8-K
LANTRONIX INC (LTRX)
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): April 29, 2021
Lantronix,Inc.
(Exact Name of Registrant as Specifiedin Charter)
| Delaware | 1-16027 | 33-0362767 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification 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))
Securitiesregistered pursuant 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 the Exchange Act. ☐
Item 2.02 Results of Operations andFinancial Condition.
On April 29, 2021, Lantronix, Inc., a Delaware corporation (the “Company”), issued a press release setting forth the Company’s financial results for its third fiscal quarter ended March 31, 2021. A copy of the press release is attached hereto as Exhibit 99.1.
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 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release, dated April 29,<br> 2021, reporting the Company’s financial results for the third fiscal quarter ended March 31, 2021 |
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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. | ||
|---|---|---|
| Date: April 29, 2021 | By: | /s/ Jeremy Whitaker |
| Jeremy Whitaker<br><br>Chief Financial Officer |
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Exhibit 99.1
Lantronix ReportsThird Quarter Fiscal 2021 Results ****
| · | Second Quarter Net Revenue Was $17.1 Million, Up 4% Year Over Year and3% Sequentially |
|---|---|
| · | GAAP Gross Margins of 45.1% Improved 290 Basis Points Sequentially from42.2% Reflecting Strengthening Product Mix |
| --- | --- |
| · | GAAP EPS Improved to ($0.04) per Share vs. ($0.19) in the Prior Year |
| --- | --- |
| · | Non-GAAP EPS Was $0.05 per share, Up 150% from the Prior Year and Up 67%Sequentially |
| --- | --- |
| · | Demand Strengthened, Driving Another Record Backlog Entering Q4 |
| --- | --- |
| · | Cash Balance of $8.3 million |
Irvine, CA – Apr. 29, 2021 – Lantronix, Inc. (NASDAQ: LTRX), a global provider of software as a service (“SaaS”), connectivity services, engineering services, and intelligent hardware solutions for the Internet of Things (IoT) and Remote Environment Management (REM), today reported results for the third quarter of fiscal 2021 that ended March 31, 2021.
Net revenue totaled $17.1 million, up 4 percent year over year and up 3 percent sequentially.
GAAP EPS improved to ($0.04), compared to ($0.19) in the prior year, and ($0.05) in the prior quarter.
Non-GAAP EPS was $0.05, compared to $0.02 in the prior year, and $0.03 in the prior quarter.
“Our third fiscal quarter saw a continued strengthening of demand for our solutions, improved product mix, and strong sequential gross margin improvement.” stated Paul Pickle, president and CEO of Lantronix. “Visibility is increasing and our backlog entering the quarter set a new record. While supply chain issues remain, we expect to execute on continuing improvements in results for the benefit of our shareholders.”
Business Outlook
For the full year fiscal 2021, the company expects year over year revenue growth of 15-25 percent, with non-GAAP EPS growth on the order of 100-175 percent.
Conference Call and Webcast
Lantronix will host an investor conference call and audio webcast on Thursday, April 29^th^ at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) to discuss its results for the third quarter of fiscal 2021 that ended March 31, 2021. 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 Q3 FY 2021 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 5:00 p.m. Pacific Time on Thursday, April 29^th^ at www.lantronix.com. A telephonic replay will also be available through May 5, 2021, by dialing 1-877-344-7529 (US) or 1-412-317-0088 (international) and entering passcode 10155459.
About Lantronix
Lantronix, Inc. is a global provider of software as a service (“SaaS”), engineering services, and hardware for Edge Computing, the Internet of Things (IoT), and Remote Environment Management (REM). Lantronix enables its customers to provide reliable and secure solutions while accelerating their time to market. Lantronix’s products and services dramatically simplify operations through the creation, development, deployment, and management of customer projects at scale while providing quality, reliability and security.
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Lantronix’s portfolio of services and products address each layer of the IoT Stack including Collect, Connect, Compute, Control and Comprehend, enabling its customers to deploy successful IoT and REM solutions. Lantronix’s services and products deliver a holistic approach, addressing its customers’ needs by integrating a SaaS management platform with custom application development layered on top of external and embedded hardware enabling intelligent edge computing, secure communications (wired, Wi-Fi, and cellular), location and positional tracking, and environmental sensing and reporting.
With three decades of proven experience in creating robust industry and customer specific 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 and Remote Environment Management. 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, infrastructure and government.
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
References in this Report to “fiscal 2021” refer to the fiscal year ended June 30, 2021 and references to “fiscal 2020” refer to the fiscal year ended June 30, 2020.
Discussion of 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, (ix) 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-lookingstatements, including statements concerning our projected operating and financial performance for fiscal 2021, the short- and long-termimpact of COVID-19 on our business, our ability to innovate and to enable new business models, leverage greater efficiencies and realize the possibilities of the Internet of Things and Remote Environment Management as well as the benefits that might be derived from theefforts of our team to transform our business. These forward-looking statements are intended to qualify for the safe harbor from liabilityestablished by 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-looking statementsunless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Forward-looking statements are subjectto substantial risks and uncertainties that could cause our results or experiences, or future business, financial condition, results ofoperations or performance, to differ materially from our historical results or those expressed or implied in any forward-looking statementcontained in this news release. Factors which could have a material adverse effect on our operations and future prospects or which couldcause actual 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; theeffects of negative or worsening regional and worldwide economic conditions or market instability on our business, including effects onpurchasing decisions by our customers; our ability to continue to generate revenue from products sold into mature markets; our abilityto develop, market, and sell new products; our ability to succeed with our new software offerings; fluctuations in our revenue due tothe project-based timing of orders from certain customers; unpredictable timing of our revenues due to the lengthy sales cycle for ourproducts and services and potential delays in customer completion of projects; our ability to accurately forecast future demand for ourproducts; delays in qualifying revisions of existing products; constraints or delays in the supply of, or quality control issues with,certain materials or components; difficulties associated with the delivery, quality or cost of our products from our contract manufacturersor suppliers; risks related to the outsourcing of manufacturing and international operations; difficulties associated with our distributorsor 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; cybersecurity risks; our ability to obtain appropriate industry certificationsor approvals from governmental regulatory bodies; changes in applicable U.S. and foreign government laws, regulations, and tariffs; ourability to successfully implement our acquisitions strategy or integrate acquired companies; uncertainty as to the future profitabilityof acquired businesses, and delays in the realization of, 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 costsor difficulties; our ability to protect patents and other proprietary rights and avoid infringement of others’ proprietary technologyrights; the level of our indebtedness, our ability to service our indebtedness and the restrictions in our debt agreements; our abilityto attract and retain qualified management; and any additional factors included in our Annual Report on Form 10-K for the fiscal yearended June 30, 2020, filed with the Securities and Exchange Commission (the “SEC”) on September 11, 2020, including in thesection entitled “Risk Factors” in Item 1A of Part I of such report, and in our other public 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 wedo not currently view as material to our business. For these reasons, investors are cautioned not to place undue reliance on any forward-lookingstatements. The forward-looking statements we make speak only as of the date on which they are made. We expressly disclaim any intentor obligation to update any forward-looking statements after the date hereof to conform such statements to actual results or to changesin our opinions or expectations, except as required by applicable law or the rules of the Nasdaq Stock Market[] LLC. If we do update orcorrect any forward-looking statements, investors should not conclude that we will make additional updates or corrections
Lantronix Investor Relations Contact:
Jeremy Whitaker
Chief Financial Officer
investors@lantronix.com
© 2021 Lantronix, Inc. All rights reserved. Lantronix and XPort are registered trademarks, and ConsoleFlow is a trademark, of Lantronix, Inc.
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LANTRONIX, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
| March 31, | June 30, | |||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Assets | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | 8,277 | $ | 7,691 | ||
| Accounts receivable, net | 11,623 | 11,411 | ||||
| Inventories | 15,079 | 13,781 | ||||
| Contract manufacturers' receivables | 1,258 | 337 | ||||
| Prepaid expenses and other current assets | 2,337 | 1,290 | ||||
| Total current assets | 38,574 | 34,510 | ||||
| Property and equipment, net | 1,442 | 1,587 | ||||
| Goodwill | 15,810 | 15,810 | ||||
| Purchased intangible assets, net | 9,934 | 12,449 | ||||
| Lease right-of-use assets | 2,266 | 3,345 | ||||
| Other assets | 243 | 232 | ||||
| Total assets | $ | 68,269 | $ | 67,933 | ||
| Liabilities and stockholders' equity | ||||||
| Current liabilities: | ||||||
| Accounts payable | $ | 6,791 | $ | 5,331 | ||
| Accrued payroll and related expenses | 2,427 | 2,658 | ||||
| Short-term debt, net | 1,472 | 1,472 | ||||
| Other current liabilities | 8,033 | 6,308 | ||||
| Total current liabilities | 18,723 | 15,769 | ||||
| Long-term debt, net | 2,578 | 3,682 | ||||
| Other non-current liabilities | 1,061 | 1,962 | ||||
| Total liabilities | 22,362 | 21,413 | ||||
| Commitments and contingencies | ||||||
| Stockholders' equity: | ||||||
| Common stock | 3 | 3 | ||||
| Additional paid-in capital | 248,600 | 246,265 | ||||
| Accumulated deficit | (203,067 | ) | (200,119 | ) | ||
| Accumulated other comprehensive income | 371 | 371 | ||||
| Total stockholders' equity | 45,907 | 46,520 | ||||
| Total liabilities and stockholders' equity | $ | 68,269 | $ | 67,933 |
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LANTRONIX, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
| Three Months Ended | Nine Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, | December 31, | March 31, | March 31, | ||||||||||||
| 2021 | 2020 | 2020 | 2021 | 2020 | |||||||||||
| Net revenue | $ | 17,108 | $ | 16,585 | $ | 16,512 | $ | 50,839 | $ | 42,481 | |||||
| Cost of revenue | 9,390 | 9,589 | 9,135 | 27,886 | 22,132 | ||||||||||
| Gross profit | 7,718 | 6,996 | 7,377 | 22,953 | 20,349 | ||||||||||
| Operating expenses: | |||||||||||||||
| Selling, general and administrative | 4,995 | 4,853 | 5,558 | 14,747 | 14,902 | ||||||||||
| Research and development | 2,519 | 2,449 | 2,724 | 7,540 | 7,681 | ||||||||||
| Restructuring, severance and related charges | 120 | 137 | 2,263 | 349 | 3,366 | ||||||||||
| Acquisition-related costs | 178 | – | 1,250 | 178 | 2,246 | ||||||||||
| Amortization of purchased intangible assets | 754 | 879 | 801 | 2,515 | 1,096 | ||||||||||
| Total operating expenses | 8,566 | 8,318 | 12,596 | 25,329 | 29,291 | ||||||||||
| Loss from operations | (848 | ) | (1,322 | ) | (5,219 | ) | (2,376 | ) | (8,942 | ) | |||||
| Interest expense, net | (77 | ) | (82 | ) | (83 | ) | (244 | ) | (43 | ) | |||||
| Other income (expense), net | (224 | ) | 2 | 129 | (183 | ) | 76 | ||||||||
| Loss before income taxes | (1,149 | ) | (1,402 | ) | (5,173 | ) | (2,803 | ) | (8,909 | ) | |||||
| Provision for income taxes | 38 | 57 | 43 | 145 | 128 | ||||||||||
| Net loss | $ | (1,187 | ) | $ | (1,459 | ) | $ | (5,216 | ) | $ | (2,948 | ) | $ | (9,037 | ) |
| Net loss per share - basic and diluted | $ | (0.04 | ) | $ | (0.05 | ) | $ | (0.19 | ) | $ | (0.10 | ) | $ | (0.37 | ) |
| Weighted-average common shares - basic and diluted | 28,819 | 28,661 | 27,048 | 28,617 | 24,369 |
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LANTRONIX, INC.
UNAUDITED RECONCILIATION OF NON-GAAP ADJUSTMENTS
(In thousands, except per share data)
| Three Months Ended | Nine Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, | December 31, | March 31, | March 31, | ||||||||||||
| 2021 | 2020 | 2020 | 2021 | 2020 | |||||||||||
| GAAP net loss | $ | (1,187 | ) | $ | (1,459 | ) | $ | (5,216 | ) | $ | (2,948 | ) | $ | (9,037 | ) |
| Non-GAAP adjustments: | |||||||||||||||
| Cost of revenue: | |||||||||||||||
| Share-based compensation | 70 | 85 | 70 | 212 | 142 | ||||||||||
| Employer portion of withholding taxes on stock grants | 3 | – | 1 | 3 | 2 | ||||||||||
| Depreciation and amortization | 170 | 181 | 149 | 528 | 289 | ||||||||||
| Total adjustments to cost of revenue | 243 | 266 | 220 | 743 | 433 | ||||||||||
| Selling, general and administrative: | |||||||||||||||
| Share-based compensation | 803 | 671 | 939 | 1,919 | 2,176 | ||||||||||
| Employer portion of withholding taxes on stock grants | 19 | 6 | 3 | 30 | 9 | ||||||||||
| Depreciation and amortization | 38 | 37 | 81 | 130 | 188 | ||||||||||
| Total adjustments to selling, general and administrative | 860 | 714 | 1,023 | 2,079 | 2,373 | ||||||||||
| Research and development: | |||||||||||||||
| Share-based compensation | 170 | 135 | 123 | 405 | 331 | ||||||||||
| Employer portion of withholding taxes on stock grants | 5 | 2 | 3 | 13 | 8 | ||||||||||
| Depreciation and amortization | 57 | 50 | 39 | 140 | 95 | ||||||||||
| Total adjustments to research and development | 232 | 187 | 165 | 558 | 434 | ||||||||||
| Restructuring, severance and related charges | 120 | 137 | 2,263 | 349 | 3,366 | ||||||||||
| Acquisition related costs | 178 | – | 1,250 | 178 | 2,246 | ||||||||||
| Amortization of purchased intangible assets | 754 | 879 | 801 | 2,515 | 1,096 | ||||||||||
| Litigation settlement cost | – | – | 75 | – | 75 | ||||||||||
| Amortization of manufacturing profit in acquired inventory | – | – | 33 | 7 | 204 | ||||||||||
| Total non-GAAP adjustments to operating expenses | 2,144 | 1,917 | 5,610 | 5,686 | 9,794 | ||||||||||
| Interest (income) expense, net | 77 | 82 | 83 | 244 | 43 | ||||||||||
| Other (income) expense, net | 224 | (2 | ) | (129 | ) | 183 | (76 | ) | |||||||
| Provision for income taxes | 38 | 57 | 43 | 145 | 128 | ||||||||||
| Total non-GAAP adjustments | 2,726 | 2,320 | 5,827 | 7,001 | 10,322 | ||||||||||
| Non-GAAP net income | $ | 1,539 | $ | 861 | $ | 611 | $ | 4,053 | $ | 1,285 | |||||
| Non-GAAP net income per share - diluted | $ | 0.05 | $ | 0.03 | $ | 0.02 | $ | 0.13 | $ | 0.05 | |||||
| Denominator for GAAP net income per share - diluted | 28,819 | 28,661 | 27,048 | 28,617 | 24,369 | ||||||||||
| Non-GAAP adjustment | 1,700 | 1,695 | 1,641 | 1,821 | 1,669 | ||||||||||
| Denominator for non-GAAP net income per share - diluted | 30,519 | 30,356 | 28,689 | 30,438 | 26,038 | ||||||||||
| GAAP operating expenses | $ | 8,566 | $ | 8,318 | $ | 12,596 | $ | 25,329 | $ | 29,291 | |||||
| Non-GAAP adjustments to operating expenses | (2,144 | ) | (1,917 | ) | (5,610 | ) | (5,686 | ) | (9,794 | ) | |||||
| Non-GAAP operating expenses | $ | 6,422 | $ | 6,401 | $ | 6,986 | $ | 19,643 | $ | 19,497 |
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LANTRONIX, INC.
UNAUDITED NET REVENUES BY PRODUCT LINE AND REGION
(In thousands)
| Three Months Ended | Nine Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2021 | December 31, 2020 | March 31, 2020 | March 31, 2021 | March 31, 2020 | ||||||
| IoT | $ | 13,661 | $ | 13,402 | $ | 13,922 | $ | 41,683 | $ | 35,323 |
| REM | 3,305 | 3,095 | 2,424 | 8,802 | 6,557 | |||||
| Other | 142 | 88 | 166 | 354 | 601 | |||||
| $ | 17,108 | $ | 16,585 | $ | 16,512 | $ | 50,839 | $ | 42,481 | |
| Three Months Ended | Nine Months Ended | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| March 31, 2021 | December 31, 2020 | March 31, 2020 | March 31, 2021 | March 31, 2020 | ||||||
| Americas | $ | 8,615 | $ | 8,023 | $ | 10,126 | $ | 27,567 | $ | 21,730 |
| EMEA | 4,096 | 4,740 | 3,612 | 11,475 | 12,495 | |||||
| Asia Pacific Japan | 4,397 | 3,822 | 2,774 | 11,797 | 8,256 | |||||
| $ | 17,108 | $ | 16,585 | $ | 16,512 | $ | 50,839 | $ | 42,481 |
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