the marketing and selling of our products in future periods as we identify ways to optimize potential opportunities. Commission expenses will fluctuate based on the nature of our sales based on sales channels.
Research and Development Expenses
Research and development expenses increased $114, or 5%, in the second quarter of fiscal year 2026 compared to the prior year period. The increase was primarily due to higher engineering labor costs associated with enhancements to the Genasys Protect platform.
We incurred non-cash share-based compensation expenses allocated to research and development expenses in the three months ended March 31, 2026 and 2025 of $42 and $56, respectively.
Research and development costs vary period to period due to the timing of projects, and the timing and extent of using outside consulting, design, and development firms. We seek to continually improve our product offerings, and we expect to continue to expand our product line with new products, customizations, and enhancements. Based on current plans, we may expend additional resources on research and development in the current fiscal year compared to the prior fiscal year.
Other (Expense) Income, Net
Other expense, net was $414 in the second quarter of this fiscal year, compared to other income, net of $187 in the prior year period. The change was primarily due to the loss from the change in the fair value of our $15,000 term loan (the “Close Date Term Loan”), our $4,000 Term Loan (the “First Amendment Term Loan” and with the Close Date Term Loan, the “Term Loans”) and the warrants issued in accordance with the Term Loans (the “Warrants”).
Comparison of Results of Operations for the Six Months Ended March 31, 2026 and 2025 (in thousands)
82.9
52.0
19,773
274.1
17.1
48.0
(1,075
(16.1
18,698
134.8
44.7
58.3
(6,484
(80.2
55.3
41.7
12,214
211.0
39.4
97.2
636
13.0
32.5
276
6.1
52.4
129.6
912
5.1
2.9
(87.9
13,126
107.6
Other income (expense), net
(2.3
14.8
(2,804
(136.8
0.5
(73.1
10,322
101.7
0.8
(199
(280.3
(0.3
(73.7
10,123
99.1
85.7
67.1
18,604
199.8
14.3
32.9
94
2.1
26,457
81.2
10,468
75.5
15,989
152.7
6,113
18.8
3,404
24.5
2,709
79.6
Revenues increased $18,698, or 135%, for the six months ended March 31, 2026, compared with the same prior year period. Hardware and software revenue increased $18,604 and $94, respectively, compared with the prior year period. The increase in hardware revenue for the first six months of fiscal year 2026 was largely attributable to the conversion of higher backlog at the beginning of the fiscal year resulting from increased orders received in fiscal year 2024. Fiscal year 2024 orders included the Puerto Rico EWS Project, which has a longer duration than our typical projects and is expected to extend beyond a 12-month period. Backlog represents customer purchase orders received that are expected to ship within the next twelve months. Hardware revenue for the current year-to-date period included $20,148 related to the Puerto Rico EWS Project.
The receipt of orders and signing of contracts is often uneven due to the timing of budget cycles, government financial issues, and military conflict. As of March 31, 2026, we had aggregate deferred revenue of $3,710 for extended warranty obligations and software support agreements.
Gross profit increased $12,214, or 211%, compared with the same six-month period last year, primarily driven by higher hardware revenue and improved gross margin on the Puerto Rico EWS project. Gross margin increased compared with the prior year period, primarily due to the timing of revenue and cost recognition under the Puerto Rico EWS Project.
During the prior year period, certain hardware components of the Puerto Rico EWS Project were delivered and recognized at zero margin, as revenue was recorded in an amount equal to the cost of the hardware upon delivery. At that time, limited installation and other project activities had been performed, and therefore minimal progress had been recognized toward completion of the project. During the current year-to-date period, as installation and other project activities progressed, we recognized additional revenue associated with the project. As a result of this progress, a portion of the previously unrecognized hardware margin was recognized in the current period. Because a significant portion of the related hardware and material costs had been incurred in prior periods, revenue recognized during the first six months of fiscal year 2026 was not accompanied by a proportional level of material cost, contributing to higher gross profit and gross margin. For additional information, please see “Note.4. Revenue Recognition - Long-term contracts - over-time revenue recognition using input cost measures” in the notes to our financial statements, which disclosure is incorporated herein by reference.
Selling, general and administrative expenses decreased $636, or 5% in the six months ended March 31, 2026 over the prior year period. The decrease was primarily driven by $285 in professional services, $177 in sales and marketing expense and $176 in computer expenses, consistent with our cost reduction trends.
We incurred non-cash share-based compensation expenses allocated to selling, general and administrative expenses in the six months ended March 31, 2026 and 2025 of $842 and $664, respectively.
We may expend additional resources on the marketing and selling of our products in future periods as we identify ways to optimize potential opportunities. Commission expenses will fluctuate based on the nature of our sales.
Research and development expenses decreased $276, or 6% in the six months ended March 31, 2026 compared to the prior year period, due to lower professional service expenses of $387, partially offset by an increase in compensation of $161 for engineering labor costs associated with enhancements to the Genasys Protect platform.
We incurred non-cash share-based compensation expenses allocated to research and development expenses in the six months ended March 31, 2026 and 2025 of $87 and $104, respectively.
Other expense, net was $754 in the first six months of fiscal 2026, compared to other income, net of $2,050 in the prior fiscal year period. The change was primarily driven by a $1 loss in the current year, compared to a $2,620 gain in the prior year, related to the changes in the fair value of the Term Loans and Warrants.
Other Metrics
We monitor a number of financial and operating metrics, including adjusted EBITDA, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. Our business metrics may be calculated in a manner different than similar other business metrics used by other companies.
Non-U.S. GAAP Financial Measure: Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure. We define adjusted EBITDA as net income (loss) before interest income, interest expense, income tax expense (benefit), and depreciation and amortization expense adjusted for share-based compensation, fair value measurements of our Term Loans and Warrants, other non-recurring expense (income) and other items that we do not consider indicative of our core operating performance.
Adjusted EBITDA are measures 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 believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.
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Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (1) although depreciation and amortization are non-cash charges, the intangible assets that are amortized and property and equipment that is depreciated, will need to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacement or for new capital expenditure requirements; (2) adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (3) adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation; (4) adjusted EBITDA does not reflect tax payments or receipts that may represent a reduction or increase in cash available to us; and (5) other companies, including companies in our industry, may calculate adjusted EBITDA or similarly titled measures differently, which reduces the usefulness of the metric as a comparative measure. Because of these and other limitations, you should consider adjusted EBITDA alongside our other U.S. GAAP-based financial performance measures, net income, and our other U.S. GAAP financial results.
The following table presents a reconciliation of adjusted EBITDA to net loss, the most directly comparable U.S. GAAP measure, for each of the periods indicated (in thousands):
325
350
718
689
EBITDA
1,870
(5,063
2,288
(8,098
Non-GAAP Adjustments
Other non-recurring expense (income)*
(50
Adjusted EBITDA
2,522
(5,149
3,271
(9,963
* Other non-recurring expense (income) consists of one-time legal fees and consulting fees and gain/loss on sale of assets, which we do not consider indicative of ongoing operations
Segment Results
Segment results include net sales and operating income by segment. Corporate expenses, including various administrative expenses and costs of a publicly traded company, are included in the Hardware segment as per historical financial reporting.
Comparison of Segment Adjusted EBITDA for the Three Months Ended March 31, 2026 and 2025 (in thousands)
Operating income (loss)
6,728
209.5
809
26.6
6,027
194.4
835
27.5
Reconciliation of GAAP to Non-GAAP
Other expense (income), net
444
(183
(627
(342.6
(30
650.0
NA
(9
(10.2
2.0
(170
(54.3
32.7
4,096
(2,811
6,907
245.7
(1,574
(2,338
764
Hardware Segment
Hardware segment revenue increased $8,437, or 180%, compared to the prior year period. The increase was largely due to the higher backlog at the start of this fiscal year compared to the prior year period driven primarily by Puerto Rico EWS Project.
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Operating income was $3,516 in the second quarter of fiscal year 2026 compared to an operating loss of $3,212 in the prior year period, with the improvement primarily due to higher revenue and resultant gross profit, as well as a reduction in operating expenses.
Software Segment
Software segment revenue increased $136, or 6%, compared to the prior year period, primarily driven by customer renewals completed at higher pricing during the quarter.
Operating loss decreased $809 in the second quarter of the current fiscal year compared to the prior year period due to lower operating expenses in payroll and benefits and a reduction in professional service.
Comparison of Segment Adjusted EBITDA for the Six Months Ended March 31, 2026 and 2025 (in thousands)
11,776
185.1
1,350
23.1
8,743
198.2
1,380
23.8
811
(2,023
(2,834
(140.1
(27
111.1
4.6
(31.9
18.7
6,420
(5,555
11,975
215.6
(3,149
(4,408
1,259
28.6
Hardware segment revenue increased $18,604, or 200%, compared to the prior year period. The increase was primarily driven by progress toward completion of the Puerto Rico EWS Project.
Operating income was $5,413 in the first six months of fiscal year 2026 compared to an operating loss of $6,363 in the prior year period, with the improvement primarily due to higher revenue and resultant gross profit, as well as a reduction in operating expenses.
Software segment revenue increased $94, or 2%, compared to the prior year period, primarily driven by customer renewals completed at higher pricing.
Operating loss decreased $1,350 in the first six months of the current fiscal year compared to the prior year period due to lower operating expenses in payroll and benefits and a reduction in professional service and software development.
Liquidity and Capital Resources
Cash and cash equivalents as of March 31, 2026 were $931, compared with $7,969 as of September 30, 2025. We had short-term marketable securities of $30 as of March 31, 2026, compared with $70 as of September 30, 2025.
Our internal sources of liquidity include cash and cash equivalents, short-term marketable securities, other working capital and expected future cash flows from operating activities in subsequent periods. Our primary external source of liquidity consists of our Term Loans, although we have also relied in the past, and may rely in the future, on equity or debt offerings. The disclosure on our Term Loans contained in “Note 11. Term Loans and Warrant Liabilities” and “Note 20. Subsequent Events”, including on the recent extension of maturity under the Close Date Term Loan, in the “Notes to Condensed Consolidated Financial Statements” is incorporated herein by reference.
We continue to manage all aspects of our business including, but not limited to, monitoring the financial health of our customers, suppliers and other third-party relationships and developing new opportunities for growth.
Principal factors that could affect the availability of our internally generated funds include:
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Principal factors that could affect our ability to obtain cash from external sources include:
Based on (a) our current cash position, coupled with the extension of maturity under the Close Date Term Loan to July 13, 2026 and the currently expected availability of short-term financing if we continue to experience delays in the receipt of accounts receivable from our Puerto Rico EWS Project, (b) currently planned expenditures and (c) current level of operations, we believe we have sufficient capital to fund operations for the next twelve months. We continue to encounter delays in the receipt of funds from our Puerto Rico EWS Project, as also described in our annual report on Form 10-K for the year ended September 30, 2025 under “Item 1A. Risk Factors – Risks Related to our Business and Industry - Our short-term liquidity may be materially adversely affected by administrative complexities surrounding the disbursement of funds under our Puerto Rico Early Warning System project. Furthermore, our ability to receive the full benefits of such project could be materially and adversely affected by the economic, governmental, and environmental conditions in Puerto Rico and by natural disasters impacting our operations or delivery of products in a timely manner.” Furthermore, we generally operate in a rapidly evolving and unpredictable business environment that may change the timing or amount of expected future cash receipts and expenditures. There can be no assurance that we may not be required to raise additional funds through the sale of equity or debt securities or from credit facilities or otherwise. Additional capital, if needed, may not be available on satisfactory terms, or at all.
Cash Flows
Our cash flows from operating, investing and financing activities, as reflected in the condensed consolidated statements of cash flows, are summarized in the table below:
March 31,2025
Cash provided by (used in):
Operating activities
Investing activities
Financing activities
Operating Activities
During the six months ended March 31, 2026, net cash used in operating activities was $2,113, resulting from a net loss of $94, adjusted for a net cash decrease from changes in our operating assets and liabilities of $4,947, and offset by an increase in non-cash expenses of $2,928. The net cash decrease from changes in our operating assets and liabilities consisted primarily of a $5,483 increase in accounts receivable, a $3,296 increase in prepaid expenses and other, mostly driven by the prepayment made for hardware for our Puerto Rico EWS Project, a $967 decrease in inventory and a $477 decrease in customer deposits primarily driven by the fulfillment of obligations from our Puerto Rico EWS Project, offset by a $2,791 decrease in contract assets, a $1,476 increase in accounts payable related to procurement of inventory and $1,009 increase in accrued liabilities. Non-cash expense adjustments of $2,928, consisted primarily of a $1,560 loss on fair value of Term Loans driven by the closer maturity term, $1,371 depreciation and amortization, $970 share-based compensation and $413 amortization of operating lease ROU assets, offset by a $1,560 gain on fair value of Warrants driven mostly by our stock price.
Investing Activities
During the six months ended March 31, 2026, net cash provided by investing activities was zero, primarily due to the net proceeds received from the maturities of investments in our holdings in marketable securities, offset by the capital expenditures. We anticipate additional expenditures for tooling and equipment during the balance of fiscal year 2026.
Financing Activities
In the six months ended March 31, 2026, net cash used in financing activities was $4,924, primarily due to the repayment of $4,000 of principal on the First Amendment Term Loan and the payment of $961 related to the Minimum Return Amount on the First Amendment Term Loan, offset by cash proceeds received from the exercise of stock options.
Recent Accounting Pronouncements
New pronouncements issued for future implementation are discussed in “Note 3. Recent Accounting Pronouncements”, to our condensed consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Information requested by this Item is not included as we are electing scaled disclosure requirements available to Smaller Reporting Companies.
Item 4. Controls and Procedures.
We are required to maintain disclosure controls and procedures designed to ensure that material information related to us, including our consolidated subsidiaries, is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we conducted an evaluation of our disclosure controls and procedures as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2026.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during our fiscal quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Our process for evaluating controls and procedures is continuous and encompasses constant improvement of the design and effectiveness of established controls and procedures and the remediation of any deficiencies, which may be identified during this process.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
As previously disclosed, on November 19, 2025, Gerry Darden, individually and as representative of the estate of Stacey Darden, filed a lawsuit in Los Angeles Superior Court against Southern California Edison Company and Edison International (collectively, the “Edison Defendants”) and the Company, related to the wildfire that occurred in early January 2025 in the Eaton Canyon/Altadena area of Los Angeles County. In the complaint, the plaintiff alleges products liability and negligence claims against the Company based on Los Angeles County’s use of the Company’s products and seeks unspecified damages. The Company cannot assess with any meaningful probability the likelihood of an adverse outcome or the possible loss or range of loss, if any, related to this lawsuit. The Company will vigorously defend itself in the lawsuit.
On January 20, 2026, the Edison Defendants filed a cross-complaint in Los Angeles Superior Court against the Company and 11 other public and private entities related to the same wildfire, in a lawsuit that had been filed by Jeremy Gursey against the Edison Defendants. In the cross-complaint, the Edison Defendants allege negligence claims against the Company based on Los Angeles County’s use of the Company’s products and seek unspecified contribution. The Company cannot assess with any meaningful probability the likelihood of an adverse outcome or the possible loss or range of loss, if any, related to this lawsuit. The Company will vigorously defend itself in the lawsuit.
Item 1A. Risk Factors.
There have been no material changes to the risk factors described under Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the SEC on December 15, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
During the quarter ended March 31, 2026, none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as that term is used in SEC regulations.
Item 6. Exhibits.
31.1
Certification of Richard S. Danforth, Principal Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2
Certification of Cassandra L. Hernandez-Monteon, Principal Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Richard S. Danforth, Principal Executive Officer and Cassandra L. Hernandez-Monteon, Principal Financial Officer.*
101.INS
Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
Cover page formatted as Inline XBRL and contained in Exhibit 101
* Filed concurrently herewith.
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: May 14, 2026
By:
/s/ Cassandra L. Hernandez-Monteon
Cassandra L. Hernandez-Monteon, Chief Financial Officer
(Principal Financial Officer)