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 ~~December 31~~June 30, 20179

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

For the transition period from to .

Commission File Number: 000-24248

LRAD CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	87-0361799
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

~~16990 Goldentop Rd. Ste. A,~~16262 West Bernardo Drive, San Diego, California	92127
(Address of principal executive offices)	(Zip Code)

(858) 676-1112

(~~Registrant~~’sRegistrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which securities are registered
Common stock, $0.00001 par value per share	LRAD	NASDAQ Capital Market

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

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

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

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☐ ~~(Do not check if a smaller reporting company)~~	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 ~~February 1, 2018~~August 9, 2019 was ~~32,249,288 .~~32,593,869.

	June 30,
	2019			September 30,
	(Unaudited)			2018
ASSETS
Current assets:
Cash and cash equivalents	$	11,290,068		$	11,063,091
Short-term marketable securities		2,978,354			3,592,175
Restricted cash		369,551			403,427
Accounts receivable, net		6,814,225			2,785,997
Inventories, net		6,412,842			6,734,183
Prepaid expenses and other		759,365			3,091,401
Total current assets		28,624,405			27,670,274

Long-term marketable securities		1,499,795			1,200,541
Long-term restricted cash		434,660			339,556
Deferred tax assets, net		5,281,543			5,957,000
Property and equipment, net		2,357,863			2,448,725
Goodwill		2,396,320			2,445,990
Intangible assets, net		1,296,965			1,557,346
Other assets		124,224			241,365
Total assets	$	42,015,775		$	41,860,797

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	812,536		$	3,083,344
Accrued liabilities		3,635,181			3,199,864
Notes payable, current portion		290,571			296,594
Total current liabilities		4,738,288			6,579,802

Notes payable, less current portion		34,196			52,358
Other liabilities, noncurrent		2,511,154			1,739,430
Total liabilities		7,283,638			8,371,590

Stockholders' equity:
Preferred stock, $0.00001 par value; 5,000,000 shares authorized; none issued and outstanding		-			-
Common stock, $0.00001 par value; 50,000,000 shares authorized; 32,579,118 and 33,176,146 shares issued and outstanding, respectively		326			332
Additional paid-in capital		88,698,138			90,251,145
Accumulated deficit		(53,654,064	)		(56,516,895	)
Accumulated other comprehensive loss		(312,263	)		(245,375	)
Total stockholders' equity		34,732,137			33,489,207
Total liabilities and stockholders' equity	$	42,015,775		$	41,860,797

December 31,

2017

September 30,

(Unaudited)

2017

ASSETS

Current assets:

Cash and cash equivalents
$ 15,117,544 $ 12,803,887
Short-term marketable securities
3,602,254 4,359,542
Accounts receivable, net
5,678,220 5,681,882
Inventories, net
5,259,934 5,257,234
Prepaid expenses and other
589,561 983,322
Total current assets
30,247,513 29,085,867

Long-term marketable securities
1,005,660 711,124
Deferred tax assets, net
5,622,112 8,331,000
Property and equipment, net
505,469 509,603
Intangible assets, net
53,885 55,689
Other assets
117,644 164,517
Total assets
$ 37,552,283 $ 38,857,800

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable
$ 1,903,001 $ 1,112,366
Accrued liabilities
1,858,548 2,561,395
Total liabilities
3,761,549 3,673,761
Commitments and contingencies (Note 9)

Stockholders' equity:

Preferred stock, $0.00001 par value; 5,000,000 shares authorized; none issued and outstanding
- -
Common stock, $0.00001 par value; 50,000,000 shares authorized; 32,249,288 and 32,158,436 shares issued and outstanding, respectively
322 322
Additional paid-in capital
88,254,818 87,956,839
Accumulated deficit
(54,455,106 ) (52,771,853 )
Accumulated other comprehensive loss
(9,300 ) (1,269 )
Total stockholders' equity
33,790,734 35,184,039
Total liabilities and stockholders' equity
$ 37,552,283 $ 38,857,800

	Three months ended					Nine months ended
	June 30,					June 30,
	2019		2018			2019		2018
Revenues:
Product sales	$	8,037,460	$	6,583,865		$	26,726,151	$	21,045,148
Contract and other		826,266		930,203			2,506,825		1,965,934
Total revenues		8,863,726		7,514,068			29,232,976		23,011,082
Cost of revenues		4,261,733		3,815,203			14,351,217		11,318,697

Gross Profit		4,601,993		3,698,865			14,881,759		11,692,385

Operating expenses
Selling, general and administrative		2,712,846		2,904,135			7,939,232		7,610,424
Research and development		1,202,686		972,857			3,530,805		2,664,829
Total operating expenses		3,915,532		3,876,992			11,470,037		10,275,253

Income (loss) from operations		686,461		(178,127	)		3,411,722		1,417,132

Other income and expense, net		69,890		24,159			126,566		73,894

Income (loss) from operations before income taxes		756,351		(153,968	)		3,538,288		1,491,026
Income tax expense (benefit)		118,310		(73,749	)		675,457		2,793,590
Net income (loss)	$	638,041	$	(80,219	)	$	2,862,831	$	(1,302,564	)

Net income (loss) per common share
Basic	$	0.02	$	(0.00	)	$	0.09	$	(0.04	)
Diluted	$	0.02	$	(0.00	)	$	0.09	$	(0.04	)

Weighted average common shares outstanding:
Basic		32,575,118		32,306,207			32,684,311		32,314,038
Diluted		33,372,777		32,306,207			33,341,057		32,314,038

	Nine months ended
	June 30,
	2019			2018
Operating Activities:
Net income (loss)	$	2,862,831		$	(1,302,564	)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		623,317			337,200
Warranty provision		62,689			12,361
Inventory obsolescence		121,035			91,976
Share-based compensation		563,386			433,063
Deferred income taxes		675,457			2,793,590
Changes in operating assets and liabilities:
Accounts receivable, net		(4,029,608	)		(496,642	)
Inventories, net		200,306			(239,360	)
Prepaid expenses and other		2,330,897			153,576
Other assets		116,973			(60,615	)
Accounts payable		(2,267,016	)		376,864
Payroll and related		(583,162	)		(81,631	)
Warranty settlements		(30,287	)		(42,602	)
Accrued and other liabilities		1,766,516			178,843
Net cash provided by operating activities		2,413,334			2,154,059

Investing Activities:
Purchases of marketable securities		(3,290,667	)		(3,208,197	)
Proceeds from maturities of marketable securities		3,624,338			3,335,639
Capital expenditures		(303,912	)		(166,845	)
Purchase of Genasys, net of cash and restricted cash acquired		-			(2,246,545	)
Net cash provided by (used in) investing activities		29,759			(2,285,948	)

Financing Activities:
Proceeds from exercise of stock options		54,621			1,027,719
Repurchase of common stock		(2,171,022	)		(500,272	)
Proceeds from the issuance of unsecured promissory notes		-			63,144
Payments on promissory notes		(17,044	)		(786,437	)
Net cash used in financing activities		(2,133,445	)		(195,846	)
Effect of foreign exchange rate on cash		(21,443	)		(1,594	)
Net increase (decrease) in cash, cash equivalents, and restricted cash		288,205			(329,329	)
Cash, cash equivalents and restricted cash, beginning of period		11,806,074			12,803,887
Cash, cash equivalents and restricted cash, end of period	$	12,094,279		$	12,474,558

Three months ended

December 31,

2017

2016

Operating Activities:

Net loss
$ (1,683,253 ) $ (812,680 )

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

Depreciation and amortization
60,105 32,506
Warranty provision
12,361 9,696
Inventory obsolescence
40,301 24
Share-based compensation
138,461 464,749
Deferred income taxes
2,708,888 (486,528 )
Changes in operating assets and liabilities:

Accounts receivable
3,662 1,929,765
Inventories
(43,001 ) (327,680 )
Prepaid expenses and other
393,761 80,378
Other assets
46,874 46,871
Accounts payable
790,635 500,042
Accrued and other liabilities
(715,209 ) (8,857 )
Net cash provided by operating activities
1,753,585 1,428,286

Investing Activities:

Purchases of marketable securities
(1,673,295 ) (1,470,704 )
Proceeds from maturities of marketable securities
2,128,016 1,555,314
Capital expenditures
(54,167 ) (13,863 )
Patent costs paid
- (1,721 )
Net cash provided by investing activities
400,554 69,026

Financing Activities:

Proceeds from exercise of stock options
159,518 -
Net cash provided by financing activities
159,518 -
Net increase in cash
2,313,657 1,497,312
Cash and cash equivalents, beginning of period
12,803,887 13,466,711
Cash and cash equivalents, end of period
$ 15,117,544 $ 14,964,023

Noncash investing activities:

Change in unrealized loss on marketable securities
$ (8,031 ) $ (6,310 )

	Nine Months Ended June 30,
	2019		2018
Supplemental disclosures of cash flow information:
Interest paid	$	2,860	$	12,235

Noncash investing and financing activities:
Change in unrealized gain (loss) on marketable securities	$	19,102	$	(11,064	)

Business combinations accounted for as a purchase:
Fair value of assets acquired	$	-	$	5,520,504
Cash paid or payable		-		(3,011,439	)
Liabilities assumed	$	-	$	2,509,065

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

General

The Company’s unaudited interim condensed consolidated financial statements included herein have been prepared in accordance with the instructions to Form 10-Q10-Q and Article 8 of Regulation S-XS-X and the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In management’s opinion, the accompanying 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,~~2017~~ 2018 included in the Company’s Annual Report on Form 10~~-K,~~10-K, as filed with the SEC on December ~~13, 2017.~~ 21, 2018. The accompanying condensed consolidated balance sheet at September 30, ~~2017~~ 2018 has been derived from the audited consolidated balance sheet at September 30, ~~2017~~ 2018 contained in the above referenced Form 10~~-K.~~10-K. Results of operations for interim periods are not necessarily indicative of the results of operations for a full year.

Principles of Consolidation

The Company has athree wholly owned subsidiaries, Genasys II Spain, S.A.U. and two currently inactive ~~wholly owned subsidiary,~~ subsidiaries, Genasys America de CV and LRAD International ~~Corporation, which the Company formed to conduct international marketing, sales and distribution activities.~~Corporation. The condensed consolidated financial statements include the accounts of ~~this subsidiary~~these subsidiaries after elimination of intercompany transactions and accounts.

Reclassifications

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

3. RECENT ACCOUNTING PRONOUNCEMENTS

New pronouncements pending adoption

In ~~March~~June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments, which supersedes current guidance by requiring recognition of credit losses when it is probable that a loss has been incurred. The new standard requires the establishment of an allowance for estimated credit losses on financial assets including trade and other receivables at each reporting date. The new standard will result in earlier recognition of allowances for losses on trade and other receivables and other contractual rights to receive cash. The new standard will be effective for the Company in the first quarter of fiscal year beginning October 1, 2020, and early adoption is permitted. The Company is currently reviewing this standard to assess the impact on its condensed consolidated financial statements and related disclosures.

In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.~~2016~~-~~09,~~ 2018-7, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-7”), which amends and expands Topic 718) to include share-based payment transactions for acquiring goods and services from nonemployees. The standard requires entities to measure nonemployee share-based payment transactions by estimating the fair value of the equity instrument it is obligated to issue, measure the equity-classified nonemployee share-based payment awards at the grant date, and consider the probability of satisfying performance conditions when accounting for nonemployee share based payment awards with such conditions. ASU 2018-7 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that fiscal year. Accordingly, this guidance will be effective for the Company in the fiscal year beginning October 1, 2019. The Company expects that the adoption of this ASU will not have a material impact on its consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220). The amendments in this ASU allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The amendments in this update also require certain disclosures about stranded tax effects. The guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted, including interim periods within that fiscal year. Accordingly, this guidance will be effective for the Company in the fiscal year beginning October 1, 2019. The Company expects that the adoption of this ASU will not have a material impact on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which issued new guidance related to leases that outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The new guidance must be adopted using the modified retrospective approach and will be effective for the Company in the fiscal year beginning October 1, 2019. Although the Company has not completed its assessment of the full impact on its consolidated financial statements of the adoption of Topic 842, the Company currently believes that the most significant changes will be related to the recognition of a right-to-use asset and a corresponding lease liability on its consolidated balance sheet for the new facility lease described in Note 13, Commitments and Contingencies.

New pronouncements adopted

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

In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This guidance changes how companies account for certain aspects of share-based payments to employees. Among other things, under the new guidance, companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in-capital (“APIC”), but will instead record such items as income tax expense or benefit in the income statement, and APIC pools will be eliminated. Companies will apply this guidance prospectively. Another component of the new guidance allows companies to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards, whereby forfeitures can be estimated, as required today, or recognized when they occur. If elected, the change to recognize forfeitures when they occur needs to be adopted using a modified retrospective approach. The guidance iswas effective for the Company in the first quarter of fiscal 2018. The adoption of this standard resulted in the recognition of ~~$1.1~~$1.1 million of gross deferred tax assets related to the historical excess tax benefits from ~~stock-based~~stock based compensation that was not previously included in deferred tax assets and a corresponding increase in the Company’s valuation allowance.

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

In May 2014, the FASB issued ASU No.~~2014~~-~~09,~~ 2014-09, Revenue from Contracts with Customers (“ASU ~~2014~~-~~09”~~2014-09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU ~~2014~~-092014-09 will replace most existing revenue recognition guidance in U.S. generally accepted accounting principles when it becomes effective. In July 2015, the FASB deferred the effective date of the standard by an additional year; however, it provided companies the option to adopt one year earlier, commensurate with the original effective date. Accordingly, the standard ~~will be~~was effective for the Company in the fiscal year beginning October 1, 2018. Subsequently, the FASB issued additional guidance (ASUs 2015-14; 2016-08; 2016-10; 2016-12; 2016-13; 2016-20). The ~~Company is currently evaluating the impact~~adoption of this guidance ~~if any,~~by the Company, effective October 1, 2018, did not have a material impact on ~~its~~the Company’s consolidated financial statements ~~and related disclosures.~~(see Note 4, Revenue Recognition, for further detail).

4. REVENUE RECOGNITION

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

~~FAIR VALUE MEASUREMENTS~~

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

Product Revenue

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

Perpetual licensed software

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

Time-based licensed software

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

Warranty, maintenance and services

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

Multiple element arrangements

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

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

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

Contract Assets and Liabilities

We enter into contracts to sell products and provide services, and we recognize contract assets and liabilities that arise from these transactions. We recognize revenue and corresponding accounts receivable according to ASC 606 and, at times, recognize revenue in advance of the time when contracts give us the right to invoice a customer. We may also receive consideration, per terms of a contract, from customers prior to transferring goods to the customer. We record customer deposits as a contract liability. Additionally, we may receive payments, most typically for service and warranty contracts, at the onset of the contract and before the services have been performed. In such instances, we record a deferred revenue liability. We recognize these contract liabilities as revenue after all revenue recognition criteria are met. The table below shows the balance of contract assets and liabilities as of June 30, 2019 and September 30, 2018, including the change between the periods. The current portion of contract liabilities and the non-current portion are included in “Accrued liabilities” and “Other liabilities, noncurrent”, respectively, on the accompanying Condensed Consolidated Balance Sheets. See Note 10, Accrued Liabilities for additional details.

The Company’s contract assets are as follows:

	Prepaid maintenance
	agreement
Balance at September 30, 2018	$	93,750
New prepaid maintenance agreements		-
Recognition of expense as a result of performing services		(93,750	)
Balance at June 30, 2019	$	-

The Company’s contract liabilities are as follows:

	Customer deposits			Deferred revenue			Total contract liabilities
Balance at September 30, 2018	$	199,596		$	536,458		$	736,054
New performance obligations		1,588,880			1,445,037			3,033,917
Recognition of revenue as a result of satisfying performance obligations		(870,521	)		(883,629	)		(1,754,150	)
Effect of exchange rate on deferred revenue		-			(6,596	)		(6,596	)
Balance at June 30, 2019	$	917,955		$	1,091,270		$	2,009,225
Less: non-current portion		-			(600,756	)		(600,756	)
Current portion at June 30, 2019	$	917,955		$	490,514		$	1,408,469

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 June 30, 2019, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $2,009,225. We expect to recognize revenue on approximately $1,408,469 or 70% of the remaining performance obligations over the next 12 months, and the remainder is expected to be recognized thereafter.

Practical Expedients

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

5. FAIR VALUE MEASUREMENTS

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

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

~~Level~~ 2: ~~Inputs include quoted prices for similar assets or liabilities in active markets and/or quoted prices for identical or similar assets or liabilities in markets that are~~ ~~not~~ ~~active near the measurement date.~~

~~Level~~ 3: Inputs include management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation.

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

	Level 2:	Inputs include quoted prices for similar assets or liabilities in active markets and/or quoted prices for identical or similar assets or liabilities in markets that are not active near the measurement date.

	Level 3:	Inputs include management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation.

The fair value of the Company’s cash equivalents and marketable securities was determined based on Level 1 and Level 2 inputs. The Company did not have any marketable securities in the Level 3 category as of ~~December 31, 2017~~ June 30, 2019 or September 30, ~~2017.~~ 2018. The Company believes that the recorded values of its other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

Instruments Measured at Fair Value

The following ~~table~~stables 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 ~~December 31, 2017~~ June 30, 2019 and September 30, ~~2017.~~2018.

	December 31, 2017
			Unrealized			Fair		Cash		Short-term		Long-term
	Cost Basis		Losses			Value		Equivalents		Securities		Securities		June 30, 2019
														Cost Basis		Unrealized Gain		Fair Value		Cash Equivalents		Short-term Securities		Long-term Securities
Level 1:
Money Market Funds	$	531,566	$	-		$	531,566	$	531,566	$	-	$	-	$	848,402	$	-	$	848,402	$	848,402	$	-	$	-

Level 2:
Certificates of deposit	$	936,801	$	-		$	936,801	$	-	$	437,801	$	499,000		499,000		-		499,000		-		-		499,000
Municipal securities		86,186		(198	)		85,988		-		85,988		-		-		-		-		-		-		-
Corporate bonds		3,594,227		(9,102	)		3,585,125		-		3,078,465		506,660		3,968,992		10,157		3,979,149		-		2,978,354		1,000,795
Subtotal		4,617,214		(9,300	)		4,607,914		-		3,602,254		1,005,660		4,467,992		10,157		4,478,149		-		2,978,354		1,499,795

Total	$	5,148,780	$	(9,300	)	$	5,139,480	$	531,566	$	3,602,254	$	1,005,660	$	5,316,394	$	10,157	$	5,326,551	$	848,402	$	2,978,354	$	1,499,795

78. GOODWILL AND INTANGIBLE ASSETS

Goodwill is attributable to the acquisition of Genasys and is due to combining the mass messaging solutions and software development capabilities with existing LRAD products for enhanced offerings and the skill level of the workforce. The Company periodically reviews goodwill for impairment in accordance with relevant accounting standards. There were no additions or impairments to goodwill during the nine months ended June 30, 2019. At June 30, 2019 and September 30, 2018, goodwill was $2,396,320 and $2,445,990, respectively.

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

Intangible assets and goodwill related to Genasys are translated from Euros to U.S. dollars at the balance sheet date. The net impact of foreign currency exchange differences arising during the nine months ended June 30, 2019, related to goodwill and intangible assets was a reduction of $81,018. The Company’s intangible assets consisted of the following:

	June 30,			September 30,
	2019			2018
Technology	$	635,045		$	648,208
Customer relationships		607,435			620,026
Trade name portfolio		220,886			225,464
Non-compete agreements		239,292			244,252
Patents		72,126			72,126
		1,774,784			1,810,076
Accumulated amortization		(477,819	)		(252,730	)
	$	1,296,965		$	1,557,346

	Three months ended				Nine months ended
	June 30,				June 30,
	2019		2018		2019		2018
Amortization expense	$	75,354	$	81,262	$	228,793	$	153,026

Estimated Amortization expense for the twelve months ended June 30,

2020	$	305,695
2021		268,860
2022		225,455
2023		205,087
2024		180,507
Thereafter		111,361
Total estimated amortization expense	$	1,296,965

9. PREPAID EXPENSES AND OTHER

Prepaid expenses and other current assets consisted of the following:

	June 30		September 30,
	2019		2018
Deposits for inventory	$	7,740	$	1,366,069
Leashold improvement receivable		180,103		1,132,017
Prepaid insurance		293,656		162,822
Prepaid maintenance agreement		-		93,750
Dues and subscriptions		69,674		92,097
Other		208,192		244,646
	$	759,365	$	3,091,401

Deposits for inventory

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

Leasehold improvement receivable

Leasehold improvement receivable represents amounts owed to the Company by its landlord for costs incurred to renovate and prepare the Company’s new facility for use. The lease provided an allowance for tenant improvements of $1,588,214. (See Note 13, Commitments and Contingencies, for additional information about this lease). As of June 30, 2019, $180,103 has not been received by the Company.

Prepaid Insurance

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

Prepaid maintenance agreement

At March 31, 2011, prepaid expenses included $1,500,000 paid to a third party service provider in connection with the Company’s obligations under a sales contract to a foreign military service to provide repair and maintenance services over an eight- year period for products sold thereunder. The total prepaid expense was amortized on a straight-line basis at an annual rate of $187,500 over the eight-year contract period to correspond with the revenues for these services and was recognized as a component of cost of sales. The amortization of the prepaid maintenance agreement was completed during the period ended March 31, 2019. As of September 30, 2018, $93,750 of the total prepayment was classified as a current asset.

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

Deferred revenue consists primarily of extended warranty obligations and prepayments ~~from customers in advance of product shipment~~.for software support agreements.

Accrued contract costs consist 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 the year ended September 30, 2011. Payments to the service provider will be made annually upon completion of each year of service. A new contract was signed with the customer in May 2019 to continue repair and maintenance services through May 2024. These services are being recorded in cost of revenues to correspond with the revenues for these services.

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

~~The Company has~~ ~~contracted with a~~ ~~third~~~~-party service provider~~Deferred rent liability as of June 30, 2019 and September 30, 2018 consists of the difference between the average rental amount charged to ~~administer the required services~~expense and amounts payable under the ~~terms~~lease for the Company’s office space. Deferred rent also includes cash and leasehold incentives from the landlord in the aggregate amount of $2,013,169 at June 30, 2019 to compensate for costs incurred by the Company to make the office space ready for operation. Leasehold incentives received from a ~~repair~~landlord are deferred and ~~maintenance agreement with~~recognized on a ~~foreign military. This payment is made~~straight-line basis as a reduction to rent expense over the lease term.

Deferred extended warranty revenue consists of warranties purchased in ~~arrears for each contract year ended~~ ~~March 26.~~excess of the Company’s standard warranty. Extended warranties typically range from one to two years.

811. ~~INCOME TAXES~~DEBT

In connection with the acquisition of Genasys the Company assumed certain debts of Genasys. The balances of the acquired debt consist of loans with governmental agencies as of June 30, 2019. Loans with governmental agencies represent interest free debt granted by ministries within Spain for the purpose of stimulating economic development and promoting research and development. Loans with governmental agencies as of June 30, 2019 are as follows:

Agency	Due Date	Principal
Ministry of Economy and Competitiveness	February 2, 2022	$	51,295
Ministry of Economy and Competitiveness	February 2, 2024		273,472	(a)
		$	324,767

(a)

This loan is secured by $273,472 of cash pledged as collateral by Genasys, which is the current balance of the loan. This amount is included in restricted cash at June 30, 2019. The Company expects the Ministry of Economy and Competitiveness to declare the terms of the loan satisfied within the next twelve months and the outstanding balance of the loan will be paid in full during fiscal 2019. Accordingly, this has been included in the current portion of notes payable as of June 30, 2019.

The following is a schedule of future annual payments as of June 30, 2019:

2020	$	290,571
2021		17,098
2022		17,098
2023		-
Total	$	324,767

The ~~Tax Cuts~~current portion of debt is $290,571 and ~~Jobs Act (the “Act”) was enacted on~~ ~~December 22, 2017.~~ ~~The Act reduces~~ the ~~U.S. federal corporate tax rate from~~ ~~35%~~ to ~~21%~~ ~~effective~~ ~~January 1, 2018.~~ ~~Subsequently, the SEC issued Staff Accounting Bulletin (“SAB”)~~ ~~118,~~ ~~which allows for the recording~~noncurrent portion of ~~provisional amounts related to U.S. tax reform and subsequent adjustments related to U.S. tax reform during a measurement period~~ ~~not~~ ~~to exceed~~ ~~one~~ ~~year from the enactment date~~debt is $34,196.

913. COMMITMENTS AND CONTINGENCIES

Facility Lease

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

Litigation

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

Bonus Plan

The Company has ~~an incentive~~a bonus plan for ~~fiscal year~~ ~~201~~8 ~~designed to motivate its key~~ employees, ~~to achieve the Company’s financial objectives. All~~in accordance with their terms of ~~the Company’s key employees are entitled to participate in the incentive plan. Target Bonus Amounts (“Target”) vary based on~~employment, whereby they can earn a percentage of ~~the employee’s base~~their salary, ~~which range from~~ ~~25%~~ to ~~75%~~ ~~of base salary and a bonus payment~~ ~~may~~ ~~be made~~ at three different levels, ~~including at~~ ~~50%~~ ~~of Target, at~~ ~~100%~~ ~~of Target and at~~ ~~200%~~ ~~of Target, depending upon the achievement by the Company of specified performance goals. Performance targets include certain fiscal~~ ~~2018~~ ~~metrics, including product bookings, net revenues,~~based on meeting targeted objectives for orders received, revenue, operating income and operating cash flow. ~~Included in such calculation is~~ In the ~~cost of the incentive plan. During the~~ ~~three~~nine months ended ~~December 31, 2017~~ ~~and~~ ~~2016,~~June 30, 2019, the Company ~~accrued~~ ~~$405,267~~exceeded the minimum targeted level of orders received and ~~$185,086,~~ ~~respectively, for bonuses~~revenues and has recorded $902,274 of expense. Bonus related ~~payroll tax expenses~~expense is included in ~~connection with~~“Accrued liabilities” in the ~~bonus plans.~~accompanying Condensed Consolidated Balance Sheets as of June 30, 2019 and September 30, 2018. In the nine months ended June 30, 2018, the company exceeded the minimum targeted level of orders received and revenues and recorded $1,223,543 of expense.

1014. SHARE-BASED COMPENSATION

~~Stock Option~~ Equity Incentive Plans

At ~~December 31, 2017,~~ June 30, 2019, the Company had two equity incentive plans. The 2005 Equity Incentive Plan (“(“2005 Equity Plan”) was terminated with respect to new grants in March 2015, but remains in effect for grants issued prior to that time. The Amended and Restated 2015 Equity Incentive Plan (“(“2015 Equity Plan”) was approved by the Company’s Board of Directors on December 6, 2016 and by the Company’s stockholders on March 14, 2017. The ~~2015~~amendment to the Equity Plan was approved in 2015 and authorizes for issuance as stock options, restricted stock, stock appreciation rights, restricted stock units and performance awards, an aggregate of 5,000,000 new shares of common stock to employees, directors, advisors or consultants. At ~~December 31, 2017,~~ June 30, 2019, there were options and restricted stock units outstanding covering ~~2,216,002~~691,383 and ~~2,279,315~~2,174,708 shares of common stock under the 2005 Equity Plan and 2015 Equity Plan, ~~respectively.~~respectively, and 1,873,059 shares of common stock available for grant for a total of 4,739,150 currently available under the two equity plans.

Stock Option ~~Activity~~Information

~~The following table summarizes information about~~A summary of the activity in options to purchase the capital stock ~~option activity during~~of the ~~three~~ ~~months ended~~ ~~December 31, 2017:~~Company as of June 30, 2019 is presented below:

	Number			Weighted Average		Number of Shares			Weighted Average Exercise Price
	of Shares			Exercise Price
Outstanding October 1, 2017		4,663,502		$	2.16
Outstanding September 30, 2018							3,394,858		$	2.18
Granted		3,500		$	2.21		-		$	-
Forfeited/expired		(80,833	)	$	2.84		(768,334	)	$	2.99
Exercised		(90,852	)	$	1.76		(35,282	)	$	1.55
Outstanding December 31, 2017		4,495,317		$	2.15
Exercisable December 31, 2017		3,251,811		$	2.24
Outstanding June 30, 2019							2,591,242		$	1.94
Exerciseable June 30, 2019							1,736,114		$	1.93

Options outstanding are exercisable at prices ranging from ~~$0.~~93$1.31 to ~~$3.17~~$3.17 and expire over the period from ~~2018~~2020 to 2024 with an average life of ~~4.6~~3.22 years. The aggregate intrinsic value of options outstanding and exercisable at ~~December 31, 2017~~ June 30, 2019 was ~~$1,780,084~~$3,495,052 and ~~$1,368,424,~~$2,364,061, respectively.

~~During~~ The aggregate intrinsic value represents the difference between the Company’s closing stock price on the last day of trading for the quarter, ~~ended~~ ~~December 31, 2016,~~ which was $3.29 per share, and the ~~Company incurred non-cash share-based compensation expense~~exercise price multiplied by the number of $3~~07,324~~ ~~resulting from the modification~~applicable options. The total intrinsic value of stock options ~~in accordance with a Separation Agreement and General Release related to~~exercised during the nine months ended June 30, ~~2016~~ ~~departure of the Company’s prior chief executive officer (“CEO”). As per the agreement, all unvested~~2019 was $97,609 and proceeds from these exercises were $54,621.

The following table summarized information about stock options ~~became fully vested on~~ ~~December 31, 2016~~ outstanding and ~~shall remain~~ exercisable ~~for a period of~~ 24 ~~months following the~~ ~~December 31, 2016~~ separation date as defined in the agreement. The expense is measured as the excess of the fair value of the modified awards over the fair value of the original awards immediately before its terms are modified as per ASC ~~718~~-20-~~35.~~at June 30, 2019:

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

The Company ~~has made the assumption~~determined that ~~the lowest performance target level for each~~as of June 30, 2019, it is probable that some of the ~~years~~performance conditions will be ~~met,~~achieved and ~~therefore~~ ~~187,500~~ ~~shares of the PVO~~ ~~are assumed to vest. The weighted average grant date fair value for the PVO was~~ ~~$0.81~~ ~~per share, which was estimated on the date of grant using the Black-Scholes option pricing model. Non-cash~~recorded $101,447 in share-based compensation expense related to ~~this award is recognized on a straight-line basis over~~these options for the ~~requisite service periods.~~three months ended June 30, 2019. The Company will continue to review these targets each quarter and will adjust the expected outcome as needed, recognizing compensation expense cumulatively in such period for the difference in expense.

~~During the quarter ended~~ ~~December 31, 2016,~~ On March 14, 2017, the Board of Directors approved ~~the~~a grant of 25,000 RSUs to each of ~~our non-employee directors, subject to stockholder approval of~~ the ~~Amended and Restated~~ ~~2015~~ ~~Equity Incentive Plan at the~~ ~~2017~~ ~~Annual Meeting of Stockholders. These RSUs were granted as replacements for~~ ~~20,000~~ ~~stock options that would have been granted on the date of the~~ ~~2016~~ ~~Annual Meeting of Stockholders and vested on the~~ ~~first~~ ~~anniversary of the~~ ~~2016~~ ~~Annual Meeting of Stockholders, which was~~ ~~May 17, 2017.~~~~As a result of the stockholders approval of the Amended and Restated~~ ~~2015~~ ~~Equity Incentive Plan at the~~ ~~2017~~ ~~Annual Meeting of Stockholders on~~ ~~March 14, 2017,~~ ~~the RSUs previously granted were made effective at a market value of~~ ~~$197,500~~ ~~and were expensed on a straight line basis through the~~ ~~May 17, 2017~~ ~~vest date.~~

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

On March 20, 2018, the Board of Directors approved an additional grant of 25,000 RSUs to each of the Company’s non-employee directors and will vest on the first anniversary of the grant date. These were issued at a market value of $278,750, which were expensed on a straight-line basis through the March 20, 2019 vest date.

During the quarter ended March 31, 2019, 93,330 RSUs were granted to employees that will vest over three years on the anniversary date of the grant. These were issued at a market value of $210,176, which will be expensed on a ~~straight~~straight- line basis over the three-year life of the grants.

On February 7, 2019, the Board of Directors approved non-employee director compensation to include an annual grant of 30,000 RSU’s to each of the Company’s non-employee directors that will vest on the first anniversary of the grant date. These were issued at a market value of $412,500, which have been and will be expensed on a straight-line basis through the March ~~14, 2018~~ 12, 2020 vest date.

Compensation expense for RSUs was $124,991 for the three months ended June 30, 2019 and $344,473 for the nine months ended June 30, 2019. Compensation expense for RSUs was $78,252 for the three months ended June 30, 2018 and $197,325 for the nine months ended June 30, 2018.

A summary of the restricted stock units of the Company as of June 30, 2019 is presented below:

The ~~Company recorded share-based compensation expense~~Company’s employee stock options have various restrictions that reduce option value, including vesting provisions and ~~classified it in the condensed consolidated statements of~~ ~~operations as follows:~~restrictions on transfer and hedging, among others, and are often exercised prior to their contractual maturity.

~~The employee~~There were no stock ~~option~~soptions granted induring the ~~three~~nine months ended ~~December 31, 2017~~ ~~and~~ ~~2016~~ ~~had a weighted-average~~June 30, 2019. The weighted average estimated fair value of ~~$0.89~~ ~~per share and~~ ~~$0.71~~ ~~per share, respectively,~~employee stock options granted during the nine months ended June 30, 2018 was calculated using the Black-Scholes ~~option pricing~~option-pricing model with the following ~~weighted-average~~weighted average assumptions (annualized percentages):

~~The Company~~ ~~did~~ ~~not~~ ~~declare a dividend for the quarters ended~~ ~~December 31, 2017~~ ~~and~~ ~~2016.~~Expected volatility is based on the historical volatility of the Company’s common stock over the period commensurate with the expected life of the options. The risk-free interest rate is based on rates published by the Federal Reserve Board. The contractual term of the options was seven years. The expected life is based on observed and expected time to post-vesting exercise. The expected forfeiture rate is based on past experience and employee retention data. Forfeitures are estimated at the time of the grant and revised in subsequent periods if actual forfeitures differ from those ~~estimates or if the Company updates its estimated forfeiture rate.~~estimates. Such ~~amounts~~revision adjustments to expense will be recorded as a cumulative adjustment in the period in which the estimate is changed. The Company did not declare a dividend for the nine-month periods ended June 30, 2019 or in fiscal year 2018.

~~Since the Company has a~~ ~~net operating loss carryforward as of~~ ~~December 31, 2017,~~ no ~~excess tax benefit for the tax deductions related to share-based awards was recognized for the~~ ~~three~~ ~~months ended~~ ~~December 31, 2017~~ ~~and~~ ~~2016.~~As of ~~December 31, 2017,~~ June 30, 2019, there was approximately ~~$600,000~~$575,955 of ~~total~~ unrecognized compensation ~~cost~~costs related to ~~non-vested share-based~~outstanding non-performance-based employee ~~compensation arrangements. The cost~~stock options and restricted stock units. This amount is expected to be recognized over a ~~weighted-average~~weighted average period of ~~2.1~~1.05 years. To the extent the forfeiture rate is different from what the Company anticipated, stock-based compensation related to these awards will be different from the Company’s expectations.

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

115. STOCKHOLDERS’ EQUITY

Summary

The following table summarizes changes in the components of ~~stockholders~~’stockholders’ equity during the ~~three~~nine months ended ~~December 31, 2017:~~June 30, 2019 and the nine months ended June 30, 2018:

										Accumulated																		Accumulated
					Additional					Other			Total									Additional						Other			Total
	Common Stock				Paid-in		Accumulated			Comprehensive			Stockholders'			Common Stock						Paid-in			Accumulated			Comprehensive			Stockholders'
	Shares		Amount		Capital		Deficit			Loss			Equity			Shares			Amount			Capital			Deficit			Loss			Equity
Balances, September 30, 2017		32,158,436	$	322	$	87,956,839	$	(52,771,853	)	$	(1,269	)	$	35,184,039
Balance at September 30, 2018																	33,176,146		$	332		$	90,251,145		$	(56,516,895	)	$	(245,375	)	$	33,489,207

Share-based compensation expense																	-			-			133,845			-						133,845
Issuance of common stock upon exercise of stock options, net																	1,600			-			2,528			-			-			2,528
Stock buyback																	(588,425	)		(6	)		(1,621,016	)		-			-			(1,621,022	)
Other comprehensive loss																	-			-			-			-			(54,335	)		(54,335	)
Net income																	-			-			-			1,045,940			-			1,045,940
Balance at December 31, 2018																	32,589,321		$	326		$	88,766,502		$	(55,470,955	)	$	(299,710	)	$	32,996,163

Share-based compensation expense																	-			-			171,975			-			-			171,975
Issuance of common stock upon exercise of stock options, net																	26,682			-			42,644			-			-			42,644
Issuance of common stock upon vesting of restricted stock units																	156,115			2			-			-			-			2
Stock buyback																	(200,000	)		(2	)		(549,998	)								(550,000	)
Other comprehensive loss																	-			-			-			-			(69,091	)		(69,091	)
Net income																	-			-			-			1,178,850			-			1,178,850
Balance at March 31, 2019																	32,572,118		$	326		$	88,431,123		$	(54,292,105	)	$	(368,801	)	$	33,770,543

Share-based compensation expense		-		-		138,461		-			-			138,461			-			-		$	257,566		$	-		$	-			257,566
Issuance of common stock upon exercise of stock options, net		90,852		-		159,518								159,518			7,000			-			9,449			-			-			9,449
Other comprehensive loss		-		-		-		-			(8,031	)		(8,031	)		-			-			-			-			56,538			56,538
Net loss		-		-		-		(1,683,253	)					(1,683,253	)
Balances, December 31, 2017		32,249,288	$	322	$	88,254,818	$	(54,455,106	)	$	(9,300	)	$	33,790,734
Net income																	-			-						638,041			-			638,041
Balance at June 30, 2019																	32,579,118		$	326		$	88,698,138		$	(53,654,064	)	$	(312,263	)	$	34,732,137

													Accumulated
							Additional						Other			Total
	Common Stock						Paid-in			Accumulated			Comprehensive			Stockholders'
	Shares			Amount			Capital			Deficit			Loss			Equity
Balance at September 30, 2017		32,158,436		$	322		$	87,956,839		$	(52,771,853	)	$	(1,269	)	$	35,184,039

Share-based compensation expense		-			-			138,461			-			-			138,461
Issuance of common stock upon exercise of stock options, net		90,852			-			159,518			-			-			159,518
Other comprehensive loss		-			-			-			-			(8,031	)		(8,031	)
Net income		-			-			-			(1,683,252	)		-			(1,683,252	)
Balance at December 31, 2017		32,249,288		$	322		$	88,254,818		$	(54,455,105	)	$	(9,300	)	$	33,790,735

Share-based compensation expense		-			-			145,789			-			-			145,789
Issuance of common stock upon exercise of stock options, net		20,000			-			26,200			-			-			26,200
Issuance of common stock upon vesting of restricted stock units		125,000			-			-			-			-			-
Other comprehensive loss		-			-			-			-			(4,482	)		(4,482	)
Net income		-			-			-			460,908			-			460,908
Balance at March 31, 2018		32,394,288		$	322		$	88,426,807		$	(53,994,197	)	$	(13,782	)	$	34,419,150

Share-based compensation expense		-			-			148,813			-			-			148,813
Issuance of common stock upon exercise of stock options, net		468,801			5			842,001			-			-			842,006
Stock buyback		(211,326	)		(2	)		(500,272	)		-			-			(500,274	)
Other comprehensive loss		-			-			-			-			(211,426	)		(211,426	)
Net income		-			-			-			(80,220	)		-			(80,220	)
Balance at June 30, 2018		32,651,763		$	325		$	88,917,349		$	(54,074,417	)	$	(225,208	)	$	34,618,049

The Board of Directors approved a share buyback program in ~~2013~~2015 under which the Company was authorized to repurchase up to $4$4 million of its outstanding common shares. ~~There were~~ no ~~shares repurchased during the quarters ended~~ ~~December 31, 2017~~ ~~and~~ ~~2016~~ ~~respectively. At~~ ~~December 31, 2017,~~ ~~all repurchased shares were retired.~~ In December 2017, the Board of Directors extended the program through December 31, 2018.

In December 2018, the Board of Directors approved a new share buyback program beginning January 1, 2019 and expiring on December 31, 2020, under which the Company is authorized to repurchase up to $5 million of its outstanding common shares exclusive of any fees, commissions or other expenses related to such repurchases. At June 30, 2019, $4.5 million was available for share repurchase under this program. The previous program expired on December 31, 2018.

There were 788,425 shares repurchased for $2,171,022 during the nine months ended June 30, 2019. There were 211,236 shares repurchased for $500,274 during the nine-month period ended June 30, 2018. At June 30, 2019, all repurchased shares were retired into treasury.

There were no dividends declared in the ~~three~~nine months ended ~~December 31, 2017~~ June 30, 2019 and ~~2016.~~2018.

126.NET INCOME (LOSS) PER SHARE

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

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

Three months ended

December 31,

2017

2016

Numerator:

Loss available to common stockholders
$ (1,683,253 ) $ (812,680 )

Denominator:

Weighted average common shares outstanding
32,236,039 31,800,103

Basic loss per common share
$ (0.05 ) $ (0.03 )
Diluted loss per common share
$ (0.05 ) $ (0.03 )

Potentially dilutive securities outstanding at period end excluded from the diluted computation as the inclusion would have been antidilutive:
Options
3,289,067 4,849,002

	Three months ended					Nine months ended
	June 30,					June 30,
	2019		2018			2019		2018
Net income (loss)		638,041		(80,219	)		2,862,831		(1,302,564	)

Basic income (loss) per share	$	0.02	$	(0.00	)	$	0.09	$	(0.04	)
Diluted income (loss) per share	$	0.02	$	(0.00	)	$	0.09	$	(0.04	)

Weighted average shares outstanding - basic		32,575,118		32,306,207			32,684,311		32,314,038
Assumed exercise of dilutive options		797,659		-			656,746		-
Weighted average shares outstanding - diluted		33,372,777		32,306,207			33,341,057		32,314,038

Potentially diluted securities outstanding at period end excluded from diluted computation as the inclusion would have been antidilutive:
Options		761,250		1,766,250			976,750		2,706,567
RSU		-		218,330			-		218,330
Total		761,250		1,984,580			976,750		2,924,897

137. SEGMENT INFORMATION

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

The following table presents the Company’s segment disclosures:

	Three months ended June 30,					Nine months ended June 30,
	2019		2018			2019		2018

Revenue from external customers
LRAD	$	8,302,811	$	7,012,430		$	27,606,026	$	22,094,790
Genasys		560,915		501,638			1,626,950		916,292
	$	8,863,726	$	7,514,068		$	29,232,976	$	23,011,082

Intercompany revenues
LRAD	$	-	$	-		$	-	$	-
Genasys		257,302		96,192			724,271		186,010
	$	257,302	$	96,192		$	724,271	$	186,010

Segment operating income (loss)
LRAD	$	660,106	$	(63,257	)	$	3,245,060	$	1,507,264
Genasys		26,355		(114,870	)		166,662		(90,132	)
	$	686,461	$	(178,127	)	$	3,411,722	$	1,417,132

Other expenses:
Depreciation and amortization expense
LRAD	$	149,331	$	62,665		$	392,296	$	187,433
Genasys		76,350		80,804			231,021		149,767
	$	225,681	$	143,469		$	623,317	$	337,200

Interest expense
LRAD	$	-	$	-		$	-	$	-
Genasys		-		4,388			-		14,205
	$	-	$	4,388		$	-	$	14,205

Income tax expense (benefit)
LRAD	$	118,310	$	(73,749	)	$	675,457	$	2,793,590
Genasys		-		-			-		-
	$	118,310	$	(73,749	)	$	675,457	$	2,793,590

	June 30, 2019		September 30, 2018
Long-lived assets
LRAD	$	2,381,722	$	2,478,144
Genasys		3,669,426		3,973,917
	$	6,051,148	$	6,452,061

Total assets
LRAD	$	37,029,052	$	36,770,872
Genasys		4,986,723		5,089,925
	$	42,015,775	$	41,860,797

18. MAJOR CUSTOMERS

For the three months ended ~~December 31, 2017,~~ June 30, 2019, revenues from one customer accounted for 30% of total revenues and for the nine months ended June 30, 2019, revenues from two customers accounted for ~~31%~~43% and ~~26%~~11% of total revenues, ~~respectively,~~ with no other single customer accounting for more than 10% of revenues. At ~~December 31, 2017,~~ June 30, 2019, accounts receivable from ~~one~~ ~~customer~~three customers accounted for ~~42%~~30%, 14% 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 ~~December 31, 2016,~~ June 30, 2018, revenues from ~~one~~ ~~customer~~three customers accounted for 15%, 11% and 10% of total revenues and for the nine months ended June 30, 2018 revenues from three customers accounted for 22%, 11% and 11% of total revenues, with no other single customer accounting for more than 10% of revenues. At ~~December 31, 2016,~~ June 30, 2018, accounts receivable from ~~two~~three customers accounted for ~~40%~~15%, 13% and ~~19%~~12% of total accounts receivable, ~~respectively,~~ with no other single customer accounting for more than 10% of the accounts receivable balance.

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

	Three months ended December 31,				Three months ended June 30,				Nine months ended June 30,
	2017		2016		2019		2018		2019		2018
Americas	$	6,053,038	$	1,622,357	$	5,661,496	$	3,814,782	$	23,430,521	$	14,918,891
Asia Pacific		1,021,906		984,600		2,681,229		3,089,770		3,827,716		6,367,532
Europe, Middle East and Africa		553,623		334,377		521,001		609,516		1,974,739		1,724,659
Total Revenues	$	7,628,567	$	2,941,334	$	8,863,726	$	7,514,068	$	29,232,976	$	23,011,082

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, ~~2017.~~2018.

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

~~Our Company~~LRAD^® Corporation is a leading innovator and manufacturer of acoustic communication systems that ~~control sound from 30° - 360°~~project audible voice messages, tones, and warning sirens over short and long distances. By broadcasting audible voice messages ~~and tones~~ with exceptional clarity and only where needed, we offer ~~novel~~unique sound applications that conventional bullhorns, loudspeakers, and public address and emergency warning systems cannot achieve. WeWith the January 2018 acquisition of Genasys Holding S.L., we combined our advanced mass notification voice broadcast systems with Genasys’ location-based mass messaging solutions. Using our proprietary technologies, we have developed two ~~LRAD~~^®product ~~lines using our proprietary technologies:~~lines:

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

• ~~ONE VOICE~~^® Public Safety Mass Notification, ~~Systems(“MNS”),~~ which include systems that project 60° - 360° audible voice broadcasts with ~~industry-leading~~industry leading vocal ~~intelligibility~~clarity from close range to over 14 square kilometers from a single ~~installation.~~installation and geospecific mass messaging mobile alert solutions that are compatible with major emergency warning protocols.

We have created a new worldwide market and a recognized global brand by selling our industry-leading AHDs and advanced public safety mass notification systems into 72 countries. We continue to develop new acoustic innovations and believe we have established a significant competitive advantage in our principal markets.

LRAD systems are a technological breakthrough in broadcasting audible, highly intelligible voice messages and tones over long distances and above high ambient noise using minimal power. Our ~~AHD's~~AHDs meet stringent military ~~requirements~~specifications and are packaged in several form factors, from portable, ~~hand held~~hand-held units to permanently installed, remotely operated systems. Through ~~the use of powerful voice commands,~~broadcasting directional alert tones and live prerecorded messages, ~~in multiple languages, and warning tones,~~ our ~~AHD's~~AHDs are designed to ~~create~~enable users to safely hail and warn, notify and direct, prevent misunderstandings, determine intent, establish large safety zones, ~~while determining the intent~~resolve uncertain situations, and ~~influencing the behavior of security threats.~~potentially save lives. We continue to ~~expand~~enhance our ~~AHD~~acoustic communication technologies and product ~~line~~lines to provide a complete range of systems and ~~accessories, including our recently~~accessories. Our patented XL driver technology, which generates higher audio output in a smaller and lighter form ~~factor. We have~~factor, is being incorporated ~~and plan to continue incorporating, this proprietary technology~~ into many of our AHD and ~~ONE VOICE~~public safety mass notification products.

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

Our products are designed to meet a broad range of diverse applications ~~including~~for emergency warning and mass notification, fixed and mobile military ~~deployments,~~deployments; maritime, critical infrastructure, perimeter, commercial, border, and homeland ~~security,~~security; law enforcement, emergency responder and fire rescue ~~communications,~~communications; asset protection, and wildlife preservation and control. By selling our industry-leading AHD's and advanced ONE VOICE mass notification systems into over 70 countries, we have created a new worldwide market and a recognized global brand. We continue to develop new acoustic innovations and believe we have established a significant competitive advantage in our principal markets.

Business developments in the fiscal quarter ended ~~December 31, 2017:~~June 30, 2019:

Revenues inin the ~~first~~third fiscal quarter ended ~~December 31, 2017,~~June 30, 2019, were ~~$7.6~~$8.9 million, an increase of $1.4 million from ~~$2.9~~$7.5 million in the ~~first~~third fiscal quarter of ~~2017.~~2018. The increase in revenues was primarily driven by ~~increases~~an increase in ~~both AHD and~~public safety mass notification revenues. ~~AHD revenues increased $2,559,000, or 128%, and~~Public safety mass notification ~~revenues~~revenue increased ~~$2,074,748,~~$1,587,711, or ~~297%~~66%, compared to the ~~first~~third fiscal quarter of ~~2017.~~2018, offset by a $238,053, or 5%, decrease in AHD revenues. Based on the timing of government budget cycles, ~~as well as~~ financial issues and ~~military conflict~~leadership change in certain areas of the world, delays in awarding contracts often occur, resulting in uneven quarterly revenues. Gross profit increased compared to the same quarter in the prior year primarily as a result of higher ~~sales and higher fixed overhead absorption.~~sales. Operating expenses ~~increased by 16.2% from $2.6 million~~were essentially unchanged comparted to ~~$3.0 million in~~ the similar prior year period. The third quarter ended December 31, 2017, primarily due to higher incentive expense accrual based on the Company’s expectation for meeting current year financial goals, computer related expenses and increased salaries and consulting for additional engineering and sales personnel. The first quarter of fiscal ~~2018~~2019 results reflect ~~a $2.7 million~~$118,310 of income tax expense ~~including $2.5 million for~~which is a ~~decrease to~~non-cash charge that reduced the balance of the deferred tax ~~asset due to enactment~~asset. We reported net income of the “Tax Cuts and Jobs Act” (the “Act”) on December 22, 2017, which reduces the U.S. federal corporate tax rate to 21% effective January 1, 2018. Primarily as a result of this fiscal 2018 income tax expense, we reported a net loss of $1,683,253$638,041 for the quarter, or ~~$0.05~~$0.02 per share, compared to a net loss of ~~$812,680,~~$80,219, or ~~$0.03~~$0.00 per share, for the same quarter in the prior year.

Our ~~product line-up continues~~products and solutions continue to gain worldwide awareness and recognition through media exposure, trade show participations, product demonstrations and word of mouth as a result of positive responses and increased ~~acceptance of our products.~~acceptance. We believe we have a solid global brand, technology and product foundation with our ~~LRAD-X directed~~AHD and public safety mass notification systems product ~~line,~~lines, which we have expanded over the years to service new markets and customers for greater business growth. We ~~have launched a line of omnidirectional products targeted to meet the needs of the large and growing mass notification market. We~~ believe that we have strong market opportunities for our directional and ~~omnidirectional~~multidirectional product offerings within the ~~global government and military sector, as well as increasing commercial applications as a result of continued threats to governments, commerce and~~mass notification, defense, law enforcement, fire rescue, public safety, maritime, homeland security, critical infrastructure security, asset protection, and in wildlife ~~preservation~~control and ~~control applications.~~protection business sectors. We intend to continue expanding our international mass notification business, particularly in the Middle East, Europe and Asia where we believe there are greater market opportunities for our ~~omnidirectional~~multidirectional products. Our selling network has expanded through the addition of sales consultants as well as continuing to improve and increase our relationships with key integrators and sales representatives within the ~~United States~~U.S. and in a number of worldwide locations. However, we may continue to face challenges induring the remainder of fiscal ~~2018~~2019 and into fiscal 2020 due to continuing economic and geopolitical conditions in some international regions. We anticipate that the ~~new~~current U.S. government administration will support U.S. military spending, which we believe could benefit us, although there is uncertainty as to priorities and timing. We continue to pursue large business opportunities, but it is difficult to anticipate how long it will take to close these opportunities, or if they will ever ultimately come to fruition. It is also difficult to determine whether our ~~omnidirectional product~~multidirectional products and software will be accepted as a viable ~~solution~~solutions in the public safety mass notification market, which includes a number of large, well-known competitors.

We have identified a number of accounting policies as critical to our business operations and the understanding of our results of operations. These are described in our consolidated financial statements located in ~~Management~~’sManagement’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, ~~2017.~~2018. The impact and any associated risks related to these policies on our business operations is discussed below and throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported and expected financial results.

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

Comparison of Results of Operations for the Three Months Ended ~~December 31~~June 30, ~~2017~~2019 and ~~2016~~201

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

Revenues increased in the current quarter compared to the corresponding quarter in the prior year due to ~~the~~a larger backlog at ~~September 30, 2017~~March 31, 2019 compared to ~~September 30, 2016. Sales~~March 31, 2018. Revenues improved in the current quarter ~~both AHD (up $2,559,319~~for the public safety mass notification systems product line ($1,587,711, or ~~128%~~66%) ~~and MNS (up $2,074,748, or 297%) product lines~~ compared to the prior ~~year.~~year quarter offset by a slight decrease ($238,053, or 5%) in AHD product line revenues. The receipt of orders will often be uneven due to the timing of approvals or budgets. At ~~December 31, 2017,~~June 30, 2019, we had aggregate deferred revenue of ~~$437,945~~$1,091,270 for ~~prepayments from customers in advance of product shipment.~~extended warranty obligations and software support agreements.

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

Our products have varying gross margins, so product mix may affect gross profits. In addition, our margins vary based on the sales channels through which our products are sold in a given period. We continue to implement product updates and changes, including raw material and component changes that may impact product costs. With such product updates and changes we have limited warranty cost experience and estimated future 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 ~~increased $221,962~~decreased $191,289 over the prior year quarter. This reflects ~~$209,322 higher information technology~~a decrease to compensation related expenses ~~$154,197 higher incentive compensation expense, $81,957 higher salaries, benefits~~ and ~~consulting expense, primarily for business development~~smaller decreases in trade show, travel and ~~$59,885 in increased travel. The increases were offset by a $326,175 decrease in non-cash compensation, primarily due to the prior year non-recurring expense~~computer related to a Separation Agreement and General Release related to the departure of the Company’s prior CEO. A new enterprise resource planning software system was implemented in the first quarter of fiscal year 2018 and this rate of expense is not expected to recur in future periods.expenses.

We incurred non-cash share-based compensation expenses allocated to selling, general and administrative expenses in the three months ended ~~December 31,~~June 30, 2019 and 2018 of $242,660 and $123,311, respectively. The increase in the current quarter period is largely due to $101,447 for catch up performance option expense as we now believe that it is probable that certain goals under an employment agreement will be achieved.

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 increased $229,829 in the current quarter compared to the prior year largely due to $199,301 for increased product development and product testing expenses.

Included in research and development expenses for the three months ended June 30, 2019 and 2018 was $11,279 and $20,391 of non-cash share-based compensation costs, respectively.

Research and development costs vary period to period due to the timing of projects, and the timing and extent of the use of outside consulting, design and development firms. We continually improve our product offerings and we expect to continue to expand our product line in 2019 with new products, customizations and enhancements. Based on current plans, we may expend additional resources on research and development in the current year compared to the prior year.

The $718,260 increase in net income in the fiscal year 2019 third quarter was primarily due to the higher gross profit realized from increased sales in the 2019 quarter. Non-cash income tax expense of $118,310 was recognized in the three months ended June 30, 2019 compared to a non-cash income tax benefit of $73,749 in the three months ended June 30, 2018.

Comparison of Results of Operations for the Nine Months Ended June 30, 2019 and 2018

Selling, general and administrative expenses increased $328,808 in the nine months ended June 30, 2019 compared to the prior year period. The increase in selling, general and administrative expenses is primarily due to ~~non-recurring~~Genasys selling and general administrative expenses totaling $462,770 in the first quarter of fiscal 2019 compared to zero in 2018. In addition, compensation expense was $191,512 higher than the prior year. This was partially offset by $151,679 in lower information technology related expenses, $115,359 in lower travel expenses and $65,156 in lower commission expense. As a percentage of sales, selling, general and administrative expense decreased to ~~a Separation Agreement and General Release related~~27% for the nine months ended June 30, 2019 compared to ~~the departure of the Company’s prior CEO~~33% in the prior year ~~quarter.~~period.

We incurred non-cash share-based compensation expenses allocated to selling, general and administrative expenses in the nine months ended June 30, 2019 and 2018 of $508,762 and $352,766, respectively. The increase in the current fiscal year to date period is largely due to $101,447 for catch up performance option expense as we now believe that it is probable that certain goals under an employment agreement will be achieved.

Research and development expenses increased $865,976 in the nine months ended June 30, 2019 compared to the prior year, primarily due to ~~$75,162 for~~ increased product development ~~$58,609 for salaries~~activities ($632,892) and ~~benefits due to increased engineering staff compared to the prior year quarter~~compensation and ~~$60,405 for bonus accrual.~~related expenses ($145,655).

Included in research and development expenses for the ~~three~~nine months ended ~~December 31, 2017~~June 30, 2019 and ~~2016~~2018 was ~~$22,930~~$42,499 and ~~$23,375~~$63,930 of non-cash share-based compensation costs, respectively.

Research and development costs vary period to period due to the timing of projects, and the timing and extent of the use of outside consulting, design and development firms. We continually improve our product offerings and we expect to continue to expand our product line in ~~2018~~2019 with new products, customizations and enhancements. Based on current plans, we may expend additional resources on research and development in the current year compared to the prior year.

The ~~increase in~~$2,862,831 net income for the first nine months of fiscal year 2019 was an improvement of $4,165,395 over the net loss ~~compared to~~in the prior year ~~was due to income tax expense for the three months ended December 31, 2017~~period. The improved results were primarily due to ~~a reduction~~the $2,474,000 tax expense in fiscal year 2018 from the remeasurement of its deferred tax ~~asset resulting from the change to the U.S. Corporate income~~assets as a result of tax ~~rates effective for the calendar~~reform, plus higher sales in fiscal year ended December 31, 2018. The additional non-cash expense was partially offset by an increase in gross profit. We recognized an income tax benefit of $486,528 for the three months ended December 31, 2016.2019.

Cash and cash equivalents at ~~December 31, 2017~~June 30, 2019 was ~~$15,117,544,~~$11,290,068, compared to ~~$12,803,887~~$11,063,091 at September 30, ~~2017 primarily as a result~~2018. We had short-term marketable securities of ~~cash generated from operations.~~$2,978,354 at June 30, 2019, compared to $3,592,175 at September 30, 2018, and long-term marketable securities of $1,499,795 and $1,200,541 at June 30, 2019 and September 30, 2018 respectively. Other than cash and cash equivalents, short and long-term marketable securities, other working capital and expected future cash flows from operating activities in subsequent periods, we have no unused sources of liquidity at this time.

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

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

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

Net ~~loss~~income of ~~$1,683,253~~$2,862,831 for the ~~three~~nine months ended ~~December 31, 2017~~June 30, 2019 was ~~decreased~~increased by ~~$2,960,116~~$2,045,884 of non-cash items that included a reduction to deferred income taxes primarily resulting from enactment of the “Act”, share-based compensation, depreciation and amortization, warranty provision, and inventory obsolescence. Cash provided by operating activities in the current year reflected an increase in accounts payable of $790,635 due to the timing of payments, decreases in prepaid expenses and other of $393,761, an increase in accrued and other liabilities of $311,483, a decrease in other assets of $46,874 and a decrease in accounts receivable of $3,662. Cash used in operating activities included a decrease in payroll and related of $1,023,538 primarily for payment of incentive compensation earned in fiscal 2017, an increase in inventory of $43,001 and warranty settlements of $3,154.

~~Net~~ ~~loss of $812,680 for the three months ended December 31, 2016 was decreased by $20,447 of non-cash items that included~~ deferred income taxes, share-based compensation, depreciation and amortization, warranty provision, and inventory obsolescence. Cash provided by operating activities in the current year reflected a decrease in prepaid expenses and other of $2,330,897, an increase in accrued and other liabilities of $1,766,516, a decrease in inventory of $200,306 and a decrease in other assets of $116,973. Cash used in operating activities included an increase in accounts receivable of ~~$1,929,765 due~~$4,029,608, a decrease in accounts payable of $2,267,016 and a decrease in payroll and related liabilities of $583,162.

Net loss of $1,302,564 for the nine months ended June 30, 2018 was decreased by $3,668,190 of non-cash items that included a reduction to deferred income taxes primarily resulting from enactment of the ~~collection of a high year-end balance,~~tax reform act, share-based compensation, depreciation and amortization, warranty provision, and inventory obsolescence. Cash provided by operating activities in the prior year reflected an increase in accounts payable of ~~$500,042~~$376,864 due to the timing of payments, ~~payroll and related of $180,766 primarily for accrued bonuses, and~~ decreases in prepaid expenses and other of ~~$80,378~~$153,576 and an increase in accrued and other ~~assets~~liabilities of ~~$46,871.~~$178,843. Cash used in operating activities included an increase in inventory of ~~$327,680,~~$239,360, an increase in accounts receivable of $496,642, an increase in other assets of $60,615, a decrease in ~~accrued~~payroll and ~~other~~related liabilities of ~~$176,881 for decreased deferred revenue for customer prepayments~~$81,631 and warranty settlements of ~~$12,742.~~$42,602.

We had accounts receivable of $~~5,678,220~~$6,814,225 at ~~December 31, 2017,~~June 30, 2019, compared to ~~$5,681,882~~$2,785,997 at September 30, ~~2017.~~2018. The level of trade accounts receivable at ~~December 31, 2017~~June 30, 2019 represented approximately 6870 days of revenues compared to 7078 days of revenues at September 30, ~~2017~~2018 due to the timing of shipments and related collections in this quarter compared to the fourth fiscal quarter of ~~2017.~~2018. Terms with individual customers vary greatly. We typically require thirty-day terms from our customers if credit is approved. Our receivables can vary dramatically due to overall sales volume, quarterly variations in sales, timing of shipments to and receipts from large customers, payment terms, and the timing of contract payments.

At ~~December 31~~June 30, 2019 and September 30, ~~2017,~~2018, our working capital was ~~$26,485,964~~$23,886,117 and ~~$25,412,106~~$21,090,472 respectively. The increase in working capital was primarily due to ~~cash~~the net income generated from ~~operations.~~operations in the first nine months of fiscal year 2019.

Our net cash provided by investing activities was $29,759 for the nine months ended June 30, 2019, compared to cash used in investing activities of $2,285,948 for the nine months ended June 30, 2018. The 2018 amount included $2,246,545 for the acquisition of Genasys. Cash used in investing activities for the purchase of property and equipment was $303,912 and $166,845 for the nine months ended June 30, 2019 and 2018, respectively. In the ~~three~~nine months ended ~~December 31, 2017,~~June 30, 2019, we decreased our holding of short and long-term marketable securities by ~~$454,721,~~$314,567, compared to ~~sales~~a decrease of ~~$84,610~~$127,442 in the ~~three~~nine months ended ~~December 31, 2016.~~

~~We also~~ use cash in investing activities primarily for the purchase of tooling, computer equipment and software, and investment in new or existing patents. Cash used in investing activities for tooling and patents was $54,167 and $15,584 for the three months ended December 31, 2017 and 2016, respectively.June 30, 2018. We anticipate some additional expenditures for tooling and equipment during the balance of fiscal year ~~2018.~~2019.

In the ~~three~~nine months ended ~~December 31, 2017, cash~~ ~~provided~~June 30, 2019, we used $2,133,445 for financing activities, compared to $195,846 for the nine months ended June 30, 2018. During the first nine months of 2019 we used $2,171,022 to repurchase shares of common stock and paid $17,044 on promissory notes, offset by $54,621 in proceeds from the exercise of stock options. The first nine months of 2018 included net payments of $786,437 to pay down debt assumed in the Genasys acquisition. Proceeds from the exercise of stock options ~~was $159,518. In~~were $1,027,719 for the ~~three~~nine months ended ~~December 31, 2016, we had no cash from financing activities.~~June 30, 2018. Total debt at June 30, 2019 was $324,767.

The Board of Directors approved a share buyback program in ~~2013~~2015 under which the Company was authorized to repurchase up to $4 million of its outstanding common shares. ~~There were no shares repurchased during the quarters ended December 31, 2017 and 2016, respectively. At December 31, 2017, all repurchased shares were retired.~~ In December 2017, the Board of Directors extended the program through December 31, 2018. There were no shares repurchased during the nine months ended June 30, 2018.

In December 2018, the Board of Directors approved a new share buyback program beginning January 1, 2019, under which the Company is authorized to repurchase up to $5 million of its outstanding common shares. During the quarter ended June 30, 2019, no shares were repurchased. At June 30, 2019, all repurchased shares were retired into treasury. At June 30, 2019, $4.5 million was available for share repurchase under this program.

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

We consider our direct exposure to foreign exchange rate fluctuations to be minimal. ~~Currently, all~~The transactions of our Spanish subsidiary are denominated primarily in Euros, which is a natural hedge against foreign currency fluctuations. All other sales to customers and all arrangements with third-party manufacturers, with one exception, provide for pricing and payment in U.S. dollars, and, therefore, are not subject to exchange rate fluctuations. Increases in the value of the U.S. dollar relative to other currencies could make our products more expensive, which could negatively impact our ability to compete. Conversely, decreases in the value of the U.S. dollar relative to other currencies could result in our suppliers raising their prices to continue doing business with us. Fluctuations in currency exchange rates could affect our business in the future.

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.

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 ~~December 31, 2017.~~June 30, 2019.

There have been no changes in our internal control over financial reporting during our fiscal quarter ended ~~December 31, 2017,~~June 30, 2019, 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.

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~~’smanagement’s estimation, record adequate reserves in our consolidated financial statements for pending litigation. Currently, there are no pending material legal proceedings to which the Company is a party or to which any of its property is subject.

As a Smaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and in item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this item.

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.

	June 30,			September 30,
	2019			2018
Raw materials	$	5,405,868		$	4,487,273
Finished goods		1,235,468			1,768,544
Work in process		289,592			875,417
Inventories, gross		6,930,928			7,131,234
Reserve for obsolescence		(518,086	)		(397,051	)
Inventories, net	$	6,412,842		$	6,734,183

	December 31,			September 30,
	2017			2017
Raw materials	$	4,619,587		$	3,784,935
Finished goods		900,645			1,742,960
Work in process		198,535			147,871
Inventories, gross		5,718,767			5,675,766
Reserve for obsolescence		(458,833	)		(418,532	)
Inventories, net	$	5,259,934		$	5,257,234

	December 31,			September 30,			June 30,			September 30,
	2017			2017			2019			2018
Office furniture and equipment	$	1,097,619		$	1,093,502		$	1,313,273		$	1,326,784
Machinery and equipment		1,044,206			994,157			1,223,726			1,095,099
Leasehold improvements		76,138			76,138			2,000,951			-
Construction in progress								7,207			2,001,539
Property and equipment, gross		2,217,963			2,163,797			4,545,157			4,423,422
Accumulated depreciation		(1,712,494	)		(1,654,194	)		(2,187,294	)		(1,974,697	)
Property and equipment, net	$	505,469		$	509,603		$	2,357,863		$	2,448,725

	December 31,		September 30,
	2017		2017		June 30,		September 30,
					2019		2018
Payroll and related	$	847,042	$	1,870,579	$	1,483,678	$	2,041,735
Deferred revenue		446,913		268,580		490,514		460,086
Customer deposits						917,955		199,596
Accrued contract costs		345,551		197,034		508,645		197,034
Severance						-		152,730
Warranty reserve		188,308		179,101		131,618		99,216
Deferred rent		30,734		46,101		102,771		49,467
Total	$	1,858,548	$	2,561,395	$	3,635,181	$	3,199,864

	Three months ended December 31						June 30,			September 30,
	2017			2016			2019			2018
Beginning balance	$	179,101		$	356,984		$	99,216		$	104,518
Warranty provision		12,361			9,696			62,689			6,093
Warranty settlements		(3,154	)		(12,742	)		(30,287	)		(11,395	)
Ending balance	$	188,308		$	353,938		$	131,618		$	99,216

Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets:
Cash and cash equivalents	$	11,290,068	$	12,030,076
Restricted cash, current portion		369,551		346,027
Long-term restricted cash		434,660		98,455
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows	$	12,094,279	$	12,474,558

~~LRAD Corporation~~
~~Consolidated Statements of Comprehensive Loss~~

	September 30, 2017
			Unrealized			Fair		Cash		Short-term		Long-term		September 30, 2018
	Cost Basis		Losses			Value		Equivalents		Securities		Securities				Unrealized			Fair		Cash		Short-term		Long-term
														Cost Basis		Losses			Value		Equivalents		Securities		Securities
Level 1:
Money Market Funds	$	55,257	$	-		$	55,257	$	55,257	$	-	$	-	$	410,393	$	-		$	410,393	$	410,393	$	-	$	-

Level 2:
Certificates of deposit		2,436,647		-			2,436,647		-		1,937,647		499,000		499,000		-			499,000		-		-		499,000
Municipal securities		25,315		(12	)		25,303		-		25,303		-		-		-			-		-		-		-
Corporate bonds		2,609,973		(1,257	)		2,608,716		-		2,396,592		212,124		4,302,661		(8,945	)		4,293,716		-		3,592,175		701,541
Subtotal		5,071,935		(1,269	)		5,070,666		-		4,359,542		711,124		4,801,661		(8,945	)		4,792,716		-		3,592,175		1,200,541

Total	$	5,127,192	$	(1,269	)	$	5,125,923	$	55,257	$	4,359,542	$	711,124	$	5,212,054	$	(8,945	)	$	5,203,109	$	410,393	$	3,592,175	$	1,200,541

	Nine months ended
	June 30, 2018
Volatility		45.4%
Risk free interest rate		2.2%
Forfeiture rate		10.0%
Dividend yield		0.0%
Expected life in years		4.6%


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

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

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

101.INS	XBRL Instance ~~Document~~Document

101.SCH	X~~BRL~~XBRL Taxonomy Extension Schema Document*

101.CAL	XBRL Taxonomy Extension Calculation Linkbase ~~Document~~Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase ~~Document~~Document

101.LAB	XBRL Taxonomy Extension Label Linkbase ~~Document~~Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase ~~Document~~Document


	LRAD CORPORATION

Date: ~~February 8, 2018~~ August 12, 2019	By:	/s/ DENNIS D. KLAHN
		Dennis D. Klahn, Chief Financial Officer
		(Principal Financial Officer)

					Weighted Average		Weighted Average				Weighted Average
Range of			Number		Remaining		Exercise		Number		Exercise
Exercise Prices			Outstanding		Contractual Life		Price		Exercisable		Price
$1.31	-	$1.69		572,266		2.91	$	1.57		557,639	$	1.57
$1.71	-	$1.86		523,726		2.58	$	1.80		466,663	$	1.81
$1.99	-	$1.99		1,125,000		4.09	$	1.99		343,750	$	1.99
$2.02	-	$3.13		360,250		1.98	$	2.55		358,062	$	2.55
$3.17	-	$3.17		10,000		2.39	$	3.17		10,000	$	3.17
				2,591,242						1,736,114