Edgar Filing: LANTRONIX INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2013

o	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: 1-16027

LANTRONIX, INC.

(Exact name of registrant as specified in its charter)

Delaware	33-0362767
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

167 Technology Drive, Irvine, California

(Address of principal executive offices)

92618

(Zip Code)

(949) 453-3990

(Registrant’s telephone number, including area code)

Not Applicable

_____________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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 x No o

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 x No o

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

Large accelerated filer o		Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company x

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

As of January 24, 2014, there were 14,662,252 shares of the Registrant’s common stock outstanding.

LANTRONIX, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED

December 31, 2013

INDEX

		Page

PART I.	FINANCIAL INFORMATION	4

Item 1.	Financial Statements	4

	Unaudited Condensed Consolidated Balance Sheets at December 31, 2013 and June 30, 2013	4

	Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2013 and 2012	5

	Unaudited Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2013 and 2012	6

	Notes to Unaudited Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	20

Item 4.	Controls and Procedures	20

PART II.	OTHER INFORMATION	21

Item 1.	Legal Proceedings	21

Item 1A	Risk Factors	21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21

Item 3.	Defaults Upon Senior Securities	21

Item 4.	Mine Safety Disclosures	21

Item 5.	Other Information	21

Item 6.	Exhibits	21

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2013, or the Report, contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Report or incorporated by reference into this Report are forward-looking statements. These statements include, among other things, any predictions of earnings, revenues, expenses or other financial items; plans or expectations with respect to our development activities or business strategy; statements concerning industry trends; statements regarding anticipated demand for our products, market acceptance of our products, or future customer and sales developments; statements relating to manufacturing forecasts, including the potential benefits of our contract manufacturers sourcing and supplying raw materials and the significant role of original equipment manufacturers in our business; assumptions regarding the future cost and potential benefits of our research and development efforts; liquidity and cash resources forecasts; statements relating to the impact of pending litigation; statements concerning our future operations, financial condition and prospects; and statements relating to the assumptions underlying any of the foregoing. Throughout this Report, we have attempted to identify forward-looking statements by using words such as “may,” “believe,” “will,” “could,” “project,” “anticipate,” “expect,” “estimate,” “should,” “continue,” “potential,” “plan,” “forecasts,” “goal,” “seek,” “intend,” other forms of these words or similar words or expressions or the negative thereof.

We have based our forward-looking statements on our current expectations and projections about trends affecting our business and industry and other future events. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Forward-looking statements are subject to substantial risks and uncertainties that could cause our results or experiences, or future business, financial condition, results of operations or performance, to differ materially from our historical results or those expressed or implied in any forward-looking statement contained in this Report. Some of the risks and uncertainties that may cause actual results to differ from those expressed or implied in the forward-looking statements are described in “Risk Factors” in Item 1A of this Report, our Annual Report on Form 10-K filed with the Securities and Exchange Commission, or the SEC, on August 29, 2013, or the Form 10-K, as well as in our other filings with the SEC. In addition, actual results may differ as a result of additional risks and uncertainties of which we are currently unaware or which we do not currently view as material to our business. For these reasons, investors are cautioned not to place undue reliance on any forward-looking statements.

You should read this Report in its entirety, together with the Form 10-K, the documents that we file as exhibits to this Report and the documents that we incorporate by reference into this Report, with the understanding that our future results may be materially different from what we currently expect. The forward-looking statements we make speak only as of the date on which they are made. We expressly disclaim any intent or obligation to update any forward-looking statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations, except as required by applicable law or the rules of The Nasdaq Stock Market, LLC. If we do update or correct any forward-looking statements, investors should not conclude that we will make additional updates or corrections.

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

LANTRONIX, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	December 31,			June 30,
	2013			2013
Assets
Current assets:
Cash and cash equivalents	$	6,098		$	5,243
Accounts receivable, net		2,749			2,599
Contract manufacturers' receivable		424			607
Inventories, net		8,135			8,741
Prepaid expenses and other current assets		545			431
Total current assets		17,951			17,621
Property and equipment, net		1,499			1,687
Goodwill		9,488			9,488
Deferred tax assets		476			476
Other assets		99			87
Total assets	$	29,513		$	29,359

Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	3,770		$	2,870
Accrued payroll and related expenses		1,705			1,516
Warranty reserve		176			193
Short-term debt		–			167
Deferred tax liabilities		476			476
Other current liabilities		3,237			3,877
Total current liabilities		9,364			9,099
Long-term capital lease obligations		29			54
Other non-current liabilities		199			249
Total liabilities		9,592			9,402

Commitments and contingencies

Stockholders' equity:
Common stock		1			1
Additional paid-in capital		204,425			203,871
Accumulated deficit		(184,876	)		(184,286	)
Accumulated other comprehensive income		371			371
Total stockholders' equity		19,921			19,957
Total liabilities and stockholders' equity	$	29,513		$	29,359

See accompanying notes.

LANTRONIX, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2013			2012			2013			2012
Net revenue (1)	$	10,968		$	12,162		$	21,851		$	23,364
Cost of revenue		5,531			6,130			11,024			11,860
Gross profit		5,437			6,032			10,827			11,504
Operating expenses:
Selling, general and administrative		4,062			4,719			8,010			8,987
Research and development		1,643			1,665			3,324			3,274
Total operating expenses		5,705			6,384			11,334			12,261
Loss from operations		(268	)		(352	)		(507	)		(757	)
Interest expense, net		(7	)		(16	)		(16	)		(31	)
Other income (expense), net		(22	)		(23	)		(28	)		(18	)
Loss before income taxes		(297	)		(391	)		(551	)		(806	)
Provision for income taxes		26			21			39			36
Net loss and comprehensive loss	$	(323	)	$	(412	)	$	(590	)	$	(842	)

Net loss per share (basic and diluted)	$	(0.02	)	$	(0.03	)	$	(0.04	)	$	(0.06	)

Weighted-average common shares (basic and diluted)		14,621			14,578			14,600			14,568

Net revenue from related parties	$	180		$	381		$	373		$	673

(1) Includes net revenue from related parties

See accompanying notes.

LANTRONIX, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Six Months Ended December 31,
	2013			2012
Operating activities
Net loss	$	(590	)	$	(842	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Share-based compensation		453			437
Depreciation		465			436
Provision for excess and obsolete inventories		159			38
Changes in operating assets and liabilities:
Accounts receivable		(150	)		326
Contract manufacturers' receivable		183			(82	)
Inventories		447			(3,777	)
Prepaid expenses and other current assets		(114	)		(49	)
Other assets		(12	)		8
Accounts payable		900			1,563
Accrued payroll and related expenses		189			(634	)
Warranty reserve		(17	)		(10	)
Other liabilities		(692	)		257
Net cash provided by (used in) operating activities		1,221			(2,329	)
Investing activities
Purchases of property and equipment		(277	)		(189	)
Net cash used in investing activities		(277	)		(189	)
Financing activities
Payment of term loan		(167	)		(334	)
Proceeds from issuance of common stock under employees stock purchase plan		101			–
Minimum tax withholding paid on behalf of employees for restricted shares		–			(26	)
Payment of capital lease obligations		(23	)		(44	)
Net cash used in financing activities		(89	)		(404	)
Increase (decrease) in cash and cash equivalents		855			(2,922	)
Cash and cash equivalents at beginning of period		5,243			11,374
Cash and cash equivalents at end of period	$	6,098		$	8,452

See accompanying notes.

LANTRONIX, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

1.	Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Lantronix, Inc. (referred to in these unaudited condensed consolidated financial statements as “Lantronix,” “we,” “us,” or “our”) have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Securities and Exchange Commission (“SEC”) Regulation S-X. Accordingly, they should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended June 30, 2013, included in our Annual Report on Form 10-K filed with the SEC on August 29, 2013. The unaudited condensed consolidated financial statements contain all normal recurring accruals and adjustments that in the opinion of management, are necessary to present fairly the consolidated financial position of Lantronix at December 31, 2013, and the consolidated results of our operations for the three and six months ended December 31, 2013 and the consolidated cash flows for the six months ended December 31, 2013. All intercompany accounts and transactions have been eliminated. It should be understood that accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end. The results of operations for the three and six months ended December 31, 2013 are not necessarily indicative of the results to be expected for the full year or any future interim periods.

Recent Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board issued guidance requiring a liability related to an unrecognized tax benefit to be offset against a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. The presentation of unrecognized tax benefits as a reduction of a deferred tax asset is consistent with an entity’s analysis of the realizability of its deferred tax assets and, as a result, is not expected to change an entity’s assessment of realizability. For public companies, this guidance is effective on a prospective basis for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. We adopted this guidance for the fiscal year beginning July 1, 2013. Such adoption did not have a material impact on our financial statements.

2.	Supplemental Financial Information

Inventories

Inventories are stated at the lower of cost (first-in, first-out) or market and consist of the following:

	December 31,		June 30,
	2013		2013
	(In thousands)
Finished goods	$	4,569	$	5,107
Raw materials		1,859		2,129
Finished goods held by distributors		1,324		1,429
Large scale integration chips *		383		76
Inventories, net	$	8,135	$	8,741

* This item is sold individually and is also embedded into our products.

Other Liabilities

The following table presents details of our other liabilities:

	December 31,		June 30,
	2013		2013
	(In thousands)
Current
Customer deposits and refunds	$	510	$	1,042
Accrued raw materials purchases		1,338		1,382
Deferred revenue		127		138
Capital lease obligations		49		47
Taxes payable		235		229
Other accrued liabilities		978		1,039
Total other current liabilities	$	3,237	$	3,877

Non-current
Deferred rent	$	90	$	128
Deferred revenue		109		121
Total other non-current liabilities	$	199	$	249

Computation of Net Loss per Share

Basic and diluted net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the applicable period.

The following table presents the computation of net loss per share:

	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2013			2012			2013			2012
	(In thousands, except per share data)
Numerator:
Net loss	$	(323	)	$	(412	)	$	(590	)	$	(842	)
Denominator:
Weighted-average shares outstanding (basic and diluted)		14,621			14,578			14,600			14,568

Net loss per share (basic and diluted)	$	(0.02	)	$	(0.03	)	$	(0.04	)	$	(0.06	)

The following table presents the common stock equivalents excluded from the diluted net loss per share calculation, because they were anti-dilutive for the periods presented. These excluded common stock equivalents could be dilutive in the future.

	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2013		2012		2013		2012
	(In thousands)
Common stock equivalents		2,625		2,077		2,482		1,888

3.	Warranty Reserve

The warranty periods for our products generally range from one to five years. We establish reserves for estimated product warranty costs at the time revenue is recognized based upon our historical warranty experience, and additionally, for any known product warranty issues. Although we engage in product quality programs and processes, our warranty obligation is affected by product failure rates, use of materials or service delivery costs that differ from our estimates. As a result, increases or decreases to warranty reserves could be required, which could impact our gross margins.

The following table presents details of our warranty reserve:

	Six Months Ended			Year Ended
	December 31,			June 30,
	2013			2013
	(In thousands)
Beginning balance	$	193		$	232
Charged to cost of revenues		31			91
Usage		(48	)		(130	)
Ending balance	$	176		$	193

4.	Bank Line of Credit and Debt

We have in effect loan agreements with Silicon Valley Bank (“SVB”), which we collectively refer to herein as the “SVB Loan Agreements.” The SVB Loan Agreements provide for (i) a revolving line of credit that in the aggregate may not exceed $4.0 million and (ii) a $2.0 million term loan, which was completely paid off in September 2013.

The available borrowing capacity under the revolving line of credit is limited to the lesser of (i) $4.0 million or (ii) the current portion of the trade receivable balance, less 50% of the balance of deferred revenue, less outstanding borrowings on the revolving line of credit. As of December 31, 2013, there were no borrowings outstanding on the revolving line of credit.

The SVB Loan Agreements provide for an interest rate per annum equal to the greater of the prime rate plus 0.75% or 4.0%, provided that we maintain a monthly quick ratio of 1.0 to 1.0 or greater. The quick ratio measures our ability to use our cash and cash equivalents maintained at SVB to extinguish or retire our current liabilities immediately. If this ratio is not met, the interest rate will become the greater of the prime rate plus 1.25% or 4.0%. We maintained a monthly quick ratio greater than 1.0 to 1.0 as of and during the six months ended December 31, 2013.

The SVB Loan Agreements include a covenant requiring us to maintain a certain Minimum Tangible Net Worth (“Minimum TNW”), which is currently $6.0 million. This amount is subject to adjustment upward to the extent we raise additional equity or debt financing or achieve net income in future quarters. Our Actual Tangible Net Worth (“Actual TNW”) is calculated as total shareholders’ equity, less goodwill. If we continue to incur net losses, we may have difficulty satisfying the Minimum TNW financial covenant in the future.

The following table sets forth the Minimum TNW compared to our Actual TNW:

	December 31, 2013
	(In thousands)
Minimum TNW	$	6,000
Actual TNW	$	10,433

The following table presents the available borrowing capacity on the revolving line of credit and outstanding letters of credit, which were used as security deposits. To date, we have not used any of the borrowing capacity under the revolving line of credit.

	December 31,		June 30,
	2013		2013
	(In thousands)
Available borrowing capacity under the revolving line	$	1,017	$	2,187
Outstanding letters of credit	$	113	$	113

5.	Stockholders’ Equity

Share-Based Plans

Our share-based plans permit the granting of stock options (both incentive and nonqualified stock options), stock appreciation rights, non-vested stock, restricted stock units, and performance shares to certain employees, directors and consultants. As of December 31, 2013, no stock appreciation rights, non-vested stock, or performance shares were outstanding.

Stock Option Awards

The following table presents a summary of stock option activity under all of our stock option plans during the six months ended December 31, 2013:

				Weighted
				Average
	Number of			Exercise Price
	Shares			per Share
	(In thousands)
Balance of options outstanding at June 30, 2013		2,305		$	2.63
Options granted		674			1.55
Options forfeited		(60	)		1.96
Options expired		(114	)		3.49
Options exercised		–			–
Balance of options outstanding at December 31, 2013		2,805		$	2.35

Restricted Stock Units

In October 2013, we granted to certain employees approximately 61,000 restricted stock units (“RSUs”). Such RSUs vest in their entirety on the one year anniversary of the grant date.

The following table presents a summary of activity with respect to RSUs during the six months ended December 31, 2013:

			Weighted
			Average
			Grant - Date
	Number of		Fair Value
	Shares		per Share
	(In thousands)
Balance of restricted stock units at June 30, 2013		–	$	–
Restricted stock units granted		61		1.40
Restricted stock units cancelled		–		–
Restricted stock units vested		–		–
Balance of restricted stock units at December 31, 2013		61	$	1.40

Employee Stock Purchase Plan

Our 2013 Employee Stock Purchase Plan (the “ESPP”) is intended to provide employees with an opportunity to purchase our common stock through accumulated payroll deductions. Each of our employees (including officers) is eligible to participate in the ESPP, subject to certain limitations as defined in the ESPP plan document. We have reserved 1,300,000 shares of our common stock for future issuance under the ESPP.

The following table presents a summary of activity under our ESPP during the six months ended December 31, 2013:

	Six Months Ended
	December 31, 2013
	(In thousands)
Shares available for issuance at June 30, 2013		1,300
Shares reserved for issuance		–
Shares issued		(80	)
Shares available for issuance at December 31, 2013		1,220

The first purchase and issuance of shares under the ESPP occurred on November 15, 2013. In accordance with the terms of our ESPP, the exercise price was adjusted to $1.27 per share, which represents 85% of the closing market price of our common stock on November 15, 2013.

Share-Based Compensation Expense

The following table presents a summary of share-based compensation expense included in each functional line item on our unaudited condensed consolidated statements of operations:

	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2013		2012		2013		2012
	(In thousands)
Cost of revenues	$	11	$	10	$	24	$	21
Selling, general and administrative		159		141		317		287
Research and development		52		55		112		129
Total share-based compensation expense	$	222	$	206	$	453	$	437

The following table summarizes the remaining unrecognized share-based compensation expense related to our outstanding share-based awards as of December 31, 2013:

	Remaining		Remaining
	Unrecognized		Weighted
	Compensation		Average Years
	Cost		To Recognize
	(In thousands)
Stock options		1,400		2.7
Restricted stock units		71		0.8
Stock purchase rights under ESPP		160		1.9

If there are any modifications or cancellations of the underlying unvested share-based awards, we may be required to accelerate, increase or cancel remaining unearned share-based compensation expense. Future share-based compensation expense and unearned share-based compensation will increase to the extent that we grant additional share-based awards.

6.	Income Taxes

We utilize the liability method of accounting for income taxes. The following table presents our effective tax rates based upon the income tax provision for the periods shown:

	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2013		2012		2013		2012
Effective tax rate		9%		5%		7%		4%

The difference between our effective tax rates in the periods presented above and the federal statutory rate is primarily due to a tax benefit from our domestic losses being recorded with a full valuation allowance, as well as the effect of foreign earnings taxed at rates differing from the federal statutory rate.

We record net deferred tax assets to the extent that we believe these assets will more likely than not be realized. As a result of our cumulative losses and uncertainty of generating future taxable income, we have provided a full valuation allowance against our net deferred tax assets as of December 31, 2013 and June 30, 2013.

7.	Litigation and Contingencies

From time to time, we are subject to legal proceedings and claims in the ordinary course of business. We are not currently aware of any such legal proceedings or claims that are expected to have, individually or in the aggregate, a material adverse effect on our business, prospects, financial position, operating results or cash flows.

Item 2.

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

You should read the following discussion and analysis in conjunction with our consolidated financial statements and related notes included in Item 1 of this Report, the “Risk Factors” included in Item 1A of this Report and in our Annual Report on Form 10-K for the year ended June 30, 2013, as well as the Cautionary Note Regarding Forward Looking Statements described elsewhere in this Report, before deciding to purchase, hold or sell our common stock.

Overview

Lantronix, Inc. (the “Company,” “Lantronix,” “we,” “our,” or “us”) designs, develops, markets and sells networking and communications products with a focus on the convergence of mobility with machine-to-machine (“M2M”) systems. We provide solutions that enable machines, devices and sensors to be securely accessed, managed and controlled. Our solutions are designed to make it easier and more cost effective for our customers to participate in the Internet of Things (“IoT”) market.

We provide a broad portfolio of products intended to enhance the value of electronic devices or machines. Our products are typically used by enterprise and commercial businesses, government institutions, telecommunication and utility companies, financial institutions, and individual consumers.

We organize our solutions into two product lines based on how they are marketed, sold and deployed: OEM Modules and Enterprise Solutions. We conduct our business globally and manage our sales teams by geography, according to four regions: the Americas; Europe, Middle East, and Africa (“EMEA”); Asia Pacific; and Japan.

Products and Solutions Overview

OEM Modules

OEM Modules are electronic products that serve as building blocks embedded inside modern electronic systems and equipment. Our OEM Modules product line includes wired and wireless products that are designed to enhance the value and utility of modern electronic systems and equipment by providing secure network connectivity, application hosting, protocol conversion and other functions.

The products are offered with a software suite intended to decrease our customer’s time-to-market and increase their value add. Among others, the following product families are included in our OEM Module product line: MatchPort®, PremiereWave® EN, WiPort®, xPico®, xPico®Wi-Fi, and xPort®.

OEM Modules are typically sold to OEMs, original design manufacturers (“ODMs”), contract manufacturers and distributors. OEMs design and sell products under their own brand that are either manufactured by the OEM in-house or by third-party contract manufacturers. ODMs design and manufacture products for third parties, which then sell those products under their own brand. The design cycles typically range from 12 to 24 months and can generate recurring revenue for the entire life-cycle of an end-user’s product.

Enterprise Solutions

Our Enterprise Solutions are electronic products that are typically connected to one or more existing pieces of electronic equipment to provide additional connectivity or functionality. Our Enterprise Solutions are designed to enhance the value and utility of machines and other devices though network connectivity, routing, switching, application hosting, remote management, telemetry, telematics, printing, protocol conversion and other functions. Enterprise Solutions includes products such as wired and wireless device servers, I/O servers, terminal servers, console servers, print servers, remote keyboard video mouse (KVM), power management and software management platforms. Among others, the following product families are included in our Enterprise Solution product line: EDS, PremierWave® XC, PremierWave® XN, SLB™, SLC™, SLP™, Spider™, UDS, xDirect®, xPress™, xPrintServer®, and xSenso®.

Enterprise Solutions are typically sold though value added retailers (“VARs”), systems integrators, distributors, e-tailers and to a lesser extent to OEMs. Sales are often project based which may result in significant quarterly fluctuations.

Recent Accounting Pronouncements

Please refer to Note 1 of Notes to Unaudited Condensed Consolidated Financial Statements, included in Part I, Item 1 of this Report for a discussion of recent accounting pronouncements.

Critical Accounting Policies and Estimates

The accounting policies that have the greatest impact on our financial condition and results of operations and that require the most judgment are those relating to revenue recognition, warranty reserves, allowance for doubtful accounts, inventory valuation, valuation of deferred income taxes, and goodwill. These policies are described in further detail in our Annual Report on Form 10-K for the fiscal year ended June 30, 2013. There have been no significant changes in our critical accounting policies and estimates during the three and six months ended December 31, 2013 as compared to what was previously disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2013.

Results of Operations

Summary of Operating Results for the Three and Six Months ended December 31, 2013

In the three months ended December 31, 2013 our net loss was $323,000 compared to a net loss of $412,000 in the three months ended December 31, 2012. The decrease in net loss was impacted by a decrease in selling, general and administrative expenses of $657,000, or 13.9%, primarily as result of lower marketing-related costs, along with cost-reduction efforts which resulted in decreases in professional fees and personnel-related costs. This was offset by a decline in net revenue of approximately $1.2 million, or 9.8%, for the three months ended December 31, 2013, as compared to the three months ended December 31, 2013, although gross profit as a percentage of revenue was consistent for both periods.

In the six months ended December 31, 2013 our net loss was $590,000 compared to a net loss of $842,000 in the six months ended December 31, 2012. The decrease in net loss was impacted by a decrease in selling, general and administrative expenses of $977,000, or 10.9%, primarily as result of lower marketing-related costs, along with cost-reduction efforts which resulted in decreases in professional fees and personnel-related costs. While our gross profit as a percentage of revenue for the six months ended December 31, 2013 increased to 49.5% from 49.2% for the six months ended December 31, 2012, our net loss for the six months ended December 31, 2013 was adversely impacted by a decline in net revenue of approximately $1.5 million, or 6.5%, as compared to the six months ended December 31, 2012.

Net Revenue by Product Line

The following table presents our fiscal quarter net revenue by product line:

	Three Months Ended December 31,
			% of Net				% of Net		Change
	2013		Revenue		2012		Revenue		$			%
	(In thousands, except percentages)
OEM Modules	$	4,696		42.8%	$	5,546		45.6%	$	(850	)		(15.3%)
Enterprise Solutions		6,272		57.2%		6,616		54.4%		(344	)		-5.2%
Net revenue	$	10,968		100.0%	$	12,162		100.0%	$	(1,194	)		(9.8%)

Based on our experience, OEM Module products typically have a range of 12 to 24 months prior to reaching a meaningful revenue level. To date, the revenue contribution from our newer OEM Modules products has been modest. Revenues from our OEM Modules product line decreased due to declining unit sales of our more mature OEM Modules product families, including ASIC, xPort, and Matchport. In addition, we experienced unit sales decreases for PremierWave EN primarily related to the timing of production runs for an OEM customer in Japan.

The decrease in net revenue from our Enterprise Solutions product line was primarily due to decreases in unit sales of our xPrinterServer, UDS and Xpress product families. These decreases were partially offset by increased unit sales of our new SLB and Premierwave XN product families primarily as a result of project-based rollouts for some new customers.

The following table presents fiscal year-to-date net revenue by product line:

	Six Months Ended December 31,
			% of Net				% of Net		Change
	2013		Revenue		2012		Revenue		$			%
	(In thousands, except percentages)
OEM Modules	$	9,914		45.4%	$	11,334		48.5%	$	(1,420	)		(12.5%)
Enterprise Solutions		11,937		54.6%		12,030		51.5%		(93	)		-0.8%
Net revenue	$	21,851		100.0%	$	23,364		100.0%	$	(1,513	)		(6.5%)

Revenues from our OEM Modules product line decreased due to declining unit sales of our more mature OEM Modules product families, including ASIC, xPort, and Matchport. In addition, we experienced unit sales decreases for PremierWave EN primarily related to the timing of production runs for an OEM customer in Japan.

The decrease in net revenue from our Enterprise Solutions product line was primarily due to decreases in unit sales of our xPrinterServer, UDS and Xpress product families. These decreases were largely offset by increased unit sales of our SLC product family along with two of our new product families, Premierwave XN and SLB.

Net Revenue by Geographic Region

The following table presents our fiscal quarter net revenue by geographic region and product line:

	Three Months Ended December 31,
	2013						2012
	(In thousands)
	OEM Modules		Enterprise Solutions		Total		OEM Modules		Enterprise Solutions		Total
Americas	$	1,732	$	4,304	$	6,036	$	2,220	$	4,633	$	6,853
EMEA		1,819		1,194		3,013		2,140		1,435		3,575
Japan		512		334		846		610		152		762
Asia Pacific		633		440		1,073		576		396		972
	$	4,696	$	6,272	$	10,968	$	5,546	$	6,616	$	12,162

The decrease in net revenue primarily reflects decreased unit sales in the Americas and EMEA regions. These decreases were largely driven by decreased unit sales in both our OEM Module and Enterprise Solutions product lines within both regions. In the Americas region, the decreased unit sales of our xPort, WiPort and Matchport product families primarily impacted the decline within the OEM Module product line, while decreased unit sales of our xPrintServer and UDS product families impacted the decline of the Enterprise Solution product line. In EMEA, the decreased unit sales of our xPort and ASIC product families primarily contributed to the decline within the OEM Module product line, while decreased unit sales of our UDS product family impacted the decline of the Enterprise Solution product line.

The following table presents fiscal year-to-date net revenue by geographic region:

	Six Months Ended December 31,
	2013						2012
	(In thousands)
	OEM Modules		Enterprise Solutions		Total		OEM Modules		Enterprise Solutions		Total
Americas	$	3,596	$	7,990	$	11,586	$	4,281	$	8,527	$	12,808
EMEA		3,943		2,400		6,343		4,292		2,360		6,652
Japan		1,116		715		1,831		1,563		367		1,930
Asia Pacific		1,259		832		2,091		1,198		776		1,974
	$	9,914	$	11,937	$	21,851	$	11,334	$	12,030	$	23,364

The decrease in net revenue primarily reflects decreased unit sales in the Americas and EMEA regions. In the Americas region, the decreased unit sales of our xPort and Matchport product families primarily impacted the decline within the OEM Module product line, while decreased unit sales of our xPrintServer and UDS product families impacted the decline of the Enterprise Solution product line. In EMEA, the decreased unit sales of our xPort and ASIC product families primarily contributed to the decline within the OEM Module product line, while decreased unit sales of our UDS product family impacted the decline of the Enterprise Solution product line.

Gross Profit

Gross profit represents net revenue less cost of revenue. Cost of revenue consists primarily of the cost of raw material components, subcontract labor assembly from contract manufacturers, manufacturing overhead, establishing or relieving inventory reserves for excess and obsolete products or raw materials, warranty costs, royalties and share-based compensation.

The following table presents our fiscal quarter gross profit:

	Three Months Ended December 31,
			% of Net				% of Net		Change
	2013		Revenue		2012		Revenue		$		%
	(In thousands, except percentages)
Gross profit	$	5,437		49.6%	$	6,032		49.6%	$	(595)		(9.9%)

Gross profit as a percent of revenue (referred to as “gross margin”) was consistent during the three months ended December 31, 2013 and 2012.

The following table presents fiscal year-to-date gross profit:

	Six Months Ended December 31,
			% of Net				% of Net		Change
	2013		Revenue		2012		Revenue		$		%
	(In thousands, except percentages)
Gross profit	$	10,827		49.5%	$	11,504		49.2%	$	(677)		(5.9%)

Gross margin was consistent during the six months ended December 31, 2013 and 2012.

As newer products typically have lower margins until they reach production volumes, we may experience downward pressure on gross margins if new product revenues grow as a percentage of total net revenue.

Selling, General and Administrative

Selling, general and administrative expenses consist of personnel-related expenses, including salaries and commissions, share-based compensation, facility expenses, information technology, trade show expenses, advertising, and legal and accounting fees.

The following table presents our fiscal quarter selling, general and administrative expenses:

	Three Months Ended December 31,
				% of Net				% of Net		Change
	2013			Revenue		2012		Revenue		$			%
	(In thousands, except percentages)
Personnel-related expenses	$	2,488				$	2,646			$	(158	)		(6.0%)
Professional fees and outside services		332					387				(55	)		(14.2%)
Advertising and marketing		422					787				(365	)		(46.4%)
Travel		155					184				(29	)		(15.8%)
Facilities		275					278				(3	)		(1.1%)
Share-based compensation		159					141				18			12.8%
Depreciation		93					110				(17	)		(15.5%)
Bad debt expense (recovery)		(17	)				58				(75	)		(129.3%)
Other		155					128				27			21.1%
Selling, general and administrative	$	4,062			37.0%	$	4,719		38.8%	$	(657	)		(13.9%)

The decrease in selling, general and administrative expenses was primarily due to (i) a decrease in advertising and marketing fees, as such spending in the prior year quarter was significantly higher as we focused on marketing initiatives for certain new product releases and (ii) decreased personnel-related expenses resulting from cost-cutting efforts that we undertook near the end of our fiscal year ended June 30, 2013.

The following table presents fiscal year-to-date selling, general and administrative expenses:

	Six Months Ended December 31,
				% of Net				% of Net		Change
	2013			Revenue		2012		Revenue		$			%
	(In thousands, except percentages)
Personnel-related expenses	$	4,819				$	5,098			$	(279	)		(5.5%)
Professional fees & outside services		769					1,018				(249	)		(24.5%)
Advertising and marketing		859					1,214				(355	)		(29.2%)
Travel		312					323				(11	)		(3.4%)
Facilities		550					539				11			2.0%
Share-based compensation		317					287				30			10.5%
Depreciation		203					226				(23	)		(10.2%)
Bad debt expense (recovery)		(63	)				42				(105	)		(250.0%)
Other		244					240				4			1.7%
Selling, general and administrative	$	8,010			36.7%	$	8,987		38.5%	$	(977	)		(10.9%)

The decrease in selling, general and administrative expenses was primarily due to a decrease in advertising and marketing fees from the prior year period when we increased spending on marketing initiatives for certain new product releases. Also, we further reduced expenses through cost cutting efforts near the end of our fiscal year ended June 30, 2013 which resulted in (i) decreased accounting and legal fees and (ii) decreased personnel-related expenses.

Research and Development

Research and development expenses consist of personnel-related expenses, including share-based compensation, as well as expenditures to third-party vendors for research and development activities and product certification costs.

The following table presents our fiscal quarter research and development expenses:

	Three Months Ended December 31,
			% of Net				% of Net		Change
	2013		Revenue		2012		Revenue		$			%
	(In thousands, except percentages)
Personnel-related expenses	$	1,149			$	1,114			$	35			3.1%
Facilities		187				217				(30	)		(13.8%)
Outside services		157				206				(49	)		(23.8%)
Product certifications		39				33				6			18.2%
Share-based compensation		52				55				(3	)		(5.5%)
Other		59				40				19			47.5
Research and development	$	1,643		15.0%	$	1,665		13.7%	$	(22	)		(1.3%)

Research and development expenses during the current quarter remained relatively flat from the prior year. Expenses were impacted by (i) decreased outside services costs due to timing of new product development and related projects and (ii) the reduction of certain facilities-related equipment and other expenses. These were partially offset by an increase in personnel-related expenses driven by merit increases.

The following table presents fiscal year-to-date research and development expenses:

	Six Months Ended December 31,
			% of Net				% of Net		Change
	2013		Revenue		2012		Revenue		$			%
	(In thousands, except percentages)
Personnel-related expenses	$	2,258			$	2,126			$	132			6.2%
Facilities		380				452				(72	)		(15.9%)
Outside Services		380				379				1			0.3%
Product certifications		82				105				(23	)		(21.9%)
Share-based compensation		112				129				(17	)		(13.2%)
Other		112				83				29			34.9%
Research and development	$	3,324		15.2%	$	3,274		14.0%	$	50			1.5%

Research and development expenses were impacted by increased personnel-related expenses in the current year period, primarily related to increased variable compensation. This increase was partially offset by (i) lower facilities-related equipment and other expenses and (ii) decreased product certification costs due to timing of projects.

Other Income (Expense), Net

Other income (expense), net is primarily comprised of foreign currency re-measurement and transaction adjustments related to our foreign subsidiaries whose functional currency is the U.S. dollar.

Provision for Income Taxes

The following table presents our effective tax rate based upon our income tax provision:

	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2013		2012		2013		2012
Effective tax rate		9%		5%		7%		4%

We utilize the liability method of accounting for income taxes. The difference between our effective tax rates and the federal statutory rate resulted primarily from a tax benefit from our domestic losses being recorded with a full valuation allowance, as well as the effect of foreign earnings taxed at rates differing from the federal statutory rate.

Liquidity and Capital Resources

The following table presents information about our working capital and cash:

	December 31,		June 30,
	2013		2013
	(In thousands)
Working capital	$	8,587	$	8,522
Cash and cash equivalents	$	6,098	$	5,243

Our principal sources of cash and liquidity include our existing cash and cash equivalents, amounts available under our credit facilities and cash from operations. We believe that these sources are sufficient to fund the current requirements of working capital, capital expenditures and other financial commitments for at least the next 12 months. The primary drivers affecting cash and liquidity are net revenue, working capital requirements, and capital expenditures.

Management defines cash and cash equivalents as highly liquid deposits with original maturities of 90 days or less when purchased. We maintain cash and cash equivalents balances at certain financial institutions in excess of amounts insured by federal agencies. Management does not believe this concentration subjects us to any unusual financial risk beyond the normal risk associated with commercial banking relationships. We frequently monitor the third-party depository institutions that hold our cash and cash equivalents. Our emphasis is primarily on safety of principal and secondarily on maximizing yield on those funds.

Our future working capital requirements will depend on many factors, including the timing and amount of our net revenue, research and development expenses, and expenses associated with any strategic partnerships or acquisitions and infrastructure investments. From time to time, we may seek additional capital from public or private offerings of our capital stock, borrowings under our existing or future credit lines or other sources in order to (i) develop or enhance our products, (ii) take advantage of future opportunities, (iii) respond to competition or (iv) continue to operate our business. If we issue equity or debt securities to raise additional funds, our existing stockholders may experience dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders. There can be no assurance that we will be able to raise any such capital on terms acceptable to us, if at all.

Loan Agreement

	December 31,		June 30,
	2013		2013
	(In thousands)
Available borrowing capacity under the revolving line	$	1,017	$	2,187
Outstanding letters of credit	$	113	$	113

The following table sets forth the Minimum TNW compared to our Actual TNW:

	December 31, 2013
	(In thousands)
Minimum TNW	$	6,000
Actual TNW	$	10,433

Cash Flows

The following table presents the major components of the consolidated statements of cash flows:

	Six Months Ended
	December 31,						Increase
	2013			2012			(Decrease)
	(In thousands)
Net cash provided by (used in) operating activities	$	1,221		$	(2,329	)	$	3,550
Net cash used in investing activities		(277	)		(189	)		88
Net cash used in financing activities		(89	)		(404	)		(315	)

Operating Activities

The increase in net cash provided by operating activities was primarily due to (i) a decrease in inventories as a result of efforts to bring inventory levels in line with customer demand and (ii) an increase in accounts payable due to the timing of payments to vendors. During the six months ended December 31, 2012, cash was used to increase inventory levels and related buffer stock in order to fulfill customer demand as a result of the historically low inventory balance as of June 2012.

Investing Activities

Cash used in investing activities was related to capital expenditures for the purchase of property and equipment, primarily related to tooling and test equipment for new product deployment.

Financing Activities

The decrease in net cash used in financing activities was primarily related to the decrease in payments on the term loan, which was paid off in September 2013, and lower payments on our capital lease obligations as certain of our capital leases expired during the current year period. Additionally, in November 2013, we received $101,000 in proceeds from the sale of approximately 80,000 shares of our common stock to participants in our employee stock purchase plan.

Off-Balance Sheet Arrangements

As part of our ongoing business, we have not participated in transactions that generate material relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities (“SPEs”), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of December 31, 2013, we have not been involved in any material unconsolidated SPEs.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item 3.

Item 4.

Controls and Procedures

(a) Evaluation of disclosure controls and procedures

We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Report. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2013 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

(b) Changes in internal controls over financial reporting

There have been no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) identified during the three and six months ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

Reference is made to our Annual Report on Form 10-K for the period ended June 30, 2013 (the “Form 10-K”) for a description of our legal proceedings. There have been no material changes to the Company’s legal proceedings as disclosed in the Form 10-K.

Item 1A.

Risk Factors

For a discussion of our potential risks and uncertainties, please see the information listed in the item captioned “Risk Factors” in the Form 10-K. There have been no material changes to the risk factors as disclosed in the Form 10-K.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

None.

Item 5.

Other Information

None.

Item 6.

Exhibits

The exhibits listed on the accompanying index to exhibits immediately preceding the exhibits are filed as part of, or hereby incorporated by reference into, this Report.

SIGNATURES

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

	LANTRONIX, INC. (Registrant)

Date: January 31, 2014	By:	/s/ KURT BUSCH
		Kurt Busch
		President and Chief Executive Officer
		(Principal Executive Officer)


Date: January 31, 2014	By:	/s/ JEREMY WHITAKER
		Jeremy Whitaker Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

Exhibit Index

The exhibits listed below are hereby filed with the SEC as part of this Quarterly Report on Form 10-Q.

		Incorporated by Reference
Exhibit	Description	Filed Herewith	Form	Exhibit	Filing Date

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended	X

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended	X

32.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X

101	The following financial information from the Company’s Quarterly Report on Form 10-Q, for the period ended December 31, 2013 formatted in XBRL (eXtensible Business Reporting Language): (i) 101.INS BURL Instance Document; (ii) 101.SCH XBRL Taxonomy Extension Schema Document; (iii) 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document; (iv) 101.DEF XBRL Taxonomy Extension Definition Linkbase Document; (v) 101.LAB XBRL Taxonomy Extension Label Linkbase Document; (vi) 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.	X

______________

Furnished, not filed.