8-K - LTRX - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2020

Lantronix, Inc.

(Exact Name of Registrant as Specified inCharter)

Delaware	1-16027	33-0362767
(State or other jurisdiction of<br> incorporation)	(Commission File Number)	(IRS Employer Identification<br> No.)
7535 Irvine Center Drive, Suite 100<br><br>Irvine, California 92618
(Address of Principal Executive Offices, including zip code)
Registrant’s telephone number, including area code: (949) 453-3990
Not Applicable
(Former name or former address, if changed since last report)

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

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registeredpursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value	LTRX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On August 6, 2020, Lantronix, Inc., a Delaware corporation (the “Company”), issued a press release announcing it will release financial results for its fiscal 2020 fourth quarter ended June 30, 2020 on September 10, 2020 after the close of the market, and providing revenue and non-GAAP earnings guidance for the fourth quarter.

In accordance with General Instruction B.2 of Form 8-K, the information furnished under this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 FinancialStatements and Exhibits.

(d) Exhibits.

Exhibit<br><br> <br>No.	Description
99.1	Press Release, dated August 6, 2020, announcing the date of the Company’s release of financial results for the fourth fiscal quarter ended June 30, 2020.

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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 hereunto duly authorized.

LANTRONIX, INC.
By:	/s/ Jeremy Whitaker
	Jeremy Whitaker
	Chief Financial Officer

Date: August 7, 2020

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Exhibit 99.1

Lantronix Provides Revenue Guidance for Fiscal2020 Fourth Quarter, to Announce Full Results on September 10, 2020

IRVINE, Calif., August 6, 2020 — Lantronix, Inc. (the “Company”) (Nasdaq: LTRX), a global provider of secure data access and management solutions for the industrial Internet of Things (IoT), today announced it will release financial results for its fiscal 2020 fourth quarter ended June 30, 2020, on September 10, 2020, after the close of the market.

Revised Business Outlook

For the fourth quarter of fiscal 2020, Lantronix expects to report net revenues of $17.1 to $17.6 million, up 4% to 7% sequentially, and up 68% to 73% year over year. The company further expects that GAAP and non-GAAP earnings will grow sequentially from the third quarter of fiscal 2020 and reports that cash grew sequentially to $7.7 million. Due to difficulties in forecasting as a result of supply chain disruptions related to the COVID-19 pandemic, management had previously guided for sequential revenue and earnings growth for the fourth quarter of fiscal 2020, with no further specificity.

“We continue to work through supply chain disruptions and expect to deliver strong sequential and year over year revenue growth in our fourth fiscal quarter results,” stated Paul Pickle, president and CEO of Lantronix. “While COVID-19-related supply chain disruptions create some challenges in our ability to forecast in the near term, the surge in remote management demand and expanding engagements in work-from-home initiatives with multiple manufacturers leave us with an improving outlook for fiscal 2021.”

Management will host an investor conference call and audio webcast at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) on September 10, 2020. To access the live conference call, investors should dial 1-844-802-2442 (US) or 1-412-317-5135 (international) and indicate that they are participating in the Lantronix Q4 FY 2020 call. The webcast will be available simultaneously via the investor relations section of the Company’s website at www.lantronix.com.

Investors can access a replay of the conference call starting at approximately 7:00 p.m. Pacific Time on September 10, 2020, at www.lantronix.com. A telephonic replay will also be available through September 17, 2020, by dialing 1-877-344-7529 (US) or 1-412-317-0088 (international) or Canada Toll-Free 855-669-9658 and entering passcode 10146169.

About Lantronix

Lantronix, Inc. is a global provider of engineering services, hardware, and software solutions for Edge Computing, the Internet of Things (IoT), and Out-of-Band Management (OOBM). Lantronix enables its customers to provide reliable and secure IoT Intelligent Edge and OOBM solutions while accelerating time to market. Lantronix’s products and services dramatically simplify the creation, development, deployment, and management of IoT projects while providing quality, reliability and security across hardware, software, and solutions.

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With three decades of proven experience in creating robust IoT technologies and OOBM solutions, Lantronix is an innovator in enabling its customers to build new business models, leverage greater efficiencies and realize the possibilities of the Internet of Things. Lantronix’s solutions are deployed inside millions of machines at data centers, offices, and remote sites serving a wide range of industries, including energy, agriculture, medical, security, manufacturing, distribution, transportation, retail, financial, environmental and government.

Lantronix is headquartered in Irvine, Calif. For more information, visit www.lantronix.com.

Learn more at the Lantronix blog, www.lantronix.com/blog, featuring industry discussion and updates. To follow Lantronix on Twitter, please visit www.twitter.com/Lantronix. View our video library on YouTube at www.youtube.com/user/LantronixInc or connect with us on LinkedIn at www.linkedin.com/company/lantronix.

Discussionof Non-GAAP Financial Measures

Lantronix believes that the presentation of non-GAAP financial information, when presented in conjunction with the corresponding GAAP measures, provides important supplemental information to management and investors regarding financial and business trends relating to the company’s financial condition and results of operations. Management uses the aforementioned non-GAAP measures to monitor and evaluate ongoing operating results and trends to gain an understanding of our comparative operating performance. The non-GAAP financial measures disclosed by the company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations of the non-GAAP financial measures to the financial measures calculated in accordance with GAAP should be carefully evaluated. The non-GAAP financial measures used by the company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. The company has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

Non-GAAP net income (loss) consists of net income (loss) excluding (i) share-based compensation and the employer portion of withholding taxes on stock grants, (ii) depreciation and amortization, (iii) interest income (expense), (iv) other income (expense), (v) income tax provision (benefit), (vi) severance and restructuring charges, (vii) acquisition related costs, (viii) impairment of long-lived assets, (viiii) amortization of purchased intangibles, and (x) amortization of manufacturing profit in acquired inventory.

Non-GAAP net income (loss) per share is calculated by dividing non-GAAP net income (loss) by non-GAAP weighted-average shares outstanding (diluted). For purposes of calculating non-GAAP net income (loss) per share, the calculation of GAAP weighted-average shares outstanding (diluted) is adjusted to exclude share-based compensation, which for GAAP purposes is treated as proceeds assumed to be used to repurchase shares under the GAAP treasury stock method.

Guidance on earnings per share growth is provided only on a non-GAAP basis due to the inherent difficulty of forecasting the timing or amount of certain items that have been excluded from the forward-looking non-GAAP measures, and a reconciliation to the comparable GAAP guidance has not been provided because certain factors that are materially significant to Lantronix’s ability to estimate the excluded items are not accessible or estimable on a forward-looking basis without unreasonable effort.

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Forward-Looking Statements

This news release contains forward-looking statements,including statements concerning our revenue and earnings guidance for the fourth quarter of fiscal 2020, the short- and long-termimpact of COVID-19 on our business, and the expected benefits of our video conferencing and IoT management solutions to our businessand financial results. These forward-looking statements are intended to qualify for the safe harbor from liability establishedby the Private Securities Litigation Reform Act of 1995. We have based our forward-looking statements on our current expectationsand projections about trends affecting our business and industry and other future events. Although we do not make forward-lookingstatements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Forward-looking statementsare 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-lookingstatement contained in this news release. The guidance for our fourth quarter of fiscal 2020 included in this press release representthe most current information available to management. Our actual results when disclosed in our Form 10-K may differ from thesepreliminary results as a result of the completion of our financial closing procedures; final adjustments; completion of the reviewby our independent registered accounting firm; and other developments that may arise between now and the disclosure of the finalresults. Other factors which could have a material adverse effect on our operations and future prospects or which could causeactual results to differ materially from our expectations include, but are not limited to: the impact of COVID-19 and the measuresto reduce its spread on our employees, supply and distribution chains, the global economy and our financial condition and liquidity;the effects of negative or worsening regional and worldwide economic conditions or market instability on our business, includingeffects on purchasing decisions by our customers; our ability to continue to generate revenue from products sold into mature markets;our ability to develop, market, and sell new products; our ability to succeed with our new software offerings; fluctuations inour revenue due to the project-based timing of orders from certain customers; unpredictable timing of our revenues due to the lengthysales cycle for our products and services and potential delays in customer completion of projects; our ability to accurately forecastfuture demand for our products; delays in qualifying revisions of existing products; constraints or delays in the supply of, orquality control issues with, certain materials or components; difficulties associated with the delivery, quality or cost of ourproducts from our contract manufacturers or suppliers; risks related to the outsourcing of manufacturing and international operations;difficulties associated with our distributors or resellers; intense competition in our industry and resultant downward price pressure;rises in inventory levels and inventory obsolescence; undetected software or hardware errors or defects in our products; cybersecurityrisks; our ability to obtain appropriate industry certifications or approvals from governmental regulatory bodies; changes in applicableU.S. and foreign government laws, regulations, and tariffs; our ability to successfully implement our acquisitions strategy orintegrate acquired companies; uncertainty as to the future profitability of acquired businesses, and delays in the realizationof, or the failure to realize, any accretion from acquisition transactions; acquiring, managing and integrating new operations,businesses or assets, and the associated diversion of management attention or other related costs or difficulties; our abilityto protect patents and other proprietary rights and avoid infringement of others’ proprietary technology rights; the levelof our indebtedness, our ability to service our indebtedness and the restrictions in our debt agreements; our ability to attractand retain qualified management; and any additional factors included in our Annual Report on Form 10-K for the fiscal year endedJune 30, 2019, filed with the Securities and Exchange Commission (the “SEC”) on September 11, 2019, including in thesection entitled “Risk Factors” in Item 1A of Part I of such report, as well as in the section entitled “RiskFactors” in Item 1A of Part II of our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020, filed withthe SEC on May 15, 2020 and in our other public filings with the SEC. In addition, actual results may differ as a result of additionalrisks and uncertainties of which we are currently unaware or which we do not currently view as material to our business. For thesereasons, investors are cautioned not to place undue reliance on any forward-looking statements. The forward-looking statementswe make speak only as of the date on which they are made. We expressly disclaim any intent or obligation to update any forward-lookingstatements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations, exceptas 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.

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Lantronix Media Contact:<br><br><br><br>Gail Kathryn Miller<br><br><br><br>Corporate Marketing &<br><br><br><br>Communications Manager<br><br><br><br>media@lantronix.com<br><br><br><br>949-453-7158	Lantronix Analyst and Investor Contact:<br><br><br><br>Jeremy Whitaker<br><br><br><br>Chief Financial Officer<br><br><br><br>investors@lantronix.com<br><br>949-450-7241
Lantronix Sales:<br><br><br><br>sales@lantronix.com<br><br><br><br>Americas +1 (800) 422-7055 (US and Canada)<br>or +1 949-453-3990<br><br><br><br>Europe, Middle East and Africa +31 (0)76 52<br>36 744<br><br><br><br>Asia Pacific + 852 3955-0218<br><br><br><br>China + 86 21-6237-8868<br><br><br><br>Japan +81 (0) 50-1354-6201<br><br><br><br>India +91 994-551-2488

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