0000898430-01-502607.txt : 20011009
0000898430-01-502607.hdr.sgml : 20011009
ACCESSION NUMBER: 0000898430-01-502607
CONFORMED SUBMISSION TYPE: 10-K
PUBLIC DOCUMENT COUNT: 4
CONFORMED PERIOD OF REPORT: 20010630
FILED AS OF DATE: 20010928
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: LANTRONIX INC
CENTRAL INDEX KEY: 0001114925
STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576]
IRS NUMBER: 330362767
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: 10-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16027
FILM NUMBER: 1748794
BUSINESS ADDRESS:
STREET 1: 15353 BARNANCA PARKWAY
CITY: IRVINE
STATE: CA
ZIP: 92618
BUSINESS PHONE: 9494533990
MAIL ADDRESS:
STREET 1: 15353 BARNANCA PARKWAY
CITY: IRVINE
STATE: CA
ZIP: 92618
10-K
1
d10k.txt
LANTRONIX FORM 10-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2001
[_] 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 333-37508
---------------
LANTRONIX, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0362767
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
15353 Barranca Parkway, Irvine, California 92618
(Address of principal executive offices)
(949) 453-3990
(Registrant's telephone number, including area code)
---------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of Name of each exchange
each class on which registered
---------- ---------------------
Common Stock Nasdaq National Market
---------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
As of September 24, 2001, there were 49,929,300 shares of the company's
common stock outstanding, and the aggregate market value of such shares held by
non-affiliates of the Company (based on the closing sale price of such shares
on the NASDAQ National market on September 24, 2001) was approximately
$146,556,260. Shares of the Company's common stock held by each executive
officer, director and holder of five percent or more of the registrant's common
stock outstanding as of September 24, 2001 have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status
is not necessarily a conclusive determination for other purposes.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for Lantronix, Inc.'s Annual
Meeting of Stockholders to be held on November 9, 2001 are incorporated by
reference into Part III of this Form 10-K.
Certain exhibits filed in connection with Lantronix, Inc.'s Registration
Statement On Form S-1, originally filed May 19, 2000, and Registration
Statement On Form S-1, originally filed June 13, 2001, are incorporated by
reference into Part IV of this Form 10-K.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
LANTRONIX, INC.
FORM 10-K
For the Year Ended June 30, 2001
TABLE OF CONTENTS
Page
----
PART 1
ITEM 1. Business............................................................................... 1
ITEM 2. Properties............................................................................. 12
ITEM 3. Legal Proceedings...................................................................... 12
ITEM 4. Submission of Matters to a Vote of Security Holders.................................... 12
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters.................. 13
ITEM 6. Selected Consolidated Financial Data................................................... 15
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.. 16
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk............................. 32
ITEM 8. Financial Statements and Supplementary Data............................................ 33
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure... 33
PART III
ITEM 10. Directors and Executive Officers of the Registrant..................................... 34
ITEM 11. Executive Compensation................................................................. 34
ITEM 12. Security Ownership of Certain Beneficial Owners and Management......................... 34
ITEM 13. Certain Relationships and Related Transactions......................................... 34
PART IV
ITEM 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K...................... 35
FORWARD-LOOKING STATEMENTS
FROM TIME TO TIME, WE MAY PUBLISH STATEMENTS THAT ARE NOT HISTORICAL FACTS
BUT ARE FORWARD-LOOKING STATEMENTS RELATING TO SUCH MATTERS AS ANTICIPATED
FINANCIAL PERFORMANCE, BUSINESS PROSPECTS, TECHNOLOGICAL DEVELOPMENTS, NEW
PRODUCTS, ENGINEERING AND DEVELOPMENT ACTIVITIES AND SIMILAR MATTERS. SUCH
STATEMENTS ARE GENERALLY IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS AND
PHRASES, SUCH AS "INTENDED," "EXPECTS," "ANTICIPATES" AND "IS (OR ARE) EXPECTED
(OR ANTICIPATED)." THESE FORWARD-LOOKING STATEMENTS INCLUDE BUT ARE NOT LIMITED
TO STATEMENTS CONCERNING INDUSTRY TRENDS, ANTICIPATED DEMAND FOR OUR PRODUCTS,
OUR STRATEGY, THE FUTURE BENEFITS OF RECENT ACQUISITIONS, INCLUDING THE
BENEFITS OF USING THE TECHNOLOGY DEVELOPED BY THE COMPANIES WE ACQUIRE IN OUR
EXISTING PRODUCT LINE AND THE POSSIBLE SALES OF OUR PRODUCTS TO THE ACQUIRED
COMPANIES' EXISTING CUSTOMERS, THE POSSIBILITY OF FUTURE INVESTMENTS OR
ACQUISITIONS, FUTURE CUSTOMER AND SALES DEVELOPMENTS, MANUFACTURING FORECASTS,
INCLUDING THE POTENTIAL BENEFITS OF TWO OF OUR CONTRACT MANUFACTURERS SOURCING
AND SUPPLYING RAW MATERIALS, COMPONENTS AND INTEGRATED CIRCUITS, THE
POSSIBILITY OF AN EXPANDING ROLE FOR ORIGINAL EQUIPMENT MANUFACTURERS IN OUR
BUSINESS, THE FUTURE COST AND POTENTIAL BENEFITS OF OUR RESEARCH AND
DEVELOPMENT EFFORTS, AND LIQUIDITY AND CASH RESOURCES FORECASTS. ACTUAL RESULTS
MAY DIFFER MATERIALLY FROM THOSE DISCUSSED IN SUCH FORWARD-LOOKING STATEMENTS,
AND OUR STOCKHOLDERS WE SHOULD CAREFULLY REVIEW THE CAUTIONARY STATEMENTS SET
FORTH IN THIS FORM 10-K, INCLUDING FACTORS THAT MAY AFFECT FUTURE RESULTS. WE
MAY FROM TIME TO TIME MAKE ADDITIONAL WRITTEN AND ORAL FORWARD-LOOKING
STATEMENTS, INCLUDING STATEMENTS CONTAINED IN OUR FILINGS WITH THE SECURITIES
AND EXCHANGE COMMISSION AND IN ITS REPORTS TO STOCKHOLDERS. WE DO NOT UNDERTAKE
TO UPDATE ANY FORWARD-LOOKING STATEMENTS THAT MAY BE MADE FROM TIME TO TIME BY
US OR ON OUR BEHALF.
PART I
ITEM 1. BUSINESS
Overview
Lantronix designs, develops and markets network hardware and software
solutions that enable network connectivity and system management for a broad
range of devices and equipment. Our products enable almost any electronic
device to be accessed, managed, controlled, and configured over the Internet or
other networks using standard protocols for connectivity, including fiber
optic, Ethernet and wireless. Our hardware, which includes external and
embedded Device Servers, such as Multiport Device Servers, are fully integrated
systems that contain memory, processors, operating systems, software
applications and communication ports. Our software includes an open standards-
based operating system, proprietary protocol stacks which manage complex data
and tasks, and applications that can operate with our Device Servers and our
customers' existing hardware. Users of our products can gain instant access to
critical information, manage devices in real-time and manage and control
devices over the Internet or other networks. We have grown our business through
internal product development and strategic acquisitions to provide a broad
suite of network-enabling solutions and system management products. Our
solutions provide network connectivity and system management capabilities to
multiple market segments, including industrial, commercial, retail, and
building and home automation. Our technology is used with devices such as
networking routers, medical instruments, manufacturing equipment, bar code
scanners, building HVAC systems, elevators, process control equipment, vending
machines, thermostats, security cameras, temperature sensors, card readers and
point of sale terminals. We sell our products directly to
1
end-users and through multiple channels including OEMs, systems integrators,
distributors and VARs and to a wide variety of end-markets, including
industrial, automation, healthcare, security/access control, retail/point of
sale, commercial/information technology and telecommunications.
We were initially formed as "Lantronix," a California corporation, in June
1989. We reincorporated as a Delaware corporation in May 2000.
Industry Background and Trends
Key functions in a variety of applications are managed by closed control
systems of varying complexity. The devices found in closed control systems may
perform relatively simple tasks such as the operation of in-room lighting or
more complex functions such as the coordination of minute operations of
manufacturing equipment operating on an automobile factory floor. Some control
systems rely upon the logic capabilities of a microprocessor in order to
enhance the effectiveness of the devices within the closed control system. For
example, a closed control system containing a microprocessor may be used in an
office building to manage such functions as HVAC, elevators, fire detection
equipment, lighting, security and access control. Other devices lack a
microprocessor, but remain capable of being controlled by remote input. An
example of such a device is the actuator of an electronic door.
Networking technology can expand the utility of existing closed control
systems and other devices. For example, network-enabling technology allows for
the extension of direct control beyond the perimeter of the original closed
control system. Network connectivity can enable an automotive manufacturer to
access and examine the inventory level of manufacturing components to determine
the demand, timing and quantity of new materials remotely from any location in
the world. The immediate access to information provided by the network allows
the manufacturer to lower its component carrying costs by managing demand in
real time. In addition, the manufacturer can monitor the performance, downtime,
maintenance and scheduling of future production. Network connectivity increases
the speed, efficiency and accuracy with which information can be shared and
used.
The continued adoption and evolution of networking technology has largely
been driven by economic considerations. For example, an owner/operator of
manufacturing equipment with a high replacement cost may be unwilling to
replace the existing equipment in favor of a networked replacement provided by
the manufacturer due to the high incremental replacement cost required to gain
the functionality of a networked product. However, an equipment operator may be
willing to add network connectivity to the equipment if it can be added
incrementally at a reasonable cost and if it will not require the replacement
of the existing equipment. In this case, external networking equipment can
provide connectivity to devices that could derive a benefit from a network
connection, but were not originally designed for networking capabilities. We
believe in most cases network connectivity supplied by an external device will
eventually give way to an embedded solution, and the networking capability will
be designed into the equipment's control system. Embedded networking devices
will be designed into future generations of this equipment by the OEM as
network connectivity initially represents a point of differentiation and
eventually becomes a standard product feature within the particular industry.
We believe that demand is increasing for technology that delivers network
connectivity to closed control systems and other devices. Many of the available
technologies today require significant investments in hardware and require
special installation or are based on closed, or proprietary, standards and
software. We believe that users of networking connectivity products generally
prefer highly integrated, open, standards-based systems that provide reliable,
real-time network connectivity.
The Lantronix Solution
We are a leading provider of hardware and software solutions that enable
network connectivity and system management for a broad range of devices and
equipment. Our Device Servers and software products enable
2
almost any electronic device to be accessed, managed, controlled, reprogrammed
and configured or reconfigured over the Internet and other networks using
standard protocols for connectivity, including fiber optic, Ethernet and
wireless. We offer a broad range of products for various currently installed
devices that lack built-in network functionality or system management
capability. Our products are designed to offer network connectivity and system
management to many of these devices at a fraction of the cost of replacing the
existing equipment or wiring each device to a conventional PC that would act as
a gateway to the network. We also offer products that are used by OEMs to
network-enable their current and future product lines. Because our products are
based on open standards, OEMs can avoid some potentially complicated hardware
and software integration issues and can network-enable their products quickly
and seamlessly.
Our products can be segmented into three major categories: external Device
Servers, embedded Device Servers and software. Our software operating system,
protocol stacks and applications have been developed for use with our device
server products or with existing networking devices. Our external Device
Servers, which include multiport servers, software operating systems, protocol
stacks and applications, are often used to open network connectivity and bring
system management capability to electronic devices within an existing closed
network. Our embedded products and software are designed into new electronic
devices by OEMs. By offering multiple product lines, we allow manufacturers to
uniformly connect the end-users' new and existing equipment and offer a broad
system management solution.
We believe our networking and system management products enable our
customers and end-users to compete more effectively by allowing them to expand
the number of networked devices and increase the utility of their existing
network. We provide distributed intelligence across a network rather than
closed systems requiring one or more dedicated servers. In this way, we believe
our customers and end-users can improve their business models by automating
tasks previously performed by human resources, thereby increasing control and
creating cost efficiencies. Our networking products have been deployed in many
markets, including industrial automation, healthcare, security access/control,
retail/point of sale, commercial/information technology, and
telecommunications. We believe our products offer end-users and manufacturers
the following key advantages:
. Fully Integrated Solution. Our Device Server technology includes fully
integrated hardware, firmware, protocols, application software and a
real-time operating system. We believe our solution enables OEMs to
quickly integrate the products they manufacture and significantly
reducing their time-to-market. In addition, our technology is based on
widely accepted industry standards, which we believe will provide
Internet and other network compatibility today and in the future. We
design our products and train our customer support personnel in order to
facilitate full integration of our networking products with our
customers' new and existing equipment and systems.
. Open Standards-Based Architecture. We have an open architecture that
enables our products to be compatible and interoperable with a variety
of devices manufactured by different OEMs and across different
platforms. Unlike products that use a proprietary system, we believe our
Device Servers are flexible and easily facilitate communication between
devices with various architectures. In addition, our open architecture
gives our customers the ability to modify and customize our products.
For example, we offer our customers a development environment we call
our Software Developers Kit that allows them to customize our products
with the commonly used "C" programming language. We offer a variety of
support programs to assist our customers in developing these custom
applications.
. Remote Real-Time Communication. By enabling our end-users to manage
devices in real-time from a remote location, our Device Server
Technology can significantly reduce labor costs and eliminate the need
for expensive gateways and redundant wiring. For example, the restaurant
industry has traditionally used a point of sale system that communicates
to an internal database which in turn communicates to a manager at a
remote site for inventory and procurement review. Our remote solution
could simplify this process by continuously communicating data directly
from the restaurant point of sale devices to the restaurant's suppliers
and food distributors, and order supplies as needed, thereby reducing
the costs in a restaurant's procurement chain. Our remote real-time
solution is also
3
used for out-of-band management which enables our customers to access,
manage and control networking equipment through an alternative port when
they are unable to access their device when their network goes down.
. Improved Reliability. Our Device Servers contain a built-in web server
and software, operate independently and do not rely on a centrally
located gateway or server. We believe that this distributed intelligence
of our Device Server Technology improves the reliability and up-time of
the network. In addition, by using its built-in processor power, our
Device Server Technology has the capability of tracking the status of
the electronic device and can report early detection of problems.
Our Strategy
Our objective is to be the leading global provider of network-enabling
technology and system management solutions. The following elements are central
to our strategy:
. Extend Existing Customer Relationships to Expand Future Revenue
Streams. We intend to extend our existing customer relationships by
providing network-enabling and system management solutions for a greater
percentage of the products and services our customers currently offer,
and also by providing connectivity and system management solutions for
our customers' new products and services. For example, our customers
include many OEMs that develop products in a wide variety of industries.
To the extent that we provide Device Server Technology solutions for an
OEM within a specific industry, we expect to be able to provide similar
solutions in the other industries that the OEM services. In addition, as
demand for real-time connectivity continues to grow, we believe our
customers will increasingly demand highly integrated embedded networking
solutions for their new products. We plan to migrate current customers
of our external solutions to our cost-effective, highly integrated
embedded solutions. We expect to be able to grow with our customers by
providing continually enhanced embedded networking technology and system
management solutions to better suit our customers' needs.
. Target Strategic Acquisitions and Investments. We plan to continue to
make strategic acquisitions of and investments in companies and key
technologies which we believe will have synergistic benefits with our
existing technology and product offerings. In October 1998, we acquired
ProNet GmbH, which increased our industrial application Device Server
product offerings. In December 2000, we acquired United States Software
Corporation, or USSC, which extended our product offerings into embedded
logic software products and enhanced our direct sales channel. In June
2001, we acquired Lightwave Communications, Inc., or Lightwave, which
augmented our console management product line. We expect to continue to
enter into alliances, make equity investments and complete acquisitions
of companies and technologies in order to grow our business. In March
2001, we made a cash investment in Premise Systems, a developer of
client-side applications. We believe Premise Systems may develop
software applications that enhance the ability of our networking
products. In September 2001, we entered into definitive agreements with
Synergetic Micro Systems, Incorporated, or Synergetic, a provider of
embedded network communications solutions, in which we agreed to acquire
all of the outstanding capital stock of Synergetic, and to assume each
outstanding option to acquire Synergetic common stock. The acquisition
is subject to the receipt of approval by no less than 90% of the
Synergetic shareholders and other customary conditions. We believe this
strategy will enable us to increase our market share, expand our product
offering and gain access to larger product and customer bases and cross
sell our products. In September 2001, we purchased a convertible
promissory note from Xanboo Inc. in the principal amount of $1.5
million. The note has a ten year maturity and will automatically convert
into the next round of equity securities of Xanboo that raises at least
$5.0 million. In addition, from time to time we will make strategic
investments in companies that we believe complement or expand our
existing business.
. Develop New Products and Services. We intend to invest in our research
and development efforts to develop additional cost-efficient network-
enabling and system management solutions, and other
4
technologies, in order to meet evolving customer needs. We believe that
we have substantial expertise in developing network-enabling technology
and system management products, and we intend to use this expertise to
continue to deliver products with high-functionality at competitive
prices.
. Acquire New Customers. We plan to continue to acquire new customers and
develop additional relationships with OEMs, VARs and system integrators
that are leaders in our targeted industry markets. Currently we have
relationships with approximately 1,300 customers. We will seek to
strengthen and expand our relationships as well as aggressively increase
our customer base by penetrating new markets and providing timely, cost-
effective networking solutions and customer service.
. Leverage our Application Expertise. We have substantial experience in
developing Device Server application solutions, and have developed
software applications that can be used across our product lines to serve
our customers' diverse needs. As we further penetrate our target
markets, we intend to continue to develop and refine our software
applications, providing us with a growing base of sophisticated software
to help develop new device applications.
Recent Acquisitions and Investments
We have completed two acquisitions since our initial public offering in
August 2000 that have expanded our range of products and customers and
announced two potential acquisitions and one equity investment as described
below:
United States Software Corporation. In December 2000, we completed the
acquisition of USSC, a developer of a software operating system, protocol
stacks and an application development environment for embedded technology. The
total purchase price consisted of $2.5 million in cash and 653,846 shares of
our common stock. In addition, we assumed options to acquire 133,333 shares of
our common stock at a weighted average exercise price of $1.00 per share. USSC
provides an open standards-based operating system and supports a variety of
processors. USSC technology enables us to sell products directly to OEMs,
systems integrators and other users who already have existing network
connectivity devices but lack the key elements to provide system management
solutions. We believe the acquisition of USSC helps expand our product
offering and enables us to provide USSC and our customers' customers with an
integrated software and hardware embedded solution.
Lightwave Communications. In June 2001, we completed the acquisition of
Lightwave, a developer of console management products. The purchase price
includes 3,428,571 shares of common stock and $12.0 million in cash. In
addition, we assumed options issued to employees to acquire 870,513 shares of
our common stock at a weighted average exercise price of $3.67 per share. We
also paid off approximately $6.7 million of debt to a creditor of Lightwave.
Lightwave develops and markets a variety of console management products
including keyboard, video and mouse, or KVM, switches and multiport management
devices. The Lightwave KVM switch allows a single keyboard, monitor and mouse
to be switched among multiple workstations providing immediate access to each
workstation from a single location. The Company's console management products
allow remote access to a variety of equipment that often exists in a redundant
scheme, including workstations, servers and networking equipment, as if the
user were physically at the remote site where the equipment is aggregated. The
benefits of the Lightwave products include reduced costs to access, manage and
upgrade remote equipment through a secure and fail-safe networked system. We
believe we will be able to sell our Multiport Device Server products to
Lightwave customers.
Premise Systems. In March 2001, we purchased 283,476 shares of Series A
Preferred Stock of Premise Systems, Inc., or approximately 19.9% of their
capital stock, for an aggregate purchase price of $2.0 million. Premise
Systems is a developer of client-side software applications. We believe
Premise Systems may develop software that will enhance the utility of our
networking products. At the same time we entered into an agreement in which we
agreed to acquire all of the remaining equity securities of Premise Systems
upon their first bona fide shipment of building automation software. If this
were not to occur prior to March 21, 2002,
5
neither we nor Premise Systems would be obligated to consummate the merger.
This milestone has not been met as of the date of this filing, and we cannot
predict at this time when or whether the acquisition would be completed. In the
event we do acquire Premise Systems, we will be obligated to issue up to
1,150,000 shares of our common stock.
Synergetic Micro Systems. In September 2001, we entered into definitive
agreements with Synergetic, a provider of embedded network communications
solutions, in which we agreed to acquire all of the outstanding capital stock
of Synergetic, and to assume each outstanding option to acquire Synergetic
common stock. The acquisition is subject to the receipt of approval by no less
than 90% of the Synergetic shareholders and other customary conditions. The
purchase price that we would pay to the Synergetic shareholders depends upon
the "average trading price" of our common stock, with average trading price
defined as the average of the closing prices of a share of our common stock, as
reported on The Nasdaq Stock Market, for the ten business day period ending on
the fourth business day prior to the closing of the acquisition.
. If this average trading price is less than or equal to $9.925 and
greater than or equal to $5.955, we will pay the Synergetic shareholders
an aggregate of $3,100,000 in cash and $13,200,000 in value of
unregistered shares of our common stock, valued using the average
trading price.
. If the average trading price of our common stock is greater than $9.925,
we will pay the Synergetic shareholders an aggregate of $3,100,000 in
cash and 1,329,975 shares of common stock.
. If the average trading price of our common stock is less than $5.955, we
would pay the Synergetic shareholders an aggregate of $3,100,000 in cash
and 2,216,625 shares of common stock, except to the extent the value of
the aggregate cash payment to the Synergetic shareholders is greater
than one-fourth of the value of the shares of the common stock to which
they are entitled (valued at the average trading price), the cash
payment shall be reduced by $5.955 and the shares of our common stock
being issued shall be increased by one share successively until the cash
equals one-fourth of the value of the common stock (valued at the
average trading price). The shifting of consideration from cash into
common stock is designed to comply with certain federal income tax
provisions governing corporate reorganizations.
In addition, if the merger closes, the stock options we assume will become
exercisable for our common stock and will have an exercise price likely to be
less than the then fair market value of our stock. We will not be able to
determine the exact number of our shares that will be issuable upon the
exercise of these options, nor the exercise price of such options until shortly
before the merger closes. We expect Synergetic would expand the capabilities of
our embedded products.
Other equity investments. From time to time we will make strategic
investments in companies that we believe complement or expand our existing
business. For example, in September 2001, we purchased a convertible promissory
note from Xanboo Inc. in the principal amount of $1.5 million. The note has a
ten year maturity and will automatically convert into the next round of equity
securities of Xanboo that raises at least $5 million. If Xanboo does not
complete such a financing prior to February 1, 2002, we can convert the note
into a newly created series of preferred stock. We are considering investing
additional money in this company as well as other companies.
6
Products
We develop, market and support a variety of versatile, turnkey hardware and
software products that enable electronic devices to be connected over the
Internet or other networks. Our connectivity solutions are currently deployed
in industrial automation, healthcare, security access/control, retail/point of
sale, commercial/information technology, and telecommunication markets. Our
products are based on our integrated, open architecture Device Server
technology.
Net Revenues for
Year Ended
June 30, 2001 Primary Product
Product Family (millions) Function Products
-------------- ---------------- --------------- --------
Device Servers $35.8 Enable almost any External and embedded
(including software) electronic device to CoBox,MSS and UDS
become network-enabled, products. VoiceOver IP,
allowing the user to TCP/IP, RTOS, and File
control the device by System software
way of the Internet packages.
using a wide range of
network protocols.
Multiport Device Servers $15.8 Enable multiple devices ETS and LRS products.
(including software) to become network-
enabled, allowing the
user to control the
devices by way of the
Internet using a wide
range of network
protocols.
Print Servers and Other $ 3.6 Allow multiple users to EPS, MPS and LPS
share printers anywhere products.
on an Ethernet network
using a wide range of
network protocols.
Financial Accounting Standards Board ("FASB") Statement No. 131, Disclosures
about Segments of an Enterprise and Related Information about operating
segments in annual consolidated financial statements. It also establishes
standards for related disclosures about products and services, geographic areas
and major customers. We operate in one segment, networking and Internet
connectivity.
Device Servers and Multiport Device Servers
We produce a wide variety of device servers. Both our Device Servers and our
Multiport Device Servers enable almost any electronic device to become network-
enabled, allowing the user to control the device by way of the Internet or
other networks. Our products range from our MSS, UDS and CoBox lines of single
and dual-port Device Servers, in sizes as small as a matchbook, to our ETS line
of rackmount and tabletop Multiport Device Servers to our VoiceOver IP, TCP/IP,
RTOS and File System software packages.
Device Servers. Originally our Device Servers were designed using our Micro
Serial Server or MSS architecture. In 1998, we acquired ProNet GmbH, a supplier
of industrial applications and device servers. Using the acquired proprietary
CoBox architecture, we introduced a board-level Device Server, which gives OEMs
a quick and compatible way to embed open standards-based Internet capability
and computing power into almost any electronic device. We also provide Device
Servers for the industrial automation market, which are available in industry-
standard DIN Rail form factors, with support for traditional industrial
communications protocols including Modbus and SECS. We recently announced a
line of Device Servers based on our new DSTni chip, which is a single chip
solution providing the key elements of network connectivity in a semiconductor.
The DSTni chip is currently in beta testing. Device Servers are easy to manage
using any standard web browser, due to a built-in HTTP server and Java
management program.
Multiport Device Servers. We offer a broad line of Multiport Device Servers,
which are specialized devices that can network multiple devices while operating
independent of any proprietary host and supporting
7
virtually every standard networking protocol. These devices assist in
maintaining network integrity and effectiveness by providing remote monitoring
and control over networked equipment.
Software. Our software supports our hardware platform and includes a
standards-based operating system that includes protocol stacks, device drivers
and application protocol interfaces. The acquisition of USSC expanded our
ability to be used on multiple CPUs. It also provided us a product offering
with a TRON API, or application protocol interface, and other standard-based
protocols that are used extensively in the Japanese consumer and industrial
electronics market an is currently being sold separate for our hardware
solution.
Non-Core Products
Print Servers and Other. We also sell connectivity peripherals that our
customers may request in conjunction with our Device Servers, Multiport Device
Servers and Print Server products. We offer our MPS, LPS and EPS line of print
servers, which enable multiple users to share printers anywhere on a Ethernet
network using a wide range of network protocols. Our EPS product line supports
TCP/IP, IPX, AppleTalk, and LAT protocols. Within the individual EPS products,
additional protocols are supported. Our MPS and LPS product lines support
TCP/IP, IPX, NetBIOS/NETBEUI and LAT. In addition, our MPS product line
supports AppleTalk.
Customers
Our network-enabling and system management technologies have a broad range
of applications across a variety of markets, including telecommunication,
industrial automation, healthcare, security/access control, retail/point of
sales and commercial/information technologies. We primarily service these
markets by selling our products directly to OEMs, and end-users or indirectly
through channel partners such as distributors, VARs and systems integrators.
Original Equipment Manufacturers. Our OEM customers manufacture products
that traditionally have not been networked, but for which consumers are
increasingly demanding networking capabilities. Typically, OEMs use our
external solutions to network-enable their installed base of products and our
embedded solutions to network-enable their current and future products. These
OEMs typically lack a core competency in networking but require solutions that
enable them to quickly introduce network solutions to their end-users. We allow
OEMs to outsource the development function of these networking solutions, and
as a result, reduce the OEMs' research and development costs, avoid integration
problems and bring newly networked products to market faster.
Value Added Resellers/Systems Integrators. Our VAR and systems integrator
customers are typically seeking an easily integrated, open standards-based way
to connect a variety of devices to networks to address the needs of their
customers. Our products enable VARs and systems integrators to create value
added networking solutions for their customers.
Distributors. Our distributor customers resell our products to a variety of
customers including manufacturers, VARs, systems integrators and end-users. We
primarily use the distribution channel to service smaller VAR, systems
integrator and end-user customers that would not be cost effective for us to
service directly.
See those sections entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Risk Factors" in Part II of
this Form 10-K and Note 8 to the Notes to Consolidated Financial Statements for
information regarding the geographic distribution of our revenue for the years
ended June 30, 2001, 2000 and 1999 and information regarding each customer
whose sales constitute 10% or more of our consolidated net revenues.
Substantially all of the Company's long-lived assets are located in the United
States. See those sections entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Risk Factors" in Part II of
this Form 10-K and Note 3 to the Notes to Consolidated Financial Statements for
information regarding our assets.
8
Sales and Marketing
We maintain regional sales offices in Irvine, California; Milford,
Connecticut; Hillsboro, Oregon; Switzerland and Singapore. Additionally, we
have local sales offices in France, Germany, Netherlands, the United Kingdom
and the United States. Our sales and marketing force consists of 118
professionals as of June 30, 2001, and 74 professionals located worldwide as of
June 30, 2000. Since we believe that our networking products have application
in a broad variety of end markets and geographies, we have aggressively
expanded our sales force to pursue these opportunities. We supplement our sales
effort with marketing activities designed to build our brand name and promote
product awareness. These activities include magazine and online advertising,
public relations efforts and targeted mailings. We also participate in trade
shows and industry gatherings.
Manufacturing
Our manufacturing objective is to produce reliable, high quality products at
competitive prices and to achieve on-time delivery to our customers. We
outsource the manufacturing of our products, which enables us to concentrate
our resources on the design, engineering and marketing of our products where we
believe we have greater competitive advantages, and to eliminate the high cost
of owning and operating a manufacturing facility.
We currently outsource all of our product manufacturing to multiple contract
manufacturers. Our manufacturing is performed on a purchase order basis and the
manufacturers are not contractually obligated to accept our manufacturing
requests or deliver our requests within our desired schedules.
Historically, we have supplied our own raw materials to our contract
manufacturers and testing is performed by the manufacturer using test equipment
we supply to them. Recently, we have implemented a new manufacturing strategy
with two of our contract manufacturers. Under these agreements, the
manufacturer sources and supplies raw materials, components and integrated
circuits in accordance with our pre-determined specifications and forecasts. We
believe that this arrangement will decrease our working capital requirements,
allow us to re-deploy procurement personnel and provide us with better raw
material and component pricing, which may enhance our gross and operating
margins. We expect the volume of our business under this new manufacturing
strategy to increase over time. We buy some of our integrated circuits from
sole sources of supplies. We also employ quality control personnel who visit
our contract manufacturers' sites at regular intervals and independently test
our products. Please see "Risk Factors" for a discussion of the risks
associated with manufacturing.
Research and Development
Our research and development efforts are focused on the development of
technology and products that will enhance our position in our markets. We
employed 51 people in our research and development organization as of June 30,
2001, and 28 people as of June 30, 2000. Our research and development expenses
were $4.5 million (excluding $2.6 million of acquired in-process research and
development) for the year ended June 30, 2001, $3.2 million for the year ended
June 30, 2000 and $2.6 million for the year ended June 30, 1999.
We believe that we must continually enhance the performance and flexibility
of our current products, and successfully introduce new products to maintain a
leadership position. We intend to substantially increase our research and
development expenditures over the next two years including planned increases in
personnel, material costs and depreciation resulting from higher capital
expenditures.
9
Competition
The markets in which we compete are competitive and we expect competition to
intensify in the future. Our current and potential competitors include the
following:
. companies with network-enabling technologies, such as Avocent, Echelon,
JUMPtec, Moxa and Windriver;
. companies in the automation industries, such as Schneider and Siemens;
and
. companies with significant networking expertise and research and
development resources, including Cisco Systems, IBM, Lucent
Technologies.
The principal competitive factors that affect the market for our products
are:
. product quality, technological innovation, compatibility with standards
and protocols, reliability, functionality, ease of use, and
compatibility; and
. price of our products; and potential customers' awareness and perception
of our products as well as network-enabling technologies.
We offer an open architecture, meaning that much of our technology can be
licensed without royalties or licenses fees. As a result, our customers could
develop products that compete with our offerings. In addition, there is a risk
that our customers could develop and market their own applications based on our
technology without paying a fee to us.
If we are unable to compete successfully with new or existing competitors or
otherwise meet the competitive challenges we face, we could receive fewer
orders than we anticipate, lose existing customers, have reduced operating
margins and lose market share. This could harm our business and cause the price
of our stock to decline.
Intellectual Property Rights
We have developed proprietary methodologies, tools, processes and software
in connection with delivering our services. We rely on a combination of
copyright, trademark, trade secret laws, and contractual restrictions, such as
confidentiality agreements and licenses to establish and protect our
proprietary rights. As of June 30, 2001, we have had no patents issued in the
United States and one patent issued in Germany. We do not rely on patents to
protect our proprietary rights.
Trade secret and copyright laws afford us only limited protection. We
typically enter into confidentiality and non-disclosure agreements with our
employees. These agreements are intended to limit access to and distribution of
our proprietary information. In addition, we have entered into non-competition
agreements with certain of our key employees. We cannot be certain that the
steps we have taken in this regard will be adequate to deter misappropriation
of our proprietary information or that we will be able to detect unauthorized
use and take appropriate steps to enforce our intellectual property rights. In
addition, an adverse change in the laws protecting intellectual property could
harm our business.
In July 2001, Digi International, Inc. filed a lawsuit against us alleging
that our Multiport Device Servers, specifically our ETS line of products, when
coupled with our Comm Port Redirector software infringe a patent held by Digi.
We believe we have meritorious defenses to Digi's lawsuit and we intend to
vigorously defend our position in the appropriate venue. See Risk Factors--We
might become involved and are currently involved in litigation over proprietary
rights, which could be costly and time consuming.
Limitations on Our Rights to Intellectual Property
Gordian, Inc. has developed certain intellectual property used in our Micro
Serial Server line of products. These products represented and continue to
represent a significant portion of our net revenues. Under the terms
10
of an agreement dated February 29, 1989, Gordian owns the rights to the
intellectual property developed by it under the agreement, but has agreed that
for the term of the agreement it will not develop products for any other
party, which will directly compete with a product Gordian developed for us.
The agreement with Gordian currently provides that we are required to pay
royalties in relation to gross margin of products sold under the agreement.
For the years ended June 30, 2001, 2000 and 1999, we paid Gordian
approximately $2.2 million, $2.2 million and $2.0 million for royalties,
respectively. Our agreement with Gordian terminates at the end of the sales
life of the product. The agreement may also be terminated by either party upon
30 days notice or under other specified conditions. In the event that the
Gordian agreement is terminated, we may lose our rights to the intellectual
property developed under the Gordian agreement and this might prevent us from
marketing some or all of our MSS line of products in the future. Although we
believe that other products developed by us using alternative technology can
be substituted in the future for the products sold by us using the technology
developed by Gordian, Inc., in the event our agreement with Gordian, Inc. is
terminated, we might lose customers and net revenues and if this were to occur
it would harm our business.
United States and Foreign Government Regulation
Many of our products and the industries in which they are used are subject
to federal, state or local regulation in the United States. In addition, our
products are exported and nine of our wholly-owned subsidiaries are
incorporated outside of the United States. Therefore, we are subject to the
regulation of foreign governments. For example, wireless communication is
highly regulated in both the United States and elsewhere. Our products
currently employ encryption technology. The export of encryption software is
restricted. We cannot assure you that these or other existing law or
regulation, will not adversely affect us. In addition, future regulation could
adversely affect our business, operating results and financial condition.
Employees
As of June 30, 2001, we had 264 full-time employees. As of that date, we
had 51 employees in research and development, 118 in sales and marketing
department, 39 in operations department and 56 general and administrative
employees. We have not experienced any work stoppages and we believe that our
relationship with our employees is good. None of our employees are currently
represented by a labor union.
Executive Officers of the Registrant
The following table and notes set forth information about our executive
officers as of September 28, 2001:
Name Age Position(s)
---- --- ---------------------------------------------------
Frederick G. Thiel 40 President and Chief Executive Officer
Steven V. Cotton 38 Chief Financial Officer and Chief Operating Officer
Johannes G. Rietschel 38 Chief Technology Officer
Frederick G. Thiel has served as our President and Chief Executive Officer
since April 1998, and was appointed as a director in August 2000. From July
1996 to April 1998, Mr. Thiel served as a Corporate Vice President, Marketing
and General Manager, Storage Division for CMD Technology, a developer of RAID
storage controllers. From June 1994 to March 1996, Mr. Thiel was with Standard
Microsystem Corporation, a manufacturer of networking technology, as the
Director of Worldwide Marketing from January 1996 to March 1996, and as the
Director of Product Marketing from June 1994 to January 1996. Mr. Thiel also
serves as a director for Patriot Scientific Corporation, a provider of data
communications products.
Steven V. Cotton has served as our Chief Financial Officer and Chief
Operating Officer since December 1999. From August 1996 to December 1999, Mr.
Cotton served as the Chief Financial Officer and Chief Operating Officer at M2
Automotive, an automotive repair business. From August 1991 to August 1996,
Mr. Cotton was a Senior Vice President and Chief Financial Officer at Panda
Management Company, a restaurant management business.
11
Johannes G. Rietschel has served as our Chief Technology Officer since
January 1999. From December 1987 to December 1998, Mr. Rietschel served as the
President and Chief Executive Officer of ProNet GmbH which we acquired in
October 1998. Mr. Rietschel serves on the board of directors of ICARO Software
GmbH, a software solutions company, and IZY Communications, Inc.
ITEM 2. PROPERTIES
Our headquarters are located in a leased facility in Irvine, California
consisting of approximately 51,000 square feet. The lease for this facility
expires in July 2005. The headquarters of Lightwave are located in a leased
facility in Milford, Connecticut consisting of approximately 50,000 square
feet. We are currently leasing the property on a month-to-month basis. Pursuant
to a letter agreement with the owners of the property, we are currently
negotiating a 15-year lease. The headquarters of USSC are located in a leased
facility in Hillsboro, Oregon consisting of approximately 10,700 square feet.
The lease for this facility expires on August 31, 2005.
Lantronix International AG Switzerland, which is our wholly owned
subsidiary, operates out of a leased office in Cham, Switzerland. We also lease
a research and development facility in Germany and sales offices in Germany and
the Netherlands. We recently leased office space in Singapore which is used to
support our Asia Pacific Region sales efforts.
We consider the above facilities suitable to meet our requirements.
ITEM 3. LEGAL PROCEEDINGS
On July 3, 2001, Digi International, Inc., filed a complaint in the United
States District Court for the district of Minnesota claiming patent
infringement and alleging that certain of Lantronix's Multiport Device Servers,
including the ETS line of products, when coupled with a device driver called
the Comm Port Redirector Software, infringe upon U.S. Patent No. 6,047,319
owned by Digi. Digi alleges that Lantronix has willfully and intentionally
infringed Digi's patent, and its complaint seeks injunctive relief as well as
unspecified damages, treble damages, attorneys fees, interest and costs. On
August 17, 2001, Lantronix filed its answer to the complaint, asserting
affirmative defenses, and counterclaiming for a declaratory judgment that the
patent in issue is invalid. Lantronix believes that a pre-trial conference will
take place before November 30, 2001, however, to date, discovery has not begun
and a trial date has not been set. Based on the facts known to date, Lantronix
believes that the claims are without merit and intends to vigorously defend
this suit.
From time to time, the Company is subject to other legal proceedings and
claims in the ordinary course of business. The Company currently is not aware
of any such legal proceedings or claims that it believes will have,
individually or in the aggregate, a material adverse effect on its business,
prospects, financial position, operating results or cash flows.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this Report.
12
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Price Range of Common Stock
Lantronix's common stock has been traded on the National Association of
Securities Dealers Automated Quote system ("NASDAQ") under the symbol "LTRX"
since August 4, 2000. The number of record holders of the Company's common
stock as of September 21, 2001 was approximately 49,928,832. The following
table sets forth, for the period indicated, the high and low per share closing
prices for our common stock:
Fiscal Year 2001 High Low
---------------- ------ -----
First Quarter................................................. $10.75 $6.75
Second Quarter................................................ $ 8.75 $4.69
Third Quarter................................................. $ 9.25 $4.50
Fourth Quarter................................................ $10.30 $5.06
Dividend Policy
We have never declared or paid cash dividends on our common stock. We do not
anticipate paying any cash dividends on our common stock in the foreseeable
future, and we intend to retain any future earnings for use in the expansion of
our business and for general corporate purposes.
Recent Sales of Unregistered Securities
Lantronix has issued and sold the following unregistered securities since
July 1, 2000:
In July 2000, we issued and sold an aggregate of 10,000 shares of our common
stock for an aggregate purchase price of $1,580.00 to an employee.
In July 2000, we issued and sold an aggregate of 2,400 shares of our common
stock for an aggregate purchase price of $456.00 to an employee.
In July 2000, we issued and sold an aggregate of 3,075 shares of our common
stock for an aggregate purchase price of $553.50 to an employee.
In August 2000, we issued and sold an aggregate of 1,090 shares of our
common stock for an aggregate purchase price of $207.00 to an employee.
In December 2000, we issued an aggregate of 653,846 shares of our common
stock to the former stockholders of USSC in connection with our purchase of the
capital stock of USSC.
In June 2001, we issued an aggregate of 3,428,571 shares of our common stock
to the former stockholders of Lightwave in connection with our purchase of the
capital stock of Lightwave.
The sales of the above securities were deemed to be exempt from registration
under the Securities Act in reliance on Section 4(2) of the Securities Act or,
with respect to issuances to employees and consultants, Rule 701 promulgated
under Section 3(b) of the Securities Act as transactions by an issuer not
involving a public offering or transactions pursuant to compensatory benefit
plans and contracts relating to compensation as provided under such Rule 701.
All recipients either received adequate information about Lantronix or had
adequate access to, through their relationships with Lantronix, such
information. There were no underwritten offerings employed in connection with
any of the transactions set forth above.
13
Use of Proceeds
In August 2000, we completed our initial public offering of 6,000,000 shares
of our common stock, including an underwriter's over-allotment option to
purchase an additional 900,000 shares from two selling stockholders, at an
offering price of $10.00 per share. We received net aggregate proceeds of
approximately $53.7 million after deducting underwriters' commissions and fees
and other costs of $6.3 million.
In July 2001, we completed a public offering of 9,200,000 shares of our
common stock, including an underwriter's over-allotment option to purchase an
additional 1,200,000 shares, at an offering price of $8.00 per share. We sold
6,000,000 shares and selling shareholders sold 2,000,000 shares of the primary
offering. Additionally, we sold 400,500 shares and selling shareholders sold
133,500 shares of the over-allotment option. We received net aggregate proceeds
of approximately $47.8 million after deducting underwriting discounts,
commissions and offering costs.
14
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data should be read in
conjunction with our consolidated financial statements and related notes and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included below. The consolidated statements of operations data for
the years ended June 30, 2001, 2000 and 1999 and the balance sheet data as of
June 30, 2001 and 2000, are derived from the audited consolidated financial
statements included elsewhere in this report. The consolidated statements of
operations data for the years ended June 30, 1998 and 1997, and the balance
sheet data as of June 30, 1999, 1998 and 1997, are derived from the audited
consolidated financial statements not included elsewhere in this report. The
historical results are not necessarily indicative of results to be expected for
future periods.
Year ended June 30,
--------------------------------------------
2001 2000 1999 1998 1997
-------- ------- ------- ------- -------
(in thousands, except per share data)
Consolidated Statement of
Operations Data:
Net revenues.................... $ 55,198 $44,975 $32,980 $28,300 $30,680
Cost of revenues................ 26,582 21,500 16,824 16,812 20,430
-------- ------- ------- ------- -------
Gross profit.................... 28,616 23,475 16,156 11,488 10,250
-------- ------- ------- ------- -------
Operating expenses:
Selling, general and
administrative............... 23,998 16,744 9,173 7,857 7,455
Research and development...... 4,478 3,186 2,615 1,770 2,471
Stock-based compensation...... 3,106 1,119 -- -- --
Amortization of goodwill...... 800 -- -- -- --
Amortization of purchased
intangible assets............ 690 813 595 -- --
In-process research and
development.................. 2,596 -- -- -- --
-------- ------- ------- ------- -------
Total operating expenses.... 35,668 21,862 12,383 9,627 9,926
-------- ------- ------- ------- -------
Income (loss) from operations... (7,052) 1,613 3,773 1,861 324
Minority interest............... -- (49) (30) -- --
Interest income (expense), net.. 2,182 187 151 (5) (168)
Other income (expense), net..... (167) (47) (10) 1 9
-------- ------- ------- ------- -------
Income (loss) before income
taxes.......................... (5,037) 1,704 3,884 1,857 165
Provision (benefit) for income
taxes.......................... (662) 649 1,098 554 (37)
-------- ------- ------- ------- -------
Net income (loss)............... $ (4,375) $ 1,055 $ 2,786 $ 1,303 $ 202
======== ======= ======= ======= =======
Basic earnings (loss) per
share.......................... $ (0.12) $ 0.04 $ 0.10 $ 0.05 $ 0.01
Diluted earnings (loss) per
share.......................... (0.12) 0.03 0.10 0.05 0.01
Weighted average shares basic... 36,946 29,274 26,977 25,207 25,128
Weighted average shares
diluted........................ 36,946 34,178 28,880 25,443 25,427
As of June 30,
--------------------------------------------
2001 2000 1999 1998 1997
-------- ------- ------- ------- -------
Consolidated Balance Sheet Data:
Cash and cash equivalents....... $ 15,367 $ 1,988 $ 5,833 $ 1,759 $ 173
Short-term investments.......... 1,973 -- -- -- --
Working capital................. 40,433 11,042 8,109 6,327 4,812
Goodwill and other purchased
intangible assets, net ........ 55,601 586 1,399 -- --
Total assets.................... 119,544 20,210 17,292 9,800 9,570
Retained earnings............... 4,052 8,427 7,372 4,586 3,284
Total stockholders' equity...... 102,966 12,547 10,312 6,928 5,624
15
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis of our financial condition and results
of operations should be read in conjunction with our consolidated financial
statements and related notes included elsewhere in this report. In addition to
historical information, the discussion in this report contains forward-looking
statements that involve risks and uncertainties. Actual results could differ
materially from those anticipated by these forward-looking statements due to
factors including, but not limited to, those factors set forth under "Risk
Factors" and elsewhere in this report.
Overview
Lantronix designs network-enabling and system management solutions
consisting of hardware and software that permit almost any electronic device to
be accessed, managed and controlled over the Internet, Intranets or other
networks. Since our inception in 1989, we have developed an array of network-
enabling products including external Device Servers, embedded Device Servers,
Multiport Device Servers, Print Servers and other products. Beginning in fiscal
year 1999, we began to experience an increase in sales of our Device Servers
reflecting our focus on this higher margin product line. At the same time, we
began to experience a decline in sales of Print Server and other products as we
shifted resources to our Device Server business, which we believe represents a
greater opportunity for long-term growth. We believe sales in our Device Server
business will continue to represent an increasing percentage of our net
revenues in the future. Our strategy for continuing to increase sales of our
Device Server product line involves a two-fold approach. First, we intend to
substantially increase our research and development expenditures over the next
two years to enhance our Device Server product line and develop new products.
Second, we intend to grow our Device Server business through strategic
acquisitions, investments and partnerships, which we believe will support our
product lines and allow us to secure additional intellectual property, increase
our customer base and provide access to new markets.
Our products are sold to OEMs, VARs, systems integrators and distributors,
as well as directly to end-users. One of our distributors, Ingram Micro,
accounted for 15.1% of our net revenues for the year ended June 30, 2001, 12.8%
of our net revenues for the year ended June 30, 2000 and 15.5% for the year
ended June 30, 1999. Another distributor, Tech Data, accounted for 9.2% of our
net revenues for the year ended June 30, 2001, 12.0% of our net revenues for
the year ended June 30, 2000 and 11.5% for the year ended June 30, 1999.
transtec AG, an international OEM and related party due to common ownership by
our major stockholder, accounted for 11.2% of our net revenues for the year
ended June 30, 2001, 7.2% of our net revenues for the year ended June 30, 2000
and 11.4% for the year ended June 30, 1999.
In October 1998, we acquired ProNet GmbH, a German company that is a
supplier of industrial application Device Server technology. In connection with
this acquisition, we acquired exclusive marketing rights to CoBox technology in
the United States and Canada from Dr. Peter Weisser, Sr. We also acquired
non-exclusive marketing rights to this technology world-wide, excluding Germany
and Switzerland. Under this agreement, we were required to make royalty
payments to Dr. Weisser through December 31, 2000. We recognized $726,000 of
royalty expense and amortization relating to the marketing rights agreement for
the six months ended December 31, 2000 and $1.6 million for the year ended June
30, 1999. No amounts have been incurred after December 31, 2000.
In December 2000, we completed the acquisition of USSC, a software solutions
provider for embedded technology applications. This acquisition was accounted
for as a purchase transaction. Accordingly, the accompanying consolidated
financial statements include the results of operations of USSC subsequent to
its acquisition date.
In June 2001, we completed the acquisition of Lightwave, a provider of
console management solutions. This acquisition was accounted for as a purchase
transaction. Accordingly, the accompanying consolidated financial statements
include the results of operations of Lightwave subsequent to its acquisition
date.
16
In September 2001, we entered into definitive agreements with Synergetic, a
provider of embedded network communications solutions, in which we agreed to
acquire all of the outstanding capital stock of Synergetic, and to assume each
outstanding option to acquire Synergetic common stock. The acquisition is
subject to the receipt of approval by no less than 90% of the Synergetic
shareholders and other customary conditions.
Revenue is generally recognized upon product shipment. We grant certain
distributors limited rights to return products and provide price protection for
inventories held by resellers at the time of published price reductions. The
Company establishes an estimated allowance for future product returns based on
historical returns experience when the related revenue is recorded and provides
for appropriate price protection reserves when pricing adjustments are
approved. Revenue from licensed software is recognized at the time of shipment,
provided that we have vendor-specific objective evidence of the fair value of
each element of the software offering and collectibility is probable. Revenue
from post-contract customer support and any other future deliverables is
deferred and recognized over the support period or as contract elements are
delivered.
Stock-based compensation relates to deferred compensation recorded in
connection with the grant of stock options to employees where the option
exercise price is less than the estimated fair value of the underlying shares
of common stock as determined for financial reporting purposes as well as the
fair market value of the vested portion of non-employee stock options utilizing
the Black-Scholes option pricing model. Deferred compensation also includes the
value of employee stock options assumed in connection with the acquisitions of
USSC and Lightwave calculated in accordance with current accounting guidelines.
Deferred compensation is presented as a reduction to stockholders' equity and
is amortized over the vesting period of the related stock options, which is
generally four years. At June 30, 2001, a balance of $10.0 million remains and
will be amortized as follows: $3.0 million in fiscal 2002, $3.0 million in
fiscal 2003, $2.5 million in fiscal 2004, $1.4 million in fiscal 2005, and
$153,000 in fiscal 2006. The amount of stock-based compensation in future
periods will increase if we grant stock options where the exercise price is
less than the quoted market price of the underlying shares or if we assume
employee stock options in connection with additional acquisitions of
businesses. The amount of stock-based compensation actually recognized in
future periods could decrease if options for which deferred compensation has
been recorded are forfeited.
Consolidated Results of Operations
The following table sets forth, for the periods indicated, the percentage of
net revenues represented by each item in our consolidated statements of
operations:
Year ended
June 30,
--------------------
2001 2000 1999
----- ----- -----
Net revenues............................................. 100.0% 100.0% 100.0%
Cost of revenues......................................... 48.2 47.8 51.0
----- ----- -----
Gross profit............................................. 51.8 52.2 49.0
----- ----- -----
Operating expenses:
Selling, general and administrative.................... 43.5 37.2 27.8
Research and development............................... 8.1 7.1 7.9
Stock-based compensation............................... 5.6 2.5 --
Amortization of goodwill............................... 1.4 -- --
Amortization of purchased intangible assets............ 1.3 1.8 1.8
In-process research and development.................... 4.7 -- --
----- ----- -----
Total operating expenses.............................. 64.6 48.6 37.5
----- ----- -----
Income (loss) from operations............................ (12.8) 3.6 11.4
Minority interest........................................ -- (0.1) (0.1)
Interest income (expense), net........................... 4.0 0.4 0.5
Other income (expense), net.............................. (0.3) (0.1) --
----- ----- -----
Income (loss) before income taxes........................ (9.1) 3.8 11.8
Provision (benefit) for income taxes..................... (1.2) 1.4 3.3
----- ----- -----
Net income (loss)........................................ (7.9)% 2.3% 8.4%
===== ===== =====
17
Comparison of the Years Ended June 30, 2001 and 2000
Net Revenues
Net revenues increased $10.2 million, or 22.7%, to $55.2 million for the
year ended June 30, 2001 from $45.0 million for the year ended June 30, 2000.
The increase was primarily attributable to an increase in net revenues of our
Device Server and Multiport Device Server products, partially offset by a
decline in our Print Server and other products. Device Server net revenues
increased $11.6 million, or 47.9%, to $35.8 million or 64.9% of net revenues
for the year ended June 30, 2001 from $24.2 million or 53.8% of net revenues
for the year ended June 30, 2000. This increase is attributable to the rapid
adoption rates of OEMs, as well as strong sales of our UDS-10 Device Server,
which was introduced during the fourth quarter of fiscal 2000. Device Server
net revenues for the year ended June 30, 2001 includes $1.5 million of software
revenue generated from USSC. Multiport Device Server net revenues increased
$4.9 million, or 44.8%, to $15.8 million or 28.6% of net revenues for the year
ended June 30, 2001 from $10.9 million or 24.3% of net revenues for the year
ended June 30, 2000. The increase in Multiport Device Server net revenue is
primarily attributable to the acquisition of Lightwave effective June 8, 2001.
Print Server and other revenues decreased $6.3 million, or 63.5%, to
$3.6 million, or 6.1% of net revenues for the year ended June 30, 2001 from
$9.9 million, or 21.9% of net revenues for the year ended June 30, 2000.
Net revenues generated from sales in the Americas increased $7.1 million, or
23.4%, to $37.4 million or 67.7% of net revenues for the year ended June 30,
2001 from $30.3 million or 67.3% of net revenues for the year ended June 30,
2000. Our net revenues derived from customers located in Europe increased $3.0
million, or 24.0%, to $15.7 million or 28.5% of net revenues for the year ended
June 30, 2001 from $12.7 million or 28.2% of net revenues for the year ended
June 30, 2000. Our net revenues derived from customers located in other
geographic areas increased slightly to $2.1 million or 3.9% of net revenues for
the year ended June 30, 2001 from $2.0 million or 4.5% of net revenues for the
year ended June 30, 2000.
Gross Profit
Gross profit represents net revenues less cost of revenues. Cost of revenues
consists primarily of the cost of raw material components, subcontract labor
assembly from outside manufacturers and associated overhead costs. As part of
our agreement with Gordian, an outside research and development firm, a royalty
charge is included in cost of revenues and is calculated based on the related
products sold. Gross profit increased by $5.1 million, or 21.9%, to $28.6
million or 51.8% of net revenues for the year ended June 30, 2001 from
$23.5 million or 52.2% of net revenues for the year ended June 30, 2000.
Gordian royalties were $2.2 million for the years ended June 30, 2001 and 2000.
The increase in gross profit was primarily attributable to increased sales
volume of our Device Server product line, competitive pricing strategies and
cost containment initiatives offset by a one-time inventory reserve charge
related to the acquisition of Lightwave in the amount of $1.8 million.
Selling, General and Administrative
Selling, general and administrative expenses consist primarily of personnel-
related expenses including salaries and commissions, facilities expenses,
information technology, trade show expenses, advertising, and professional
fees. Selling, general and administrative expenses increased $7.3 million, or
43.3%, to $24.0 million or 43.5% of net revenues for the year ended June 30,
2001 from $16.7 million or 37.2% of net revenues for the year ended June 30,
2000. This increase is due primarily to an increase in our sales force,
including new offices in Europe and Asia and an increase in marketing and
advertising expenses to increase brand awareness. We expect selling, general
and administrative expenses in absolute dollars will continue to increase in
the foreseeable future to support the global expansion of our operations but
will decrease as a percentage of net revenues due to increased net revenues.
18
Research and Development
Research and development expenses consist primarily of salaries and the
related costs of employees, as well as expenditures to third-party vendors for
research and development activities. Research and development expenses
increased $1.3 million, or 40.6%, to $4.5 million or 8.1% of net revenues for
the year ended June 30, 2001, from $3.2 million or 7.1% of net revenues for the
year ended June 30, 2000. This increase resulted primarily from increased
headcount, expenses related to new product development and the acquisitions of
USSC and Lightwave.
Stock-based compensation
Stock-based compensation generally represents the amortization of deferred
compensation. We recorded approximately $4.2 million and $10.1 million of
deferred compensation in fiscal 2001 and 2000, respectively. Deferred
compensation represents the difference between the fair value of the underlying
common stock for accounting purposes and the exercise price of the stock
options at the date of grant. Deferred compensation is presented as a reduction
of stockholders' equity and is amortized ratably over the respective vesting
periods of the applicable options, generally four years. Stock-based
compensation increased $2.0 million or 177.6% to $3.1 million or 5.6% of net
revenues for the year ended June 30, 2001 from $1.1 million or 2.5% of net
revenues for the year ended June 30, 2000. The increase in stock-based
compensation for the year ended June 30, 2001 reflects stock options assumed in
the two purchase transactions completed during the year that were accounted for
in accordance with FASB Interpretation No. 44, Accounting for Certain
Transactions Involving Stock Compensation--An Interpretation of APB Opinion
No. 25. We expect to incur additional stock-based compensation incurred in
future periods as a result of the continued amortization of stock-based
compensation related to these purchase transactions.
Amortization of goodwill and purchased intangible assets
In connection with the two purchase transactions completed during fiscal
2001, we recorded approximately $56.6 million of goodwill and purchased
intangible assets. Goodwill is recorded as the difference, if any, between the
aggregate consideration paid for an acquisition and the fair value of the net
tangible and intangible assets acquired. We obtained independent appraisals of
the fair value of tangible and intangible assets acquired in order to allocate
the purchase price. Goodwill and purchased intangible assets are amortized on a
straight-line basis over the economic lives of the respective assets, generally
three to seven years. The amortization of goodwill and purchased intangible
assets increased $677,000 or 83.3%, to $1.5 million or 2.7% of net revenues for
the year ended June 30, 2001 from $813,000 or 1.8% of net revenues for the year
ended June 30, 2000. In addition, approximately $220,000 of amortization of
purchased intangible assets has been classified as cost of revenue for the year
ended June 30, 2001. The increase in the amortization of goodwill and purchased
intangible assets is primarily attributable to goodwill and purchased
intangible asset amortization from our acquisitions of USSC and Lightwave which
occurred in the second and fourth quarters of fiscal 2001, respectively.
In-process research and development
In-process research and development ("IPR&D") aggregated $2.6 million for
the purchase transactions completed during fiscal 2001. No amounts of IPR&D
were recorded during fiscal 2000. The amounts allocated to IPR&D were
determined through established valuation techniques in the high-technology
industry and were expensed upon acquisition as it was determined that the
underlying projects had not reached technological feasibility and no
alternative future uses existed. We expect to acquire additional IPR&D in the
future.
The fair value of the IPR&D for each of the acquisitions was determined
using the income approach. Under the income approach, the expected future cash
flows from each project under development are estimated and discounted to their
net present value at an appropriate risk-adjusted rate of return. Significant
factors
19
considered in the calculation of the rate of return are the weighted-average
cost of capital and return on assets, as well as the risks inherent in the
development process, including the likelihood of achieving technological
success and market acceptance. Each project was analyzed to determine the
unique technological innovations, the existence and reliance upon core
technology, the existence of any alternative future use or current
technological feasibility, and the complexity, cost and time to complete the
remaining development. Future cash flows for each project were estimated based
upon forecasted revenues and costs, taking into account product life cycles,
and market penetration and growth rates.
The IPR&D charge includes only the fair market value of IPR&D performed to
date. The fair value of completed technology is included in identifiable
intangible assets, and the fair values of IPR&D to be completed and future
research and development are included in goodwill. We believe the amounts
recorded as IPR&D, as well as developed technology, represent fair values and
approximate the amounts an independent party would pay for these projects.
As of the closing date of each purchase transaction, development projects
were in process. Although the costs to bring the products from the acquired
companies to technological feasibility are not expected to have a material
impact on our future results of operations or financial condition, the
development of these technologies remains a significant risk due to the
remaining effort to achieve technical viability, rapidly changing customer
markets, uncertain standards for new products and significant competitive
threats from numerous companies. The nature of the efforts to develop the
acquired technologies into commercially viable products consists principally of
planning, designing and testing activities necessary to determine that the
products can meet market expectations, including functionality and technical
requirements. Failure to bring these products to market in a timely manner
could result in loss of a market share or a lost opportunity to capitalize on
emerging markets and could have a material and adverse impact on our business
and operating results.
Interest Income (Expense), Net
Interest income (expense), net consists primarily of interest earned on
cash, cash equivalents and short-term and long-term investments. Interest
income (expense), net was $2.2 million for the year ended June 30, 2001 and
$187,000 for the year ended June 30, 2000. The increase is primarily due to
higher average investment balances for the year ended June 30, 2001, as a
result of the proceeds from our initial public offering completed August 9,
2000.
Provision (Benefit) for Income Taxes
We utilize the liability method of accounting for income taxes as set forth
in FASB Statement No. 109, Accounting for Income Taxes. Our effective tax rate
was 13.1% for the year ended June 30, 2001, and 38.1% for the year ended June
30, 2000. The federal statutory rate was 34% for both periods. Our effective
tax rate associated with the income tax benefit for the year ended June 30,
2001, was lower than the federal statutory rate primarily due to goodwill
amortization and in-process research and development costs associated with
current year acquisitions, as well as the amortization of stock-based
compensation for which no current year tax benefit was provided. Our effective
tax rate associated with the income tax expense for the year ended June 30,
2000 was higher than the statutory rate primarily due to the amortization of
stock-based compensation for which no benefit was provided, and the effects of
an unfavorable foreign tax rate variance.
Comparison of the Years Ended June 30, 2000 and 1999
Net Revenues
Net revenues increased $12.0 million, or 36.4%, to $45.0 million for the
year ended June 30, 2000 from $33.0 million for the year ended June 30, 1999.
The increase was primarily attributable to an increase in net revenues of our
Device Server products, offset by a decline in our Print Server and other
products. Device
20
Server net revenues increased $12.6 million, or 108.8%, to $24.2 million or
53.8% of net revenues for the year ended June 30, 2000 from $11.6 million or
35.2% of net revenues for the year ended June 30, 1999. A portion of this
growth resulted from the acquisition of ProNet GmbH. Multiport Device Server
net revenues increased $1.8 million, or 19.3%, to $10.9 million or 24.3% of net
revenues for the year ended June 30, 2000 from $9.1 million or 27.7% of net
revenues for the year ended June 30, 1999. Print Server and other revenues
decreased $2.4 million, or 19.5%, to $9.9 million, or 21.9% of net revenues for
the year ended June 30, 2000 from $12.2 million, or 37.1% of net revenues for
the year ended June 30, 1999.
Net revenues generated from sales in the Americas increased $8.5 million, or
39.0%, to $30.3 million or 67.3% of net revenues for the year ended June 30,
2000 from $21.8 million or 66.0% of net revenues for the year ended June 30,
1999. Our net revenues derived from customers located in Europe increased $3.1
million, or 32.9%, to $12.7 million or 28.2% of net revenues for the year ended
June 30, 2000 from $9.5 million or 28.9% of net revenues for the year ended
June 30, 1999. Our net revenues derived from customers located in other
geographic areas increased $371,000, or 22.2%, to $2.0 million or 4.5% of net
revenues for the year ended June 30, 2000 from $1.7 million or 5.1% of net
revenues for the year ended June 30, 1999.
Gross Profit
Gross profit increased by $7.3 million, or 45.3%, to $23.5 million or 52.2%
of net revenues for the year ended June 30, 2000 from $16.2 million or 49.0% of
net revenues for the year ended June 30, 1999. For the year ended June 30,
2000, the Gordian royalties were $2.2 million as compared to $2.0 million for
the year ended June 30, 1999. The increase in gross profit resulted primarily
from a change in product mix with more emphasis on our higher margin Device
Server products and a decrease in royalties as a percentage of net revenues.
Selling, General and Administrative
Selling, general and administrative expenses increased $7.6 million, or
82.5%, to $16.7 million or 37.2% of net revenues for the year ended June 30,
2000 from $9.2 million or 27.8% of net revenues for the year ended June 30,
1999. This increase is primarily due to an increase in our sales force,
including new offices in Europe and Asia, an increase in our administrative
infrastructure including key executive positions, and an investment in our
systems to support Year 2000 requirements.
Research and Development
Research and development expenses increased $571,000, or 21.8%, to $3.2
million or 7.1% of net revenues for the year ended June 30, 2000 from $2.6
million or 7.9% of net revenues for the year ended June 30, 1999. This increase
resulted primarily from increased headcount and expenses related to new product
development.
Stock-Based Compensation
Stock-based compensation increased $1.1 million. No amounts of stock-based
compensation were recorded during fiscal 1999. The increase in stock-based
compensation relates to the grant of stock options to employees where the
exercise price is less than the estimated fair value of the underlying shares
of common stock on the date of grant.
Amortization of goodwill and purchased intangible assets
The amortization of goodwill and purchased intangible assets increased
$218,000 or 36.6% to $813,000 or 1.8% of net revenues for the year ended June
30, 2000 from $595,000 or 1.8% of net revenues for the year ended June 30,
1999. The increase in the amortization of goodwill and purchased intangible
assets is primarily attributable to a full year of amortization from our
acquisition of ProNet GmbH compared to a partial year of amortization in fiscal
1999.
21
Interest and Other Income (Expense), Net
Interest and other income (expense), net was $187,000 and $151,000 for the
years ended June 30, 2000 and 1999, respectively.
Provision (Benefit) for Income Taxes
Our effective tax rate was 38.1% for the year ended June 30, 2000, and 28.3%
for the year ended June 30, 1999. The federal statutory rate was 34% for both
periods. Our effective tax rate for the year ended June 30, 2000 was higher
than the federal statutory rate primarily due to the amortization of stock-
based compensation for which a current tax benefit was not provided and due to
an unfavorable foreign tax rate variance. Our effective tax rate for the year
ended June 30, 1999, was lower than the federal statutory rate primarily due to
the reversal of the valuation allowance due to the expected recoverability of
deferred tax assets.
Liquidity and Capital Resources
Since inception, we have financed our operations through the issuance of
common stock and through net cash generated from operations. We consider all
highly liquid investments purchased with original maturities of 90 days or less
to be cash equivalents. Cash and cash equivalents consisting of money-market
funds and commercial paper totaled $15.4 million at June 30, 2001. Short-term
investments consist of investments maturing in 12 months or less and totaled
$2.0 million at June 30, 2001. Long-term investments consist of investments
maturing after 12 months and investments in two privately held companies and
totaled $2.4 million at June 30, 2001. During fiscal year 1999, we established
a $1.2 million line of credit with a German bank to fund a portion of the
acquisition of ProNet GmbH. In September 1999, we repaid all borrowings under
the line of credit.
Our operating activities used cash of $5.1 million for the year ended June
30, 2001. We incurred a net loss of $4.4 million, which includes amortization
of goodwill and purchased intangibles of $1.7 million, depreciation of
$909,000, $2.6 million of in-process research and development and $3.1 million
of stock-based compensation which was reduced by increases in accounts
receivable of $6.9 million, increases in prepaid expenses and other current
assets of $2.6 million, and an increase in accounts payable of $1.4 million.
The increase in accounts receivable was due to increased sales in the last
month of the fourth quarter of fiscal 2001 as well as slower collections from
some of our U.S. distributors and European customers. The increase in prepaid
expenses and other current assets is primarily attributable to receivables from
our contract manufacturers who purchase our raw materials. The increase in
accounts payable is primarily attributable to our increase in raw materials to
support our product demand for the last month of the year. Our operating
activities used cash of $1.6 million for the year ended June 30, 2000, and
provided cash of $5.6 million for the year ended June 30, 1999.
Our investing activities used $29.1 million of cash for the year ended June
30, 2001. We used $32.6 million of our public offering proceeds to purchase
$30.5 million of held-to-maturity investments and $2.1 million of minority
investments. We received proceeds from sale of held-to-maturity investments of
$28.5 million. We used $16.3 million of cash for the acquisitions of USSC and
Lightwave. Officer loans relate to taxes on exercised non-qualified stock
options, in the amount of $4.1 million. We also used $4.6 million of cash to
purchase property and equipment, primarily computer hardware and software of
$2.6 million pertaining to Oracle software enhancements to support our Order
Entry function, international operations and a customer resource management
software package to support our sales force. In addition, we invested $2.0
million in computer equipment, furniture and fixtures and leasehold
improvements for an office expansion project. Our investing activities used
cash of $1.6 million for the year ended June 30, 2000 and $2.9 million for the
year ended June 30, 1999. During the year ended June 30, 1999, we used $2.3
million for the acquisition of ProNet GmbH and related marketing rights.
Cash provided by financing activities was $47.7 million for the year ended
June 30, 2001, primarily related to the net proceeds from our initial public
offering in August 2000. Cash used for financing activities
22
was $702,000 for the year ended June 30, 2000, related to the repayment of a
line of credit used in the acquisition of ProNet GmbH. Cash provided by
financing activities was $1.4 million for the year ended June 30, 1999,
primarily related to borrowings on our bank line of credit related to our
acquisition.
In July 2001, the Company completed a public offering of 9,200,000 shares of
its common stock, including an underwriter's over-allotment option to purchase
an additional 1,200,000 shares, at an offering price of $8.00 per share. The
Company sold 6,000,000 shares and selling shareholders sold 2,000,000 shares of
the primary offering. Additionally, the Company sold 400,500 shares and selling
shareholders sold 133,500 shares of the over-allotment option. The Company
received net aggregate proceeds of approximately $47.8 million after deducting
underwriting discounts, commissions and offering costs.
We believe that the net proceeds from our initial public offering and
secondary offering, our existing cash and cash generated from operations will
be adequate to meet our anticipated cash needs through at least the next
12 months. Our future capital requirements will depend on many factors,
including the timing and amount of our net revenues and research and
development and infrastructure investments as well as our intentions to make
strategic acquisitions or investments in other companies, which will affect our
ability to generate additional cash. If cash generated from operations and
financing activities is insufficient to satisfy our working capital
requirements, we may need to borrow funds through bank loans, sales of
securities or other means. There can be no assurance that we will be able to
raise any such capital on terms acceptable to us if at all. If we are unable to
secure additional financing, we may not be able to develop or enhance our
products, take advantage of future opportunities, respond to competition or
continue to operate our business.
New Accounting Pronouncements
On June 29, 2001, the FASB approved the issuance of Statement No. 141,
Business Combinations ("Statement No. 141"), and Statements of Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets ("Statement
No. 142") (collectively the "Statements"). Statement No. 141 eliminates the
pooling-of-interests method of accounting for business combinations except for
qualifying business combinations that were initiated prior to July 1, 2001.
Additionally, Statement No. 141 changes the criteria to recognize intangible
assets apart from goodwill. The requirements of Statement No. 141 are effective
for any business combination accounted for by the purchase method that is
completed after June 30, 2001. Statement No. 141 supersedes APB Opinion No. 16,
Business Combinations ("APB 16"), and amends or supersedes a number of
interpretations of APB 16. Certain purchase accounting guidance in APB 16, as
well as certain of its amendments and interpretations, have been carried
forward to Statement No. 141 without the FASB's reconsideration. Statement No.
141 also supersedes, but carries forward without reconsideration, the guidance
in FASB Statement No. 38, Accounting for Preacquisition Contingencies of
Purchased Enterprises.
Statement No. 142 supersedes APB Opinion No. 17, Intangible Assets, and
carries forward its provisions related to internally developed intangible
assets without the FASB's reconsideration. Under Statement No. 142, goodwill
and indefinite-lived intangible assets are no longer amortized but are reviewed
annually, or more frequently if impairment indicators arise, for impairment.
Goodwill is required to be tested for impairment between the annual tests if an
event occurs or circumstances change that more likely than not reduce the fair
value of a reporting unit below its carrying value. An indefinite-lived
intangible asset is required to be tested for impairment between the annual
tests if an event occurs or circumstances change indicating that the asset
might be impaired. Separable intangible assets that have finite lives will
continue to be amortized over their useful lives.
The amortization provisions of Statement No. 142 apply to goodwill and
intangible assets acquired after June 30, 2001. With respect to goodwill and
intangible assets acquired prior to July 1, 2001, the amortization provisions
of Statement No. 142 are effective upon adoption of Statement No. 142. In
addition, the impairment provisions of Statement No. 142 are effective upon
adoption of Statement No. 142. Companies are required to adopt Statement No.
142 in their fiscal year beginning after December 15, 2001. Early adoption is
permitted for companies with fiscal years beginning after March 15, 2001,
provided that their first quarter financial
23
statements have not been issued. In all cases, the provisions of Statement No.
142 must be adopted as of the beginning of a fiscal year. If the Company
chooses to adopt Statement No. 141 and Statement No. 142 in fiscal 2002,
$6.6 million of goodwill and other intangibles will not be amortized during the
year ending June 30, 2002.
Risk Factors
Before deciding to invest in our company or to maintain or increase your
investment, you should carefully consider the risks described below, in
addition to the other information contained in this Report and in our other
filings with the SEC, including our subsequent reports on Forms 10-Q, 8-K and
8-K/A. The risks and uncertainties described below are not the only ones facing
our company. Additional risks and uncertainties not presently known to us or
that we currently deem immaterial may also affect our business operations. If
any of these risks actually occur, our business, financial condition or results
of operations could be seriously harmed. In that event, the market price for
our common stock could decline and you may lose all or part of your investment.
Variations in quarterly operating results, due to factors including changes in
demand for our products and changes in our mix of net revenues, could cause our
stock price to decline.
Our quarterly net revenues, expenses and operating results have varied in
the past and might vary significantly from quarter to quarter in the future. We
therefore believe that quarter-to-quarter comparisons of our operating results
are not a good indication of our future performance, and you should not rely on
them to predict our future performance or the future performance of our stock
price. Our short-term expense levels are relatively fixed and are based on our
expectations of future net revenues. If we were to experience a reduction in
net revenues in a quarter, we would likely be unable to adjust our short-term
expenditures. If this were to occur, our operating results for that quarter
would be harmed. If our operating results in future quarters fall below the
expectations of market analysts and investors, the price of our common stock
would likely fall. Other factors that might cause our operating results to
fluctuate on a quarterly basis include:
. changes in the mix of net revenues attributable to higher-margin and
lower-margin products;
. customers' decisions to defer or accelerate orders;
. variations in the size or timing of orders for our products;
. short-term fluctuations in the cost or availability of our critical
components, such as flash memory;
. changes in demand for our products generally;
. loss of significant customers;
. announcements or introductions of new products by our competitors;
. defects and other product quality problems; and
. changes in demand for devices that incorporate our connectivity
products.
24
If we make unprofitable acquisitions or are unable to successfully integrate
any future acquisitions, our business could suffer.
We have in the past and intend to continue in the future to acquire
businesses, client lists, products or technologies that we believe complement
or expand our existing business. In October 1998, we acquired ProNet GmbH, a
German supplier of industrial application Device Server technology. In December
2000, we acquired USSC, a company that provides software solutions for use in
embedded technology applications. In June 2001, we acquired Lightwave, a
company that provides console management solutions. In September 2001, we
entered into a definitive agreement with Synergetic, a provider of embedded
network communication solutions. We have also announced that we may acquire
Premise Systems, a developer of client-side software applications. Acquisitions
of this type involve a number of risks, including:
. difficulties in assimilating the operations and employees of acquired
companies;
. diversion of our management's attention from ongoing business concerns;
. our potential inability to maximize our financial and strategic position
through the successful incorporation of acquired technology and rights
into our products and services;
. additional expense associated with amortization of acquired assets;
. maintenance of uniform standards, controls, procedures and policies; and
. impairment of existing relationships with employees, suppliers and
customers as a result of the integration of new management employees.
Any acquisition or investment could result in the incurrence of debt and the
loss of key employees. Moreover, we often assume specified liabilities of the
companies we acquire. Some of these liabilities, such as environmental and tort
liabilities, are difficult or impossible to quantify. If we do not receive
adequate indemnification for these liabilities our business may be harmed. In
addition, acquisitions are likely to result in a dilutive issuance of equity
securities. For example, we issued common stock and assumed options to acquire
our common stock in connection with our acquisitions of USSC and Lightwave. We
cannot assure you that any acquisitions or acquired businesses, client lists,
products or technologies associated therewith will generate sufficient net
revenues to offset the associated costs of the acquisitions or will not result
in other adverse effects. Moreover, from time to time we may enter into
negotiations for the acquisition of businesses, client lists, products or
technologies, but be unable or unwilling to consummate the acquisition under
consideration. This could cause significant diversion of managerial attention
and out of pocket expenses to us. We could also be exposed to litigation as a
result of an unconsummated acquisition, including claims that we failed to
negotiate in good faith, misappropriated confidential information or other
claims.
In addition, from time to time we intend to invest in businesses that we
believe present attractive investment opportunities, or provide other
synergetic benefits. For example, in March 2001, we purchased 283,476 shares of
Series A Preferred Stock of Premise Systems for $2.0 million. In September
2001, we paid approximately $1.5 million to Xanboo Inc. for a note with a ten
year maturity that is convertible into equity securities of Xanboo. These
investments are speculative in nature, and there is a significant chance we
will lose part or all of our investments.
We intend to continue to devote significant resources to our research and
development which, if not successful, could cause a decline in our revenues and
could harm our business.
We intend to continue to devote significant resources to research and
development in the coming years to enhance and develop additional products. For
with a ten year maturity the years ended June 30, 2001, 2000 and 1999 we spent
$4.5 million (excluding $2.6 million of acquired in-process research and
development) $3.2 million and $2.6 million on research and development,
representing 8.1%, 7.1% and 7.9%, respectively, of our net revenues. Over the
next two years, we intend to substantially increase our research and
development expenditures, including planned increases in personnel, material
costs and depreciation resulting from higher
25
expenditures. If we are unable to develop new products as a result of this
effort, or if the products we develop are not successful, our business could be
harmed. Even if we do develop new products that are accepted by our target
markets, the net revenues from these products might not be sufficient to
justify our investment in research and development.
Net revenues from our legacy products, which include our Print Servers,
switches, hubs and other products, have decreased significantly and we expect
that net revenues from these lines of products will continue to decline in the
future as we focus our efforts on the development of other product lines.
Since 1993, net revenues from our legacy products have accounted for a
significant portion of our net revenues but have declined significantly
recently. For example, for the year ended June 30, 2001, net revenues from our
legacy products were $3.6 million or 6.5% of our net revenues, compared to $9.9
million or 21.9% of our net revenues for the year ended June 30, 2000 and $12.2
million or 37.1% or our net revenues for the year ended June 30, 1999. We
anticipate that net revenues from our legacy products will continue to decline
in the future as we plan to continue to focus on the development of our current
Device Server product line, which we introduced in mid-1998. We do not know if
this transition in product development will be successful. We do not know
whether our new product line will be accepted by our current and future target
markets to the extent we anticipate. If the expected decline in net revenues
attributable to our legacy products is not offset by increases in net revenues
from our Device Server line of products, our business would be harmed.
There is a risk that our OEM customers will develop their own internal
expertise in network-enabling products, which could result in reduced sales of
our products.
For most of our existence we primarily sold our products to VARs, system
integrators and OEMs. Although we intend to continue to use all of these sales
channels, we have begun to focus more heavily on selling our products to OEMs.
Selling products to OEMs involves unique risks, including the risk that OEMs
will develop internal expertise in network-enabling products or will otherwise
provide network functionality to their products without using our Device Server
Technology. If this were to occur, our stock price could decline in value and
you could lose part or all of your investment.
We might be unable to manage our growth, and if we cannot do so, our business
would be harmed.
Our business has grown rapidly. At June 30, 2001, we had 264 employees and
as of June 30, 2000, we had 126 employees. In addition, we have experienced
expansion in our manufacturing and shipping requirements, our product lines and
our customer base. This rapid expansion has placed significant strain on our
administrative, operational and financial resources. These changes have
increased the complexity of managing our Company. Our current systems,
management and other resources will need to grow rapidly in order to meet the
demands of any future growth. If we are unable to successfully expand and
improve our systems as required, or if we are otherwise unable to manage any
future growth, our business will be harmed.
Business interruptions, including terrorist attacks or threats of attacks, and
electrical blackouts in the state of California, could adversely affect our
business.
Our operations are vulnerable to interruption by fire, earthquake, power
loss, telecommunications failure and other events beyond our control. We do not
have a detailed disaster recovery plan. Our facilities in the State of
California may be subject to electrical blackouts as a consequence of a
shortage of available electrical power. In the event these blackouts continue
or increase in severity, they could disrupt the operations of our affected
facilities. Interruptions in business as a result of terrorist attacks or
military action could disrupt our operations in the United States and
worldwide. Disruptions could include, but are not limited to, physical damage
to our facilities, disruptions caused by trade restrictions imposed by the
United States or foreign governments, a general economic downturn in any of our
target markets or general disruption of the financial markets.
26
New product introductions and pricing strategies by our competitors could
adversely affect our ability to sell our products and could reduce our market
share or result in pressure to reduce the price of our products.
The market for our products is intensely competitive, subject to rapid
change and is significantly affected by new product introductions and pricing
strategies of our competitors. We face competition primarily from companies
that network-enable devices, companies in the automation industry and companies
with significant networking expertise and research and development resources.
Our competitors might offer new products with features or functionality that
are equal to or better than our products. In addition, since we offer an open
architecture, our customers could develop products based on our technology that
compete with our offerings. We might not have sufficient engineering staff or
other required resources to modify our products to match our competitors.
Similarly, competitive pressure could force us to reduce the price of our
products. In each case, we could lose new and existing customers to our
competition. If this were to occur, our net revenues could decline and our
business could be harmed. See "Competition".
We primarily depend on three third-party manufacturers to manufacture all of
our products, which reduces our control over the manufacturing process. If
these manufacturers are unable or unwilling to manufacture our products at the
quality and quantity we request, our business could be harmed and our stock
price could decline.
We primarily outsource all of our manufacturing to three third-party
manufacturers, APW, Inc., Irvine Electronics and Express Manufacturing. We have
only recently entered into relationships with APW, Inc. and Irvine Electronics,
and we intend to transition a significant portion of our workload to these
manufacturers during approximately the next six months. Our reliance on these
third-party manufacturers exposes us to a number of significant risks,
including:
. reduced control over delivery schedules, quality assurance,
manufacturing yields and production costs;
. lack of guaranteed production capacity or product supply; and
. reliance on third-party manufacturers to maintain competitive
manufacturing technologies.
Our agreements with these manufacturers provide for services on a purchase-
order basis. If our manufacturers were to become unable or unwilling to
continue to manufacture our products in required volumes, at acceptable
quality, quantity, yields and costs, or in a timely manner, our business would
be seriously harmed. We may also experience unforeseen problems as we attempt
to transition a significant portion of our manufacturing requirements to APW,
Inc. and Irvine Electronics. We do not have a significant operating history
with either of these entities and if these entities are unable to provide us
with satisfactory service, or we are unable to successfully complete the
transition, our operations could be interrupted. As a result, we would have to
attempt to identify and qualify substitute manufacturers, which could be time
consuming and difficult, and might result in unforeseen manufacturing and
operations problems. In addition, a natural disaster could disrupt our
manufacturers' facilities and could inhibit our manufacturers' ability to
provide us with manufacturing capacity on a timely basis, or at all. If this
were to occur, we likely would be unable to fill customers' existing orders or
accept new orders for our products. The resulting decline in net revenues would
harm our business. In addition, we are responsible for forecasting the demand
for our individual products by regional location. These forecasts are used by
our contract manufacturers to procure raw materials and manufacture our
finished goods. If we forecast demand too high, we may invest too much cash in
inventory and we may be forced to take a write-down of our inventory balance,
which would reduce our earnings. If our forecast is too low for one or more
products, we may be required to pay expedite charges which would increase our
cost of sales or we may be unable to fulfill customer orders thus reducing net
revenues and therefore earnings.
27
Inability or delays in deliveries from our component suppliers could damage our
reputation and could cause our net revenues to decline and harm our results of
operations.
Our contract manufacturers and we are responsible for procuring raw
materials for our products. Our products incorporate components or technologies
that are only available from single or limited sources of supply. In
particular, some of our integrated circuits are available from a single source.
From time to time in the past, integrated circuits we use in our products have
been phased out of production. When this happens, we attempt to purchase
sufficient inventory to meet our needs until a substitute component can be
incorporated into our products. Nonetheless, we might be unable to purchase
sufficient components to meet our demands, or we might incorrectly forecast our
demands, and purchase too many or too few components. In addition, our products
use components that have in the past been subject to market shortages and
substantial price fluctuations. For example, the price of flash memory, a
component used in our products, has fluctuated significantly. From time to
time, we have been unable to meet our orders because we were unable to purchase
necessary components for our products. We rely on a number of different
component suppliers. Because we do not have long-term supply arrangements with
any vendor to obtain necessary components or technology for our products, if we
are unable to purchase components from these suppliers, product shipments could
be prevented or delayed, which could result in a loss of sales. If we are
unable to meet existing orders or to enter into new orders because of a
shortage in components, we will likely lose net revenues and risk losing
customers and harming our reputation in the marketplace.
If a major customer cancels, reduces, or delays purchases, our net revenues
might decline and our business could be adversely affected.
For the year ended June 30, 2001, our two largest customers, each of whom
are distributors, accounted for 26.3% of our net revenues. Our top five
customers accounted for 40.8% and our top ten customers accounted for 48.5% of
our net revenues for the year ended June 30, 2001. Ingram Micro, a domestic
distributor, accounted for 15.1% of our net revenues for the year ended June
30, 2001. transtec AG, a major international customer, accounted for 11.2% of
our net revenues as well as a significant portion of our accounts receivable
for the year ended June 30, 2001. Bernhard Bruscha, our Chairman of the Board,
is the majority stockholder and Chief Executive Officer of transtec AG. The
number and timing of sales to our distributors have been difficult for us to
predict. For the year ended June 30, 2001, large individual sales to the
distributors, as well as sales to other customers, have occurred in the last
weeks or even days of a quarter, which has resulted in a substantial portion of
the net revenues for that quarter being realized in the last month of the
quarter. The loss or deferral of one or more significant sales in a quarter
could harm our operating results. We have in the past, and might in the future,
lose one or more major customers. If we fail to continue to sell to our major
customers in the quantities we anticipate, or if any of these customers
terminate our relationship, our reputation, the perception of our products and
technology in the marketplace and the growth of our business could be harmed.
The demand for our products from our OEM, VAR and systems integrator customers
depends primarily on their ability to successfully sell their products that
incorporate our Device Server Technology. Our sales are usually completed on a
purchase order basis and we have no long-term purchase commitments from our
customers.
Our future success also depends on our ability to attract new customers,
which often involves an extended process. The sale of our products often
involves a significant technical evaluation, and we often face delays because
of our customers' internal procedures used to evaluate and deploy new
technologies. For these and other reasons, the sales cycle associated with our
products is typically lengthy, often lasting six to nine months and sometimes
longer. Therefore, if we were to lose a major customer, we might not be able to
replace the customer on a timely basis or at all. This would cause our net
revenues to decrease and could cause the price of our stock to decline.
The average selling prices of our products might decrease, which could reduce
our gross margins.
In the past, we have experienced some reduction in the average selling
prices of products and we expect that this will continue for our products as
they mature. For example, for the year ended June 30, 2001 over the
28
year ended June 30, 2000 embedded Device Servers' average selling prices have
decreased 20.4%, external Device Servers' average selling prices have decreased
11.3% and Print Server average selling prices have decreased 5.4%. In the
future, we expect competition to increase, and we anticipate this could result
in additional pressure on our pricing. In addition, our average selling prices
for our products might decline as a result of other reasons, including
promotional programs and customers who negotiate price reductions in exchange
for longer-term purchase commitments. Average selling prices and gross margins
for our products also might decline as the products mature in their life
cycles. In addition, we might not be able to increase the price of our products
in the event that the price of components or our overhead costs increase. If
this were to occur, our gross margins would decline.
We might become involved and are currently involved in litigation over
proprietary rights, which could be costly and time consuming.
Substantial litigation regarding intellectual property rights exists in our
industry. There is a risk that third-parties, including current and potential
competitors, current developers of our intellectual property, our manufacturing
partners, or parties with which we have contemplated a business combination
will claim that our products, or our customers' products, infringe on their
intellectual property rights or that we have misappropriated their intellectual
property. In addition, software, business processes and other property rights
in our industry might be increasingly subject to third-party infringement
claims as the number of competitors grows and the functionality of products in
different industry segments overlaps. Other parties might currently have, or
might eventually be issued, patents that infringe on the proprietary rights we
use. Any of these third parties might make a claim of infringement against us.
From time to time we have received letters claiming that our products
infringe upon patents or other intellectual property of third-parties. On July
3, 2001, Digi International, Inc. filed a complaint against us in the United
States District Court for the District of Minnesota claiming patent infringment
and alleging that certain of our Multiport Device Servers, specifically our ETS
line of products, when coupled with a device driver called the Comm Port
Redirector, infringe upon U.S. Patent No. 6,047,319 owned by Digi. Digi alleges
that Lantronix has willfully and intentionally infringed Digi's patent, and its
complaint seeks injunctive relief as well as unspecified damages, treble
damages, attorneys fees, interest and costs. On August 17, 2001, Lantronix
filed its answer to the complaint, asserting affirmative defenses, and
counterclaiming for a declaratory judgment that the patent in issue is invalid.
Lantronix believes that a pre-trial conference will take place before November
30, 2001, however, to date, discovery has not begun and a trial date has not
been set. Based on the facts known to date, Lantronix believes that the claims
are without merit and intends to vigorously defend this suit.
Although we believe that the claims or any litigation arising therefrom will
have no material impact on us or our business, the litigation is in the
preliminary stage, and we cannot predict its outcome with certainty. The
litigation process is inherently uncertain and we may not prevail. Patent
litigation is particularly complex and can extend for a protracted time, which
can substantially increase the cost of such litigation. The Digi litigation
will likely divert the efforts and attention of some of our key management and
technical personnel. Should the outcome of the litigation be adverse to us, we
would be required to pay monetary damages to Digi and we could be enjoined from
selling those of our products found to infringe Digi's patent unless and until
we are able to negotiate a license from Digi which may not be available on
acceptable terms or at all. If we are required to pay significant monetary
damages, are enjoined from selling any of our products or are required to make
substantial royalty payments pursuant to any such license agreement, our
business would be harmed. This litigation, or other similar litigation brought
by us or others, could result in the expenditure of significant financial
resources and the diversion of management's time and efforts.
In addition, from time to time we could encounter other disputes over rights
and obligations concerning intellectual property. We cannot assume that we will
prevail in intellectual property disputes regarding infringement,
misappropriation or other disputes. Litigation in which we are accused of
infringement or misappropriation might cause a delay in the introduction of new
products, require us to develop non-infringing
29
technology, require us to enter into royalty or license agreements, which might
not be available on acceptable terms, or at all, or require us to pay
substantial damages, including treble damages if we are held to have
willfully infringed. In addition, we have obligations to indemnify certain of
our customers under some circumstances for infringement of third-party
intellectual property rights. If any claims from third-parties were to require
us to indemnify customers under our agreements, the costs could be substantial,
and our business could be harmed. If a successful claim of infringement were
made against us and we could not develop non-infringing technology or license
the infringed or similar technology on a timely and cost-effective basis, our
business could be significantly harmed.
Because we are dependent on international sales for a substantial amount of our
net revenues, we face the risks of international business and associated
currency fluctuations, which might adversely affect our operating results.
Net revenues from international sales represented 32.3% of net revenues for
the year ended June 30, 2001 and 32.7% of net revenues for the year ended June
30, 2000. Net revenues from Europe represented 28.5% of our net revenues for
the year ended June 30, 2001 and 28.2% for the year ended June 30, 2000.
We expect that international revenues will continue to represent a
significant portion of our net revenues in the foreseeable future. Doing
business internationally involves greater expense and many additional risks.
For example, because the products we sell abroad and the products and services
we buy abroad are priced in foreign currencies, we are affected by fluctuating
exchange rates. In the past, we have from time to time lost money because of
these fluctuations. We might not successfully protect ourselves against
currency rate fluctuations, and our financial performance could be harmed as a
result. In addition, we face other risks of doing business internationally,
including:
. unexpected changes in regulatory requirements, taxes, trade laws and
tariffs;
. reduced protection for intellectual property rights in some countries;
. differing labor regulations;
. compliance with a wide variety of complex regulatory requirements;
. changes in a country's or region's political or economic conditions;
. greater difficulty in staffing and managing foreign operations; and
. increased financial accounting and reporting burdens and complexities.
Our international operations require significant attention from our
management and substantial financial resources. We do not know whether our
investments in other countries will produce desired levels of net revenues or
profitability.
Our executive officers and technical personnel are critical to our business,
and without them we might not be able to execute our business strategy.
Our financial performance depends substantially on the performance of our
executive officers and key employees. We are dependent in particular on
Frederick G. Thiel, who serves as our President and Chief Executive Officer,
and Steven V. Cotton, who serves as our Chief Operating Officer and Chief
Financial Officer. We are also dependent upon our technical personnel, due to
the specialized technical nature of our business. If we lose the services of
Mr. Thiel, Mr. Cotton or any of our key personnel and are not able to find
replacements in a timely manner, our business could be disrupted, other key
personnel might decide to leave, and we might incur increased operating
expenses associated with finding and compensating replacements.
30
We might be unable to hire and retain the skilled personnel necessary to
develop our operations, sales, technical and support capabilities in order to
continue to grow, which could harm our business.
Our business cannot continue to grow if we do not hire and retain qualified
technical personnel. Competition for these individuals is intense, and we might
not be able to attract, assimilate or retain highly qualified technical
personnel in the future. In addition, we need to continue to hire and retain
operations, sales and support personnel. Our failure to attract and retain
highly trained personnel in these areas might limit the rate at which we can
develop, which would harm our business.
The market for our products is new and rapidly evolving. If we are not able to
develop or enhance our products to respond to changing market conditions, our
net revenues will suffer.
Our future success depends in large part on our ability to continue to
enhance existing products, lower product cost and develop new products that
maintain technological competitiveness. The demand for network-enabled products
is relatively new and can change as a result of innovations or changes. For
example, industry segments might adopt new or different standards, giving rise
to new customer requirements. Any failure by us to develop and introduce new
products or enhancements directed at new industry standards could harm our
business, financial condition and results of operations. These customer
requirements might or might not be compatible with our current or future
product offerings. We might not be successful in modifying our products and
services to address these requirements and standards. For example, our
competitors might develop competing technologies based on Internet Protocols,
Ethernet Protocols or other protocols that might have advantages over our
products. If this were to happen, our net revenue might not grow at the rate we
anticipate, or could decline.
Undetected product errors or defects could result in loss of net revenues,
delayed market acceptance and claims against us.
We currently offer warranties ranging from 90 days to five years on each of
our products. Our products could contain undetected errors or defects. If there
is a product failure, we might have to replace all affected products without
being able to book revenue for replacement units, or we may have to refund the
purchase price for the units. Because of our recent introduction of our line of
Device Servers, we do not have a long history with which to assess the risks of
unexpected product failures or defects for this product line. Regardless of the
amount of testing we undertake, some errors might be discovered only after a
product has been installed and used by customers. Any errors discovered after
commercial release could result in loss of net revenues and claims against us.
Significant product warranty claims against us could harm our business,
reputation and financial results and cause the price of our stock to decline.
Our intellectual property protection might be limited.
We do not rely on patents to protect our proprietary rights. We do rely on a
combination of laws, such as copyright, trademark and trade secret laws, and
contractual restrictions, such as confidentiality agreements and licenses, to
establish and protect our proprietary rights. Despite any precautions that we
have taken:
. laws and contractual restrictions might not be sufficient to prevent
misappropriation of our technology or deter others from developing
similar technologies;
. other companies might claim common law trademark rights based upon use
of marks that precede the registration of our marks;
. policing unauthorized use of our products and trademarks is difficult,
expensive and time-consuming, and we might be unable to determine the
extent of this unauthorized use;
. current federal laws that prohibit software copying provide only limited
protection from software "pirates"; and
. the companies we acquire may not have taken similar precautions to
protect their proprietary rights.
31
Also, the laws of other countries in which we market our products might
offer little or no effective protection of our proprietary technology. Reverse
engineering, unauthorized copying or other misappropriation of our proprietary
technology could enable third parties to benefit from our technology without
paying us for it, which could significantly harm our business.
If our agreement with Gordian, Inc. is terminated, we could lose the rights to
valuable intellectual property.
Pursuant to an agreement dated February 29, 1989 between us and Gordian,
Inc., Gordian developed intellectual property used in our Micro Serial Server,
or MSS, Print Servers and ETS and LRS lines of Multiport Device Server
products. These products represent a substantial portion of our net revenues.
Under the terms of this agreement Gordian owns the rights to the intellectual
property developed by it but has agreed that for the term of the agreement it
will not develop products for any other party that will directly compete with a
product Gordian developed for us. The agreement with Gordian currently provides
that we are required to pay royalties based on the gross margin of products
sold under the agreement. We paid Gordian $2.2 million for each of the years
ended June 30, 2001 and 2000. In the event that the Gordian agreement is
terminated, we could lose our rights to the intellectual property developed
under the Gordian agreement and this might prevent us from marketing some or
all of our MSS line of products in the future. If the Gordian contract is
cancelled, we could lose customers and net revenues, which would harm our
business.
Stock-based compensation will negatively affect our operating results.
We have recorded deferred compensation in connection with the grant of stock
options to employees where the option exercise price is less than the estimated
fair value of the underlying shares of common stock as determined for financial
reporting purposes. We have recorded deferred compensation net of forfeitures
within stockholders' equity of $14.2 million at June 30, 2001, which is being
amortized over the vesting period of the related stock options, which is
generally four years. A balance of $10.0 million remains at June 30, 2001 and
will be amortized as follows: $3.0 million in fiscal 2002, $3.0 million in
fiscal 2003, $2.5 million in fiscal 2004, $1.4 million in fiscal 2005, and
$153,000 in fiscal 2006.
The amount of stock-based compensation in future periods will increase if we
grant stock options where the exercise price is less than the quoted market
price of the underlying shares. The amount of stock-based compensation
amortization in future periods could decrease if options for which accrued, but
unvested deferred compensation has been recorded are forfeited.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Our exposure to market risk for changes in interest rates relates primarily
to our investment portfolio. We do not use derivative financial instruments for
speculative or trading purposes. We place our investments in instruments that
meet high credit quality standards, as specified in our investment policy.
Information relating to quantitative and qualitative disclosure about market
risk is set forth below and in "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital
Resources."
Interest Rate Risk
Our exposure to interest rate risk is limited to the exposure related to our
cash and cash equivalents and our credit facilities, which is tied to market
interest rates. As of June 30, 2001, we had cash and cash equivalents of $15.4
million, which consisted of cash and short-term investments with original
maturities of 90 days or less, both domestically and internationally. We
believe our short-term investments will decline in value by an insignificant
amount if interest rates increase, and therefore would not have a material
effect on our financial condition or results of operations.
32
Foreign Currency Risk
We sell products internationally. As a result, our financial results could
be harmed by factors such as changes in foreign currency exchange rates or weak
economic conditions in foreign markets.
Investment Risk
As of June 30, 2001, we have invested $2.5 million in two privately held
companies, both of which can still be considered in the start-up or development
stages. These investments are inherently risky as the market for the
technologies or products they have under development are typically in the early
stages and may never materialize. We could lose our entire initial investment
in these companies.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data required by this item are
included in Part IV, Item 14 of this Form 10-K and are presented beginning on
page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
33
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) The information regarding Directors appearing under the caption "Election
of Directors" in the Company's Proxy Statement related to the Annual
Meeting of Stockholders to be held on November 9, 2001, is incorporated
herein by reference. The information with respect to executive officers
appears in Part I of this Form 10-K.
(b) The information appearing under the caption "Compliance with Section 16 of
the Securities Exchange Act of 1934" in the Company's Proxy Statement
related to the Annual Meeting of Stockholders to be held November 9, 2001,
is incorporated herin by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information appearing under the caption "Executive Compensation and
Related Information" in the Company's Proxy Statement related to the Annual
Meeting of Stockholders to be held on November 9, 2001, is incorporated herein
by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information appearing under the captions "Election of Directors" and
"Security Ownership of Certain Beneficial Owners and Management" in the
Company's Proxy Statement related to the Annual Meeting of Stockholders to be
held on November 9, 2001, is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information appearing under the caption "Security Ownership of Certain
Beneficial Owners and Management" and "Executive Compensation and Related
Information" in the Company's Proxy Statement related to the Annual Meeting of
Stockholders to be held on November 9, 2001, is incorporated herein by
reference.
34
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Consolidated Financial Statements.
Page
----------
Report of Independent Auditors..................................... F-1
Consolidated Balance Sheets as of June 30, 2001 and 2000........... F-2
Consolidated Statements of Operations for the years ended June 30,
2001, 2000 and 1999............................................... F-3
Consolidated Statements of Stockholders' Equity for the years ended
June 30, 2001, 2000 and 1999...................................... F-4
Consolidated Statements of Cash Flows for the years ended June 30,
2001, 2000 and 1999............................................... F-5
Notes to Consolidated Financial Statements......................... F-6 - F-22
2. Financial Statement Schedules
The following financial statement schedule of the Company is filed as part
of this Form 10-K. All other schedules have been omitted because they are not
applicable, not required, or the information is included in the consolidated
financial statements or notes thereto.
Page
----------
(1) Report of Independent Auditors on Financial Statement
Schedule.......................................................... S-1
(2) Schedule II--Consolidated Valuation and Qualifying Accounts.... S-2
3. Exhibits
The exhibits listed on the accompanying index to exhibits immediately
following the financial statements are filed as part of, or hereby
incorporated by reference into, this Form 10-K.
(b) Reports on Form 8-K.
The Company filed the following current reports on Form 8-K during the
quarter ended June 30, 2001:
Form 8-K filed on April 5, 2001 reporting its investment in Premise
Systems, Inc. and agreement to acquire Premise Systems, Inc. (Item 5).
Form 8-K filed on June 7, 2001 reporting its acquisition of Lightware
Communications, Inc. (Items 2 and 7).
35
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Lantronix, Inc.
We have audited the accompanying consolidated balance sheets of Lantronix,
Inc. as of June 30, 2001 and 2000, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the three years in
the period ended June 30, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Lantronix,
Inc. at June 30, 2001 and 2000, and the consolidated results of its operations
and its cash flows for each of the three years in the period ended June 30,
2001, in conformity with accounting principles generally accepted in the United
States.
/s/ Ernst & Young LLP
Orange County, California
August 8, 2001, except for
Note 10 as to which the date
is September 28, 2001
F-1
LANTRONIX, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
June 30,
-----------------
2001 2000
-------- -------
ASSETS
------
Current assets:
Cash and cash equivalents................................. $ 15,367 $ 1,988
Short-term investments.................................... 1,973 --
Accounts receivable (net of allowance for doubtful
accounts of $405 and $159 at June 30, 2001 and 2000,
respectively)............................................ 14,175 5,861
Related party receivable.................................. 1,804 211
Inventories............................................... 10,788 5,385
Deferred income taxes..................................... 2,231 1,425
Prepaid income taxes...................................... 973 1,639
Prepaid expenses and other current assets................. 3,805 1,193
-------- -------
Total current assets.................................... 51,116 17,702
Property and equipment, net................................. 5,492 1,348
Goodwill and other purchased intangible assets, net......... 55,601 586
Long-term investments....................................... 2,424 500
Officer loans............................................... 4,131 --
Other assets................................................ 780 74
-------- -------
Total assets............................................ $119,544 $20,210
======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable.......................................... $ 5,698 $ 3,197
Accrued payroll and related expenses...................... 1,243 764
Accrued commissions payable............................... -- 865
Accrued warranty costs.................................... 562 545
Accrued acquisition costs................................. 840 --
Other current liabilities................................. 2,340 1,289
-------- -------
Total current liabilities............................... 10,683 6,660
Deferred income taxes....................................... 5,895 1,003
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.0001 par value; 5,000,000 shares
authorized; none issued and outstanding.................. -- --
Common stock, $0.0001 par value; 200,000,000 shares
authorized; 43,301,803 and 29,803,232 shares issued and
outstanding at June 30, 2001 and 2000, respectively 4 3
Additional paid-in capital................................ 109,871 13,221
Notes receivable from officers............................ (790) (152)
Deferred compensation..................................... (10,020) (8,942)
Retained earnings......................................... 4,052 8,427
Accumulated other comprehensive loss...................... (151) (10)
-------- -------
Total stockholders' equity.............................. 102,966 12,547
-------- -------
Total liabilities and stockholders' equity.............. $119,544 $20,210
======== =======
See accompanying notes.
F-2
LANTRONIX, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Years ended June 30,
-------------------------
2001 2000 1999
------- ------- -------
Net revenues(A)..................................... $55,198 $44,975 $32,980
Cost of revenues(B) (C)............................. 26,582 21,500 16,824
------- ------- -------
Gross profit........................................ 28,616 23,475 16,156
------- ------- -------
Operating expenses:
Selling, general and administrative(C)............ 23,998 16,744 9,173
Research and development(C)....................... 4,478 3,186 2,615
Stock-based compensation(C)....................... 3,106 1,119 --
Amortization of goodwill.......................... 800 -- --
Amortization of purchased intangible assets....... 690 813 595
In-process research and development............... 2,596 -- --
------- ------- -------
Total operating expenses............................ 35,668 21,862 12,383
------- ------- -------
Income (loss) from operations....................... (7,052) 1,613 3,773
Minority interest................................... -- (49) (30)
Interest income (expense), net...................... 2,182 187 151
Other income (expense), net......................... (167) (47) (10)
------- ------- -------
Income (loss) before income taxes................... (5,037) 1,704 3,884
Provision (benefit) for income taxes................ (662) 649 1,098
------- ------- -------
Net income (loss)................................... $(4,375) $ 1,055 $ 2,786
======= ======= =======
Basic earnings (loss) per share..................... $ (0.12) $ 0.04 $ 0.10
======= ======= =======
Diluted earnings (loss) per share................... $ (0.12) $ 0.03 $ 0.10
======= ======= =======
Weighted average shares basic....................... 36,946 29,274 26,977
======= ======= =======
Weighted average shares diluted..................... 36,946 34,178 28,880
======= ======= =======
(A) Includes revenues from related parties.......... $ 6,177 $ 3,226 $ 3,753
======= ======= =======
(B) Cost of revenues includes the following:
Amortization of purchased intangible assets..... $ 220 $ -- $ --
======= ======= =======
(C) Excludes stock-based compensation as follows:
Cost of revenues................................ $ 87 $ 26 $ --
Selling, general and administrative expenses.... 2,589 1,025 --
Research and development expenses............... 430 68 --
------- ------- -------
$ 3,106 $ 1,119 $ --
======= ======= =======
See accompanying notes.
F-3
LANTRONIX, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share data)
Notes Accumulated
Common Stock Additional Receivable Other Total
----------------- Paid-In From Deferred Retained Comprehensive Stockholders'
Shares Amount Capital Officers Compensation Earnings Loss Equity
---------- ------ ---------- ---------- ------------ -------- ------------- -------------
Balance at June 30,
1998................... 25,209,028 $ 3 $ 2,339 $ -- $ -- $4,586 $ -- $ 6,928
Sale of common stock... 3,522,004 -- 602 -- -- -- -- 602
Stock options
exercised............. 14,480 -- 3 -- -- -- -- 3
Components of
comprehensive income:
Translation
adjustment.......... -- -- -- -- -- -- (7) (7)
Net income........... -- -- -- -- -- 2,786 -- 2,786
--------
Comprehensive income... 2,779
---------- --- -------- ----- -------- ------ ----- --------
Balance at June 30,
1999................... 28,745,512 3 2,944 -- -- 7,372 (7) 10,312
Stock options
exercised............. 1,057,720 -- 64 -- -- -- -- 64
Deferred compensation
related to grant of
stock options......... -- -- 10,061 -- (10,061) -- -- --
Stock-based
compensation.......... -- -- -- -- 1,119 -- -- 1,119
Notes receivable
issued to officers
for stock purchase.... -- -- 152 (152) -- -- -- --
Components of
comprehensive income:
Translation
adjustment.......... -- -- -- -- -- -- (3) (3)
Net income........... -- -- -- -- -- 1,055 -- 1,055
--------
Comprehensive income... 1,052
---------- --- -------- ----- -------- ------ ----- --------
Balance at June 30,
2000................... 29,803,232 3 13,221 (152) (8,942) 8,427 (10) 12,547
Issuance of common
stock in initial
public offering....... 6,000,000 1 53,706 -- -- -- -- 53,707
Stock options
exercised............. 1,450,656 -- 689 -- -- -- -- 689
Deferred compensation
related to grant of
stock options......... -- -- 4,184 -- (4,184) -- -- --
Stock-based
compensation.......... -- -- -- -- 3,106 -- -- 3,106
Notes receivable
issued to officers
for stock purchase.... 1,965,498 -- 670 (670) -- -- -- --
Purchase
transactions.......... 4,082,417 -- 37,401 -- -- -- -- 37,401
Payments on notes
receivable from
officers.............. -- -- -- 32 -- -- -- 32
Components of
comprehensive loss:
Translation
adjustment.......... -- -- -- -- -- -- (9) (9)
Change in net
unrealized loss on
investment.......... -- -- -- -- -- -- (132) (132)
Net loss............. -- -- -- -- -- (4,375) -- (4,375)
--------
Comprehensive loss..... (4,516)
---------- --- -------- ----- -------- ------ ----- --------
Balance at June 30,
2001................... 43,301,803 $ 4 $109,871 $(790) $(10,020) $4,052 $(151) $102,966
========== === ======== ===== ======== ====== ===== ========
See accompanying notes.
F-4
LANTRONIX, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Years ended June 30,
--------------------------
2001 2000 1999
-------- ------- -------
Cash flows from operating activities:
Net income (loss)................................ $ (4,375) $ 1,055 $ 2,786
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation..................................... 909 502 378
Amortization of goodwill and purchased intangible
assets.......................................... 1,710 813 595
Stock-based compensation......................... 3,106 1,119 --
Loss on disposal of assets....................... 25 -- 3
Provision for doubtful accounts.................. 108 1 (136)
In-process research and development.............. 2,596 -- --
Deferred income taxes............................ (1,024) 798 (158)
Changes in operating assets and liabilities, net
of effect from acquisitions:
Accounts receivable............................. (6,879) (1,759) 93
Inventories..................................... (450) (2,079) (592)
Prepaid income taxes............................ 666 (2,222) 46
Prepaid expenses and other current assets....... (2,568) (942) 111
Other assets.................................... (737) 19 (76)
Accounts payable................................ 1,429 650 1,002
Other current liabilities....................... 530 415 1,513
Minority interest............................... -- 48 30
-------- ------- -------
Net cash provided by (used in) operating
activities................................... (4,954) (1,582) 5,595
-------- ------- -------
Cash flows from investing activities:
Purchases of property and equipment, net......... (4,632) (942) (543)
Purchases of held-to-maturity investments........ (30,470) -- --
Purchases of minority investments................ (2,136) (500) --
Proceeds from sale of held-to-maturity
investments..................................... 28,497 -- --
Officer loans.................................... (4,131) -- --
Acquisition of businesses, net of cash acquired.. (16,464) (116) (2,349)
-------- ------- -------
Net cash used in investing activities......... (29,336) (1,558) (2,892)
-------- ------- -------
Cash flows from financing activities:
Net proceeds from initial public offering of
common stock.................................... 53,707 -- --
Net proceeds from issuances of common stock...... 689 64 605
Proceeds from repayment of notes receivable from
officers........................................ 32 -- --
Payments on debt obligations..................... (6,750) (766) 766
-------- ------- -------
Net cash provided by (used in) financing
activities................................... 47,678 (702) 1,371
-------- ------- -------
Effect of exchange rates on cash................... (9) (3) --
-------- ------- -------
Net increase (decrease) in cash.................... 13,379 (3,845) 4,074
Cash and cash equivalents at beginning of year..... 1,988 5,833 1,759
-------- ------- -------
Cash and cash equivalents at end of year........... $ 15,367 $ 1,988 $ 5,833
======== ======= =======
Supplemental disclosure of cash flow information:
Interest paid.................................... $ 8 $ 5 $ 23
Income taxes paid................................ $ 276 $ 1,828 $ 781
See accompanying notes.
F-5
LANTRONIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001
1. Summary of Significant Accounting Policies
The Company
Lantronix, Inc. (the "Company"), incorporated in California in June 1989 and
re-incorporated in the State of Delaware in July 2000, is engaged primarily in
the design and distribution of networking and Internet connectivity products on
a worldwide basis. The actual assembly and a significant portion of the
engineering of the Company's products is outsourced to third parties.
Basis of Presentation
The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany transactions
and balances have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. The industry in which the Company operates
is characterized by rapid technological change and short product life cycles.
As a result, estimates are required to provide for doubtful accounts, product
returns, product obsolescence and warranty returns, as well as other matters.
Historically, amounts incurred under these programs have not varied
significantly from estimated amounts. However, future results may differ from
current estimates.
Revenue Recognition
Revenue is generally recognized upon product shipment. The Company grants
certain distributors limited rights to return products and provides price
protection for inventories held by resellers at the time of published price
reductions. The Company establishes an estimated allowance for future product
returns based on historical returns experience when the related revenue is
recorded and provides for appropriate price protection reserves when pricing
adjustments are approved. Revenue from licensed software is recognized at the
time of shipment, provided the Company has vendor-specific objective evidence
of the fair value of each element of the software offering and collectibility
is probable. Revenue from post-contract customer support and any other future
deliverables is deferred and recognized over the support period or as contract
elements are delivered.
Concentration of Credit Risk
The Company's accounts receivable are derived from revenues earned from
customers located primarily in the United States and Europe. The Company
performs ongoing credit evaluations of its customers' financial condition and
maintains allowances for potential credit losses. Credit losses have
historically been within management's expectations. The Company generally does
not require collateral or other security from its customers.
Fair Value of Financial Instruments
The Company's financial instruments consist principally of cash and cash
equivalents, short-term and long-term investments, accounts receivable,
accounts payable and accrued liabilities. The Company believes all of the
financial instruments' recorded values approximate current values.
F-6
LANTRONIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
June 30, 2001
Foreign Currency Translation
The financial statements of foreign subsidiaries whose functional currency
is not the U.S. dollar have been translated to U.S. dollars in accordance with
Financial Accounting Standards Board ("FASB") Statement No. 52, Foreign
Currency Translation. Foreign currency assets and liabilities are remeasured
into U.S. dollars at the end-of-period exchange rates. Revenues and expenses
are translated at average exchange rates in effect during each period, except
for those expenses related to balance sheet amounts, which are translated at
historical exchange rates. Exchange gains and losses from foreign currency
translations are reported as a component of accumulated other comprehensive
loss within stockholders' equity. Exchange gains and losses from foreign
currency transactions are recognized in the consolidated statement of
operations and historically have not been material.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash and short-term investments with
original maturities of ninety days or less.
Investments
The Company accounts for its investments in debt and equity securities under
FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity
Securities. Management determines the appropriate classification of such
securities at the time of purchase and reevaluates such classification as of
each balance sheet date. Debt securities, which are classified as held-to-
maturity, are stated at cost, adjusted for amortization of premiums and
discounts to maturity. Realized gains and losses and declines in value judged
to be other than temporary are determined based on the specific identification
method and are reported in the statement of operations.
The Company also has certain other minority investments in nonpublic
companies for the promotion of business and strategic objectives. In March
2001, the Company purchased 283,476 shares of Series A Preferred Stock of
Premise Systems, Inc., or approximately 19.9% of its capital stock, for an
aggregate purchase price of $2.0 million. Premise Systems is a developer of
client-side software applications. Concurrently the Company entered into an
agreement to acquire all of the remaining equity securities of Premise Systems
upon its first bona fide shipment of building automation software. If this does
not to occur prior to March 21, 2002, neither the Company nor Premise Systems
will be obligated to consummate the merger. This milestone has not been met as
of the date of this filing, and the Company cannot predict at this time when or
whether the acquisition would be completed. In the event the Company does
acquire Premise Systems, it will be obligated to issue up to 1,150,000 shares
of our common stock. Total investments, net of goodwill amortization, and the
Company's share of Premise's annual operating results, aggregate to $2.4
million at June 30, 2001, are included in long-term investments on the
Company's balance sheet and are carried at fair value or cost, as appropriate.
The Company monitors these investments for impairment and makes appropriate
reductions in carrying values when necessary.
Property and Equipment
Property and equipment are carried at cost. Depreciation is provided using
the straight-line method over the assets' estimated useful lives ranging from
three to seven years.
F-7
LANTRONIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
June 30, 2001
Capitalized Internal Use Software Costs
The Company capitalizes the costs of computer software developed or obtained
for internal use in accordance with Statement of Position 98-1, Accounting for
the Costs of Computer Software Developed or Obtained for Internal Use.
Capitalized computer software costs consist of purchased software licenses and
implementation costs. Costs capitalized at June 30, 2001 of $2,647,000 are
included in computer and office equipment in the accompanying consolidated
balance sheet. The capitalized software costs are being amortized on a
straight-line basis over a period of three years. Amortization for the year
ended June 30, 2001 totaled $221,000. No amortization has been charged for the
years ended June 30, 2000 and 1999.
Goodwill and Purchased Intangible Assets
Goodwill is recorded as the difference, if any, between the aggregate
consideration paid for an acquisition and the fair value of the net tangible
and intangible assets acquired. Goodwill and purchased intangible assets are
amortized on a straight-line basis over the economic lives of the respective
assets, generally three to seven years. Other purchased intangible assets
include items such as assembled workforce, existing technology, customer lists
and tradenames/trademarks.
Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets.
Income Taxes
Income taxes are computed under the liability method. This method requires
the recognition of deferred tax assets and liabilities for temporary
differences between the financial reporting basis and the tax basis of the
Company's assets and liabilities. The impact on deferred taxes of changes in
tax rates and laws, if any, are applied to the years during which temporary
differences are expected to be settled and are reflected in the consolidated
financial statements in the period of enactment.
Stock-Based Compensation
The Company accounts for stock-based awards to employees in accordance with
Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
to Employees ("APB 25"), and related interpretations, and has adopted the
disclosure-only alternative of FASB Statement No. 123, Accounting for Stock-
Based Compensation ("Statement No. 123"). Options granted to non-employees, as
defined, have been accounted for at fair market value in accordance with
Statement No. 123.
The Company also complies with FASB Interpretation No. 44, Accounting for
Certain Transactions Involving Stock Compensation--An Interpretation of APB
Opinion No. 25 ("FIN 44") which was issued in March 2000. FIN 44 clarifies the
definition of an employee for purposes of applying APB 25, the criteria for
determining whether a plan qualifies as a noncompensatory plan, the accounting
consequence of various modifications to the terms of a previously fixed stock
option or award, and the accounting for an exchange of
F-8
LANTRONIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
June 30, 2001
stock compensation awards in a business combination. FIN 44 was effective July
1, 2000 but certain conclusions therein cover specific events that occurred
after either December 15, 1998 or January 12, 2000.
For stock option grants to non-employees who are consultants to the Company,
the Company complies with the provisions of Emerging Issues Task Force ("EITF")
Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other
Than Employees for Acquiring, or in Conjunction with, Selling Goods or Services
("EITF 96-18"). EITF 96-18 requires variable plan accounting with respect to
such non-employee stock options, whereby compensation associated with such
options is measured on the date such options vest, and incorporates the then-
current fair market value of the Company's common stock into the option
valuation model.
Earnings Per Share
Basic earnings (loss) per share is calculated by dividing net income (loss)
by the weighted average number of common shares outstanding during the year.
Diluted earnings (loss) per share is calculated by adjusting outstanding shares
assuming any dilutive effects of stock options.
Years ended June 30,
----------------------
2001 2000 1999
------- ------ ------
(In thousands, except
per share data)
Numerator: Net income (loss)........................ $(4,375) $1,055 $2,786
======= ====== ======
Denominator:
Weighted average shares outstanding............... 37,227 29,274 26,977
Less: Non-vested common shares outstanding........ (281) -- --
------- ------ ------
Denominator for basic earnings (loss) per share..... 36,946 29,274 26,977
------- ------ ------
Effect of dilutive securities:
Stock options..................................... -- 4,904 1,903
------- ------ ------
Denominator for diluted earnings (loss) per common
share.............................................. 36,946 34,178 28,880
======= ====== ======
Basic earnings (loss) per share..................... $ (0.12) $ 0.04 $ 0.10
======= ====== ======
Diluted earnings (loss) per share................... $ (0.12) $ 0.03 $ 0.10
======= ====== ======
Research and Development Costs
Costs incurred in the research and development of new products and
enhancements to existing products are expensed as incurred. The Company
believes its current process for developing products is essentially completed
concurrently with the establishment of technological feasibility. Software
development costs incurred after the establishment of technological feasibility
have not been material and, therefore, have been expensed as incurred.
Warranty
Upon shipment to its customers, the Company provides for the estimated cost
to repair or replace products to be returned under warranty. The Company's
warranty periods generally range from 90 days to five years from the date of
shipment.
F-9
LANTRONIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
June 30, 2001
Advertising Costs
The Company expenses advertising costs as incurred. Advertising expense was
approximately $1,127,000, $1,130,000 and $929,000 for the years ended June 30,
2001, 2000 and 1999, respectively.
Comprehensive Income
FASB Statement No. 130, Reporting Comprehensive Income, establishes
standards for reporting and displaying comprehensive income (loss), and its
components in the consolidated financial statements. Other accumulated
comprehensive loss includes foreign currency translation adjustments and
unrealized losses on investments.
Segment Information
FASB Statement No. 131, Disclosures about Segments of an Enterprise and
Related Information establishes standards for the way companies report
information about operating segments in annual financial statements. It also
establishes standards for related disclosures about products and services,
geographic areas and major customers. The Company has only one reportable
segment.
Reclassifications
Certain amounts in the 2000 and 1999 consolidated financial statements have
been reclassified to conform with current year presentation.
Recent Accounting Pronouncements
On June 29, 2001, the FASB approved the issuance of Statement No. 141,
Business Combinations ("Statement No. 141"), and Statements of Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets ("Statement
No. 142") (collectively the "Statements"). Statement No. 141 eliminates the
pooling-of-interests method of accounting for business combinations except for
qualifying business combinations that were initiated prior to July 1, 2001.
Additionally, Statement No. 141 changes the criteria to recognize intangible
assets apart from goodwill. The requirements of Statement No. 141 are effective
for any business combination accounted for by the purchase method that is
completed after June 30, 2001. Statement No. 141 supersedes APB Opinion No. 16,
Business Combinations ("APB 16"), and amends or supersedes a number of
interpretations of APB 16. Certain purchase accounting guidance in APB 16, as
well as certain of its amendments and interpretations, have been carried
forward to Statement No. 141 without the FASB's reconsideration. Statement No.
141 also supersedes, but carries forward without reconsideration, the guidance
in FASB Statement No. 38, Accounting for Preacquisition Contingencies of
Purchased Enterprises.
Statement No. 142 supersedes APB Opinion No. 17, Intangible Assets, and
carries forward its provisions related to internally developed intangible
assets without the FASB's reconsideration. Under Statement No. 142, goodwill
and indefinite-lived intangible assets are no longer amortized but are reviewed
annually, or more frequently if impairment indicators arise, for impairment.
Goodwill is required to be tested for impairment between the annual tests if an
event occurs or circumstances change that more likely than not reduce the fair
value of a reporting unit below its carrying value. An indefinite-lived
intangible asset is required to be tested for impairment between the annual
tests if an event occurs or circumstances change indicating that the asset
might be impaired. Separable intangible assets that have finite lives will
continue to be amortized over their useful lives.
F-10
LANTRONIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
June 30, 2001
The amortization provisions of Statement No. 142 apply to goodwill and
intangible assets acquired after June 30, 2001. With respect to goodwill and
intangible assets acquired prior to July 1, 2001, the amortization provisions
of Statement No. 142 are effective upon adoption of Statement No. 142. In
addition, the impairment provisions of Statement No. 142 are effective upon
adoption of Statement No. 142. Companies are required to adopt Statement No.
142 in their fiscal year beginning after December 15, 2001. Early adoption is
permitted for companies with fiscal years beginning after March 15, 2001,
provided that their first quarter financial statements have not been issued. In
all cases, the provisions of Statement No. 142 must be adopted as of the
beginning of a fiscal year. If the Company chooses to adopt Statement No. 141
and Statement No. 142 in fiscal 2002, $6.6 million of goodwill and other
intangibles will not be amortized during the year ending June 30, 2002.
2. Business Combinations
During fiscal 2001, the Company completed two acquisitions that were
accounted for using the purchase method of accounting. The consolidated
financial statements include the results of operations of these acquired
companies after their respective acquisition dates. A summary of transactions
accounted for using the purchase method of accounting is outlined below:
Shares Reserved Total Shares
Date Shares for Options Issued or Cash
Company Acquired Acquired Business Issued Assumed Reserved Consideration
---------------- -------- -------- --------- --------------- ------------ -------------
U.S. Software........... Dec. 2000 Software solutions provider 653,846 133,333 787,179 $ 2.5 million
Lightwave
Communications, Inc. .. Jun. 2001 Developer of console
management products 3,428,571 870,513 4,299,084 12.0 million
If certain revenue targets for the period from December 1, 2000 to June 30,
2004 are satisfied, the Company will issue up to a maximum of 1,625,000
additional shares to the former stockholders of US Software.
Allocation of Purchase Consideration
For each of the two purchase transactions, the Company obtained independent
appraisals of the fair value of the tangible and intangible assets acquired in
order to allocate the purchase price in accordance with APB 16. Based upon
those appraisals, the purchase price was allocated as follows (in thousands):
Net Tangible
Assets
(Liabilities) Goodwill and Deferred Deferred Tax Total
Company Acquired Acquired Purchased Intangibles Compensation Liabilities IPR&D Consideration
---------------- ------------- --------------------- ------------ ------------ ----- -------------
U.S. Software........... $ (12) $ 8,869 $ 538 $(1,117) $ 496 $ 8,774
Lightwave
Communications, Inc. .. 340 47,743 3,474 (4,183) 2,100 49,474
The consideration for each of the purchase transactions was calculated as
follows: a) common shares issued were valued based upon the Company's stock
price for a short period just before and after the companies reached agreement
and the proposed transactions were announced and b) employee stock options were
valued in accordance with FIN 44. Net tangible assets (liabilities) acquired in
connection with the purchase transactions include the acquisition costs
incurred by the Company. Additionally, the net tangible assets of Lightwave
reflect an outstanding note payable and credit facility aggregating $6.7
million, which was paid in full by the Company in connection with the terms of
the merger agreement.
F-11
LANTRONIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
June 30, 2001
On October 5, 1998, the Company purchased Adele, a German holding company,
and simultaneously changed its name to Lantronix GmbH. On October 8, 1998,
Lantronix GmbH purchased 100% of the stock of ProNet GmbH (ProNet), which
included a 65% investment in Acola GmbH. The transaction was accounted for as a
purchase and the purchase price was allocated to the acquired tangible and
intangible assets and liabilities at their estimated fair value at the dates of
acquisition.
The following table sets forth the net assets acquired and liabilities
assumed by the Company in connection with the acquisitions of Adele and ProNet.
(In thousands):
Fair values of assets acquired....................................... $2,266
Liabilities assumed.................................................. (924)
------
Cash paid by the Company............................................. $1,342
======
In September 1998, the Company sold 3,437,988 shares of common stock to
certain former stockholders of ProNet for an amount representing the deemed
fair market value of the common stock on the date of purchase.
During the year ended June 30, 2000, the Company acquired the remaining 35%
interest of Acola GmbH. The Company paid $115,920 to the minority stockholder,
increasing the Company's ownership in Acola GmbH to 100%. The Company accounted
for the acquisition of the minority interest using the purchase method. The
purchase price approximated the book value of minority interest recorded on the
Company's consolidated balance sheet on the acquisition date.
In-Process Research and Development
In-process research and development ("IPR&D") aggregated $2,596,000 for
purchase transactions completed in fiscal 2001. The amounts allocated to IPR&D
were determined through established valuation techniques in the high-technology
industry and were expensed upon acquisition as it was determined that the
projects had not reached technological feasibility and no alternative future
uses existed.
The fair value of the IPR&D for each of the acquisitions was determined
using the income approach. Under the income approach, the expected future cash
flows from each project under development are estimated and discounted to their
net present value at an appropriate risk-adjusted rate of return. Significant
factors considered in the calculation of the rate of return are the weighted-
average cost of capital and return on assets, as well as the risks inherent in
the development process, including the likelihood of achieving technological
success and market acceptance. Each project was analyzed to determine the
unique technological innovations, the existence and reliance upon core
technology, the existence of any alternative future use or current
technological feasibility, and the complexity, cost and time to complete the
remaining development. Future cash flows for each project were estimated based
upon forecasted revenues and costs, taking into account product life cycles,
and market penetration and growth rates.
The IPR&D charge includes only the fair value of IPR&D performed to date.
The fair value of existing technology is included in identifiable intangible
assets, and the fair values of IPR&D to be completed and future research and
development are included in goodwill. The Company believes the amounts recorded
as IPR&D, as well as developed technology, represent fair values and
approximate the amounts an independent party would pay for these projects.
F-12
LANTRONIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
June 30, 2001
As of the closing date of each purchase transaction, development projects
were in process. Research and development costs to bring the products from the
acquired companies to technological feasibility are not expected to have a
material impact on the Company's future results of operations or financial
condition.
Pro Forma Data
The pro forma statements of operations data of the Company set forth below
gives effect to the two purchase transactions as if they had occurred at the
beginning of fiscal 2000. The following unaudited pro forma statements of
operations data includes amortization of goodwill, purchased intangible assets
and stock-based compensation but excludes the charge for acquired IPR&D. This
pro forma data is presented for informational purposes only and does not
purport to be indicative of the results of future operations of the Company or
the results that would have actually occurred had the acquisitions taken place
at the beginning of fiscal 2000:
Year ended June 30,
----------------------
2001 2000
---------- ----------
(In thousands, except
per share data)
Net revenues........................................ $74,340 $ 62,091
Net loss............................................ (2,083) (4,455)
Basic loss per share................................ (.05) (0.13)
Diluted loss per share.............................. (.05) (0.13)
3. Components of Balance Sheet
Inventories
Inventories are stated at the lower of cost (first-in, first-out method) or
market and consist of the following:
June 30,
---------------
2001 2000
------- ------
(In thousands)
Raw materials............................................... $ 6,752 $4,766
Finished goods.............................................. 6,526 1,488
------- ------
13,278 6,254
Reserve for excess and obsolete inventory................... (2,490) (869)
------- ------
$10,788 $5,385
======= ======
F-13
LANTRONIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
June 30, 2001
Property and Equipment
A summary of property and equipment, at cost, follows:
June 30,
----------------
2001 2000
------- -------
(In thousands)
Computer and office equipment.............................. $ 6,869 $ 2,561
Furniture and fixtures..................................... 1,534 727
Production and warehouse equipment......................... 995 603
Transportation equipment................................... 144 175
------- -------
9,542 4,066
Accumulated depreciation................................... (4,050) (2,718)
------- -------
$ 5,492 $ 1,348
======= =======
Goodwill and Other Purchased Intangible Assets
A summary of goodwill and other purchased intangible assets is as follows:
June 30,
----------------
2001 2000
------- -------
(In thousands)
Goodwill................................................... $43,025 $ --
Other purchased intangible assets.......................... 15,613 1,994
------- -------
58,638 1,994
Less: Accumulated amortization............................. (3,037) (1,408)
------- -------
$55,601 $ 586
======= =======
4. Bank Line of Credit
As of June 30, 2001, the Company had a bank line of credit, which provides
for borrowings of up to $850,000, subject to borrowing base limitations, and
bears interest at the rate of 7% per annum. Borrowings are collateralized by a
continuing security interest in all of the assets of the Company. As of June
30, 2001, no borrowings were outstanding under this line of credit. The line of
credit expires on March 26, 2002.
5. Stockholders' Equity
Common Stock
In May 2000, the Board of Directors and stockholders approved an increase in
the number of authorized shares of common stock from 25,000,000 to 200,000,000
shares.
Stock Split
The Company effected a 4-for-1 split of its common stock in the form of a
100% stock dividend, effective upon the filing of a re-incorporation in
Delaware in July 2000. All share numbers and per share amounts contained in
these notes and in the accompanying consolidated financial statements have been
retroactively restated to reflect these changes in the Company's capital
structure.
F-14
LANTRONIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
June 30, 2001
Initial Public Offering
On August 4, 2000, the Company completed its initial public offering (the
"Offering") of common stock. The Company sold 6,000,000 shares, at a price of
$10.00 per share. The Company received aggregate net proceeds from the Offering
of $53,707,000.
Employee Stock Purchase Plan
In May 2000, the Board of Directors approved the 2000 Employee Stock
Purchase Plan (the Purchase Plan) effective upon the completion of the
Offering. A total of 750,000 shares of common stock have been reserved for
issuance under the Purchase Plan. The number of shares available for issuance
pursuant to the Purchase Plan increases annually commencing in fiscal year
2001. The Purchase Plan permits participants to purchase common stock at six-
month intervals through payroll deductions of up to 15% of the participant's
compensation, as defined. Amounts deducted and accumulated by the participants
are to be used to purchase shares of common stock at the end of each offering
period, as defined, at 85% of the lower of the fair market value of the common
stock at the beginning or end of the offering period.
Stock Option Plans
The Company has in effect several stock-based plans under which non-
qualified and incentive stock options have been granted to employees, non-
employees and board members.
At the discretion of the Board of Directors, the Company may make secured
loans to option holders in amounts up to the exercise price of their options
plus related taxes or permit the option holder to pay the exercise price in
installments over a determined period. The Company had outstanding loans of
$790,000 and $152,000 to officers for the exercise of options at June 30, 2001
and 2000, respectively. These notes are full-recourse, are secured by the
shares of stock issued upon exercise, are interest bearing at rates ranging
from 5.06% to 7.50% per annum, and are due three years from the exercise date.
The Company also loaned $4,131,000 to officers during fiscal 2001 related to
taxes on exercised stock options. These notes are non-recourse, are secured by
the shares of stock issued upon exercise, are interest bearing at rates ranging
from 5.19% to 7.50% per annum. Principal and any unpaid interest are due upon
any transfer or disposition of the common stock.
The Board of Directors determines eligibility, vesting schedules and
exercise prices for options granted under the plans. Options generally have a
term of 10 years and vest and become exercisable, generally over a four-year
period.
Under the Company's 1993 Incentive Stock Option Plan (the 1993 Plan), the
Company has reserved 4,000,000 shares of common stock for the granting of
options. Such options are to be granted at or above the fair market value of
the Company's common stock on the date of grant. All stock options are to vest
over a period determined by the Board of Directors (generally four years) and
expire not more than ten years from the date of grant. As of June 30, 2001,
659,337 options were available for grant under the 1993 Plan.
Under the Company's 1994 Nonstatutory Stock Option Plan (the 1994 Plan), the
Company has reserved 10,000,000 shares of common stock for grant at prices and
vesting periods to be determined by the Company's Board of Directors. In
certain cases, the Company has granted options, which became fully vested on
the date granted. As of June 30, 2001, 7,142,268 options were available for
grant under the 1994 Plan.
F-15
LANTRONIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
June 30, 2001
Under the Company's 2000 Stock Plan (the 2000 Plan), the Company has
reserved 2,000,000 shares of common stock for issuance pursuant to option
grants. The number of shares available for issuance increases annually
commencing in calendar year 2001. The Stock Plan also provided an initial
automatic grant of an option to purchase 25,000 shares of common stock to a
director who first became an outside director after the Offering. Each outside
director is automatically granted an option to purchase 10,000 shares of common
stock annually, subject to certain eligibility requirements. As of June 30,
2001, 561,724 options were available for grant under the 2000 Plan.
As a result of the Company's acquisitions, the Company assumed stock options
granted under stock option plans established by each acquired company; no
additional options will be granted under those plans. As of June 30, 2001,
1,003,846 shares of common stock were reserved for issuance upon exercise of
outstanding options assumed under these stock option plans.
A summary of all stock option activity under the plans is as follows:
Weighted
average
Number of exercise
options price
---------- --------
Outstanding at June 30, 1998.......................... 2,548,824 $0.11
Granted............................................. 1,532,012 0.50
Canceled............................................ (152,800) 0.17
Exercised........................................... (14,480) 0.21
---------- -----
Outstanding at June 30, 1999.......................... 3,913,556 0.29
Granted............................................. 2,941,644 2.32
Canceled............................................ (58,732) 0.18
Exercised........................................... (1,057,720) 0.20
---------- -----
Outstanding at June 30, 2000.......................... 5,738,748 1.35
Granted............................................. 2,482,436 4.94
Canceled............................................ (654,767) 2.10
Exercised........................................... (3,416,154) 0.40
---------- -----
Outstanding at June 30, 2001.......................... 4,150,263 $4.17
========== =====
Exercisable at June 30, 1999.......................... 2,442,624
==========
Exercisable at June 30, 2000.......................... 1,543,234
==========
Exercisable at June 30, 2001.......................... 1,206,839
==========
F-16
LANTRONIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
June 30, 2001
The weighted average exercise price of options outstanding and of options
exercisable as of June 30, 2001 were as follows:
Outstanding Exercisable
-------------------------------- --------------------
Weighted
average
remaining Weighted Weighted
Number of contractual average average
options life exercise Options exercise
Range of Exercise Prices outstanding (years) price exercisable price
------------------------ ----------- ----------- -------- ----------- --------
$0 to $0.14............. 384,540 9.91 $0.10 103,519 $0.10
$0.18 to $0.29.......... 88,588 6.40 0.18 71,479 0.19
$0.50................... 536,812 8.38 0.50 152,654 0.50
$0.79 to $2.50.......... 511,875 7.84 1.04 370,025 0.88
$4.00 to $5.75.......... 1,079,993 9.83 5.24 215,171 5.39
$6.00 to $7.91.......... 1,030,655 9.02 6.15 267,743 6.17
$8.00 to $10.56......... 517,800 9.79 8.62 26,248 8.00
At June 30, 2001, 13,517,438 shares of the Company's common stock are
reserved for issuance pursuant to the stock option plans.
In connection with the issuance of stock options to employees during the
years ended June 30, 2001 and 2000, the Company has recorded deferred
compensation of $4,184,000 and $10,061,000, respectively, net of forfeitures,
representing the difference between the deemed fair value of the Company's
common stock and the exercise price of the stock options at the date of grant.
Deferred compensation for the year ended June 30, 2001 includes $4,011,000 for
employee stock options assumed in acquisitions in accordance with FIN 44. The
Company is amortizing the deferred compensation over the shorter of the period
in which the employee provides services or the applicable vesting period, which
is generally four years. For the years ended June 30, 2001 and 2000, stock-
based compensation was approximately $3,106,000 and $1,119,000, respectively.
The amount of stock-based compensation in future periods will increase if we
grant stock options where the exercise price is less than the quoted market
price of the underlying shares or if we assume employee stock options in
connection with additional acquisitions of businesses. Deferred compensation is
decreased in the period of forfeiture arising from the early termination of an
option holder's services. No compensation expense related to stock options that
existed for any other period has been recorded. The weighted average grant date
fair value of options granted during the years ended June 30, 2001, 2000 and
1999 was $4.94, $4.67 and $0.14, respectively.
Pro Forma Disclosures of the Effect of Stock-based Compensation Plans
Pro forma information regarding net income (loss) per share is required by
Statement No. 123 and has been determined as if the Company had accounted for
its employee stock options under the fair value method of Statement No. 123.
The value of the Company's stock-based awards granted to employees prior to
the Company's initial public offering in August 2000 was estimated using the
minimum value method, which does not consider stock price volatility. Stock-
based awards granted subsequent to the initial public offering have been valued
using the Black-Scholes option pricing model. Among other things, the Black-
Scholes model considers the expected volatility of the Company's stock price,
determined in accordance with Statement No. 123, in arriving at an option
valuation. Estimates and other assumptions necessary to apply the Black-Scholes
model may differ significantly from assumptions used in calculating the value
of options granted prior to the initial public offering under the minimum value
method.
F-17
LANTRONIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
June 30, 2001
The fair value of options granted after the initial public offering was
estimated assuming no expected dividends, a weighted average expected life of
five years, a weighted average risk-free interest rate of 6.2% and an expected
volatility of 90%.
The weighted average fair value of options granted to employees during 2001,
2000 and 1999 was $7.32, $4.67 and $0.14, respectively. For pro forma purposes,
the estimated value of the Company's stock-based awards to employees is
amortized over the vesting period of the underlying instruments. The results of
applying Statement No. 123 to the Company's stock-based awards to employees
would approximate the following:
Years ended June 30,
----------------------
2001 2000 1999
------- ------ ------
(In thousands, except
per share data)
Net income (loss)
As reported........................................ $(4,375) $1,055 $2,786
Pro forma.......................................... (7,674) 838 2,738
Basic earnings (loss) per share
As reported........................................ $ (.12) $ .04 $ .10
Pro forma.......................................... (.21) .03 .10
Diluted earnings (loss) per share
As reported........................................ $ (.12) $ .03 $ .10
Pro forma.......................................... (.21) .02 .09
5. 401(k) Plan
The Company has a savings plan (the "Plan") which is qualified under Section
401(k) of the Internal Revenue Code. Eligible employees may elect to make
contributions to the Plan through salary deferrals up to 15% of their base pay,
subject to limitations. The Company's contributions are discretionary and are
subject to limitations. For the years ended June 30, 2001, 2000 and 1999, the
Company contributed $0.50 for each $1.00 of employee salary deferral
contributions up to a maximum of 6% of the employee's annual gross wages,
subject to limitations. Selling, general and administrative expenses include
contributions of approximately $126,000, $149,000 and $93,000 for the years
ended June 30, 2001, 2000 and 1999, respectively.
F-18
LANTRONIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
June 30, 2001
6. Income Taxes
The provision (benefit) for income taxes is comprised of the following:
Year ended June 30,
----------------------
2001 2000 1999
------- ----- ------
(In thousands)
Current:
Federal........................................... $ 146 $(310) $ 817
State............................................. (6) (11) 329
Foreign........................................... 222 172 110
------- ----- ------
Total current.................................... 362 (149) 1,256
Deferred:
Federal........................................... (1,091) 735 (161)
State............................................. 46 63 3
Foreign........................................... 21 -- --
------- ----- ------
Total deferred................................... (1,024) 798 (158)
------- ----- ------
Total.......................................... $ (662) $ 649 $1,098
======= ===== ======
The tax effects of temporary differences that give rise to deferred tax
assets and liabilities are as follows:
June 30,
---------------
2001 2000
------- ------
(In thousands)
Deferred tax assets:
Reserves not currently deductible......................... $ 2,203 $1,046
State taxes............................................... 25 12
Inventory capitalization.................................. -- 55
Depreciation.............................................. 135 109
Tax losses and credits.................................... 5,421 123
------- ------
7,784 1,345
Valuation allowance....................................... (2,023) --
------- ------
Total deferred tax assets................................... 5,761 1,345
Deferred tax liabilities:
Inventory capitalization.................................. (1,062) --
Identified intangibles.................................... (5,113) --
Deferred compensation..................................... (3,250) (923)
------- ------
Total deferred tax liabilities.............................. (9,425) (923)
------- ------
Net deferred tax assets (liabilities)....................... $(3,664) $ 422
======= ======
F-19
LANTRONIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
June 30, 2001
A reconciliation of the income tax provision to taxes computed at the U.S.
federal statutory rate is as follows:
Years ended June 30,
----------------------
2001 2000 1999
------- ----- ------
(In thousands)
Federal income tax at statutory rate................. $(1,713) $ 579 $1,321
State taxes (net of federal tax benefit)............. 27 89 219
Reduction of valuation allowance..................... -- -- (456)
Permanent differences................................ (43) 67 --
Research and development credit...................... (263) (96) --
Foreign sales corporation benefit.................... (35) (130) (53)
Foreign tax rate variances........................... 214 56 109
Deferred compensation................................ 156 132 --
Acquisition expenses................................. 995 -- --
Other................................................ -- (48) (42)
------- ----- ------
$ (662) $649 $1,098
======= ===== ======
As of June 30, 2001, the Company has net operating loss carryovers of
$14,350,000 and $6,033,000 for federal and state income tax purposes,
respectively. These losses relate primarily to employee stock option exercises,
the benefit for which has been partially allocated directly to additional paid-
in capital. The federal and state net operating loss carryovers begin to expire
in years 2021 and 2011, respectively.
In addition, the Company has research and development tax credit
carryforwards of $405,000 and $350,000 for federal and state purposes,
respectively. Federal tax credits begin to expire in 2020. California tax
credits have no expiration.
The Company has recorded a valuation allowance in the amount of $2,023,000
against that portion of deferred tax assets related to tax losses allocated
directly to capital in excess of stated value. The valuation allowance was
established due to uncertainties surrounding the realization of this deferred
tax asset.
Due to the "change of ownership" provision of the Tax Reform Act of 1986,
utilization of the Company's net operating loss carryfowards may be subject to
an annual limitation against taxable income in future periods. As a result of
the annual limitation, a portion of these carryforwards may expire before
ultimately becoming available to reduce future income tax liabilities.
7. Commitments and Contingencies
Leases
The Company leases office equipment and its office and warehouse facilities
under noncancelable operating leases. The Company subleased a portion of the
office and warehouse facility in Irvine, California through November, 2001. In
July 2000, the Company renewed its office and warehouse facility lease in
Irvine, California commencing in August 2000 and expiring in July 2005.
F-20
LANTRONIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
June 30, 2001
The following schedule represents minimum lease payments for all
noncancelable operating leases as of June 30, 2001.
Fiscal year ending June 30:
2002............................................................... $1,342
2003............................................................... 1,221
2004............................................................... 1,149
2005............................................................... 1,051
------
Total minimum lease payments..................................... $4,763
======
Rent expense, including month-to-month rentals, totaled approximately
$1,232,000, $591,000 and $643,000 for the years ended June 30, 2001, 2000 and
1999, respectively. Sublease income totaled approximately $119,000, $281,000
and $276,000 for the years ended June 30, 2001, 2000 and 1999, respectively.
Royalties
The Company outsources a substantial portion of its engineering and
production development activities under contract. Certain development contracts
contain royalty provisions based upon sales and/or margin activity of the
underlying products. Approximately $2,296,000, $2,168,000 and $2,011,000 is
included in cost of sales in the accompanying consolidated statements of
operations for the years ended June 30, 2001, 2000 and 1999, respectively,
relating to royalties paid on applicable product sales. As of June 30, 2001 and
2000, accrued royalties were approximately $454,000 and $467,000, respectively,
and are included in other current liabilities in the accompanying consolidated
balance sheets.
Marketing Rights
Pursuant to an agreement dated September 27, 1998, the Company purchased
marketing rights from an individual which allows the Company to sell products
in certain geographical regions. Per the terms of the agreement, the Company
paid $1,694,000 for the marketing rights. Additionally, the Company paid a
sales commission to the same individual for sales of certain products made to
various customers through December 31, 2000. The initial payment was amortized
over a period of 27 months. The commission payments are expensed in the period
of the related product sale. Commissions paid and amortization of marketing
rights for the years ended June 30, 2001, 2000 and 1999 were $697,000,
$2,727,000 and $1,580,000, respectively.
Litigation
From time to time, the Company is subject to legal proceedings and claims in
the ordinary course of business. The Company currently is not aware of any such
legal proceedings or claims that it believes will have, individually or in the
aggregate, a material adverse effect on its business, prospects, financial
position, operating results or cash flows.
F-21
LANTRONIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
June 30, 2001
8. Geographic and Significant Customer Information
Revenue by Geographic Area
Net revenue by geographic area is provided below:
Year ended June 30,
-------------------------------------
2001 2000 1999
----------- ----------- -----------
(Amounts in thousands)
America............................. $37,357 68% $30,269 67% $21,780 66%
Europe.............................. 15,710 28% 12,665 28% 9,530 29%
Other............................... 2,131 4% 2,041 5% 1,670 5%
------- --- ------- --- ------- ---
Total net revenues................ $55,198 100% $44,975 100% $32,980 100%
======= === ======= === ======= ===
Accounts receivable attributable to international sales represented
approximately 11% and 24% of total accounts receivable at June 30, 2001 and
2000, respectively.
Substantially all of the Company's long-lived assets are located in the
United States.
Significant Customer Information
Two domestic customers accounted for approximately 24%, 25% and 27% of the
Company's net revenues for the years ended June 30, 2001, 2000 and 1999,
respectively. Accounts receivable attributable to these two domestic customers
accounted for approximately 42% and 34% of total accounts receivable at June
30, 2001 and 2000, respectively.
One international customer, a related party due to common ownership by the
Company's major stockholder, accounted for approximately 11%, 7% and 11% of the
Company's net revenues for the years ended June 30, 2001, 2000 and 1999,
respectively. Included in related party receivable in the accompanying
consolidated balance sheets are approximately $1,804,000 and $211,000 due from
this related party at June 30, 2001 and 2000, respectively. The Company also
has an agreement with the same related international customer for the provision
of technical support services to the Company at the rate of $7,500 per month
($5,000 per month through December 1998). Pursuant to the terms of the
agreement, the Company paid $90,000, $90,000 and $75,000 during the years ended
June 30, 2001, 2000 and 1999, respectively.
F-22
LANTRONIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
June 30, 2000
9. Quarterly Financial Data (Unaudited)
The following summarized unaudited quarterly financial data has been
prepared using the consolidated financial statements of Lantronix:
Basic Diluted
earnings earnings
Net Gross Net income (loss) (loss)
Revenues Profit (loss) per share per share
-------- ------ ---------- --------- ---------
(in thousands, except per share data)
Fiscal year 2001
First quarter.................... $12,037 $6,688 $ (23) $(0.00) $(0.00)
Second quarter................... 12,465 6,776 (51) (0.00) (0.00)
Third quarter.................... 14,125 7,743 (99) (0.00) (0.00)
Fourth quarter................... 16,570 7,409 (4,203) (0.11) (0.11)
Fiscal year 2000
First quarter.................... $10,875 $6,174 $ 949 $ 0.03 $ 0.03
Second quarter................... 11,417 5,900 561 0.02 0.02
Third quarter.................... 10,339 4,913 (375) (0.01) (0.01)
Fourth quarter................... 12,344 6,488 (80) (0.00) (0.00)
10. Subsequent Events
On July 3, 2001, Digi International, Inc., filed a complaint in the United
States District Court for the district of Minnesota claiming patent
infringement and alleging that certain of Lantronix's Multiport Device Servers,
including the ETS line of products, when coupled with a device driver called
the Comm Port Redirector Software, infringe upon U.S. Patent No. 6,047,319
owned by Digi. Digi alleges that Lantronix has willfully and intentionally
infringed Digi's patent, and its complaint seeks injunctive relief as well as
unspecified damages, treble damages, attorneys fees, interest and costs. On
August 17, 2001, Lantronix filed its answer to the complaint, asserting
affirmative defenses, and counterclaiming for a declaratory judgment that the
patent in issue is invalid. Lantronix believes that a pre-trial conference will
take place before November 30, 2001, however, to date, discovery has not begun
and a trial date has not been set. Based on the facts known to date, Lantronix
believes that the claims are without merit and intends to vigorously defend
this suit.
In July 2001, the Company completed a public offering of 9,200,000 shares of
its common stock, including an underwriter's over-allotment option to purchase
an additional 1,200,000 shares, at an offering price of $8.00 per share. The
Company sold 6,000,000 shares and selling stockholders sold 2,000,000 shares of
the primary offering. Additionally, the Company sold 400,500 shares and selling
stockholders sold 133,500 shares of the over-allotment option. The Company
received net aggregate proceeds of approximately $47.8 million after deducting
underwriting discounts, commissions and offering costs.
In August 2001, the Company issued 250,000 stock options to employees and
removed the revenue targets and related commitments entered into in connection
with the purchase of the U.S. software. The estimated value of $500,000 related
to these stock options will be accounted for as compensation expense over the
vesting period of the options of up to four years.
In September 2001, the Company entered into definitive agreements with
Synergetic, a provider of embedded network communications solutions, to acquire
all of the outstanding capital stock of Synergetic, and to assume each
outstanding option to acquire Synergetic common stock. The acquisition is
subject to the receipt
F-23
LANTRONIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
June 30, 2000
of approval by no less than 90% of the Synergetic shareholders and other
customary conditions. The purchase price that the Company would pay to the
Synergetic shareholders depends upon the "average trading price" of the
Company's common stock, with average trading price defined as the average of
the closing prices of a share of the Company's common stock, as reported on The
Nasdaq Stock Market, for the ten business day period ending on the fourth
business day prior to the closing of the acquisition.
. If this average trading price is less than or equal to $9.925 and
greater than or equal to $5.955, the Company will pay the Synergetic
shareholders an aggregate of $3,100,000 in cash and $13,200,000 in value
of unregistered shares of the Company's common stock, valued using the
average trading price.
. If the average trading price of the Company's common stock is greater
than $9.925, the Company will pay the Synergetic shareholders an
aggregate of $3,100,000 in cash and 1,329,975 shares of common stock.
. If the average trading price of the Company's common stock is less than
$5.955, the Company would pay the Synergetic shareholders an aggregate
of $3,100,000 in cash and 2,216,625 shares of common stock, except to
the extent the value of the aggregate cash payment to the Synergetic
shareholders is greater than one-fourth of the value of the shares of
the common stock to which they are entitled (valued at the average
trading price), the cash payment shall be reduced by $5.955 and the
shares of the Company's common stock being issued shall be increased by
one share successively until the cash equals one-fourth of the value of
the common stock (valued at the average trading price). The shifting of
consideration from cash into common stock is designed to comply with
certain federal income tax provisions governing corporate
reorganizations.
In September 2001, the Company purchased a convertible promissory note from
Xanboo Inc. in the principal amount of $1.5 million. The note has a ten year
maturity and will automatically convert into the next round of equity
securities of Xanboo that raises at least $5 million. If Xanboo does not
complete such a financing prior to February 1, 2002, the Company can convert
the note into a newly created series of preferred stock. The Company are
considering investing additional money in this company as well as other
companies.
F-24
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following Exhibits are attached hereto and incorporated herein by
reference.
Exhibit
Number Description of Document
------- -----------------------
3.1* Certificate of Incorporation of registrant.
3.4** Bylaws of the registrant.
4.1** Form of registrant's common stock certificate.
10.1** Form of Indemnification Agreement entered into by registrant with
each of its directors and executive officers.
10.2** 1993 Stock Option Plan and forms of agreements thereunder.
10.3** 1994 Nonstatutory Stock Option Plan and forms of agreements
thereunder.
10.4*** 2000 Stock Plan and forms of agreements thereunder.
10.5** 2000 Employee Stock Purchase Plan.
10.6** Form of Warranty.
10.7* Employment Agreement between registrant and Frederick Thiel.
10.8* Employment Agreement between registrant and Steven Cotton.
10.9* Employment Agreement between registrant and Johannes Rietschel.
10.10 Lease Agreement between registrant and The Irvine Company.
10.11** Loan and Security Agreement between registrant and Silicon Valley
Bank.
10.12+** Research and Development Agreement between registrant and Gordian.
10.13+** Distributor Contract between registrant and Tech Data Corporation.
10.14+** Distributor Contract between registrant and Ingram Micro Inc.
21.1 Subsidiaries of registrant.
23.1 Consent of Independent Auditors.
24.1 Power of Attorney (see page II-2).
--------
* Incorporated by reference to the same numbered exhibit previously filed with
Lantronix's Registration Statement on Form S-1 (SEC file no. 333-37508)
originally filed May 19, 2000.
** Incorporated by reference to the same numbered exhibit previously filed with
Lantronix's Registration Statement on Form S-1, Amendment No. 1, (SEC file
no. 333-37508) originally filed June 13, 2000.
*** Incorporated by reference to the same numbered exhibit previously filed
with Lantronix's Registration Statement on Form S-1, Amendment No. 1, (SEC
file no. 333-63030) originally filed June 14, 2001.
+ Confidential treatment granted as to portions of this exhibit.
FINANCIAL STATEMENT SCHEDULES
(1) Report of Independent Auditors on Financial Statement Schedule.......... S-1
(2) Schedule II--Valuation and Qualifying Accounts.......................... S-2
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Lantronix has duly caused this Registration Statement on Form 10-K to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Irvine, State of California, on the 28th day of September, 2001.
LANTRONIX, INC.
/s/ Steven V. Cotton
By: _________________________________
Steven V. Cotton
Chief Financial Officer and Chief
Operating Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Frederick Thiel and Steven V. Cotton and each of
them, his attorneys-in-fact, each with the power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments to this Form 10-K and to file the same, with all exhibits thereto in
all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
report on Form 10-K has been signed by the following persons in the capacities
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Bernhard Bruscha Chairman of the Board September 28, 2001
____________________________________
Bernhard Bruscha
/s/ Frederick G. Thiel Chief Executive Officer, September 28, 2001
____________________________________ President, Director
Frederick G. Thiel (Principal Executive
Officer)
/s/ Steven V. Cotton Chief Financial Officer and September 28, 2001
____________________________________ Chief Operating Officer
Steven V. Cotton (Principal Financial and
Accounting Officer)
Director
____________________________________
Thomas W. Burton
/s/ H. K. Desai Director September 28, 2001
____________________________________
H. K. Desai
Director
____________________________________
Howard T. Slayen
II-2
REPORT OF INDEPENDENT AUDITORS ON FINANCIAL STATEMENT SCHEDULE
The Board of Directors and Shareholders
Lantronix, Inc.
We have audited the consolidated financial statements of Lantronix, Inc. as
of June 30, 2001 and 2000, and for each of the three years in the period ended
June 30, 2001, and have issued our report thereon dated August 8, 2001, (except
for Note 10, as to which the date is September 28, 2001). Our audits also
included the financial statement schedule listed in Item 14(a). This schedule
is the responsibility of the Company's management. Our responsibility is to
express an opinion based on our audits.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects the information set forth therein.
/s/ Ernst & Young LLP
Orange County, California
August 8, 2001, except for
Note 10, as to which the date
is September 28, 2001
S-1
SCHEDULE II
LANTRONIX, INC.
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
Balance Charged
At (recovered) Charged Balance
Beginning to Costs and To Other End of
Description Of Period Expenses Accounts Deductions Period
----------- --------- ------------ -------- ---------- -------
Year ended June 30, 1999:
Allowance for doubtful
accounts................. $ 452 $(136) $ -- $ 113 $ 203
Reserve for excess and
obsolete inventory....... 1,141 637 -- 1,011 767
Accrued warranties........ 496 153 -- 30 619
------ ----- ------ ------ ------
Total................... $2,089 $ 654 $ -- $1,154 $1,589
====== ===== ====== ====== ======
Year ended June 30, 2000:
Allowance for doubtful
accounts................. $ 203 $ 1 $ -- $ 45 $ 159
Reserve for excess and
obsolete inventory....... 767 570 -- 468 869
Accrued warranties........ 619 260 -- 334 545
------ ----- ------ ------ ------
Total................... $1,589 $ 831 $ -- $ 847 $1,573
====== ===== ====== ====== ======
Year ended June 30, 2001:
Allowance for doubtful
accounts................. $ 159 $ 108 $ 138 $ -- $ 405
Reserve for excess and
obsolete inventory....... 869 188 1,825 392 2,490
Accrued warranties........ 545 63 -- 46 562
------ ----- ------ ------ ------
Total................... $1,573 $ 359 $1,963 $ 438 $3,457
====== ===== ====== ====== ======
S-2
EX-10.10
3
dex1010.txt
LEASE AGREEMENT BETWEEN REGISTRANT & THE IRVINE CO
SECOND AMENDMENT TO LEASE
-------------------------
I. PARTIES AND DATE.
This Second Amendment to Lease (the "Amendment") dated July 6, 2000, is by
and between IRVINE TECHNOLOGY PARTNERS III, a California general partnership
("Landlord"), and LANTRONIX, a California corporation ("Tenant").
II. RECITALS.
On June 28, 1993, Landlord and Tenant entered into a lease for space in a
building located at 15353 and 15355 Barranca Parkway, Suite 102, Irvine,
California ("Premises"), which lease was amended by a First Amendment to Lease
dated August 10, 1995 (the "First Amendment"), wherein approximately 23,622
rentable square feet within the building was added to the Premises (as amended,
the "Lease").
On March 18, 1996, Landlord, Tenant and Advanced Computing, Inc. ("Advanced
Computing") entered into a Consent to Subletting (the "Advanced Computing
Consent") permitting the sublease of a portion of the Premises, and on July 29,
1998 Landlord, Tenant and Inter-Tel Technologies, Inc. ("Inter-Tel") entered
into a Consent to Subletting (the "Inter-Tel Consent") permitting the sublease
of an additional portion of the Premises.
Landlord and Tenant each desire to modify the Lease to extend the Lease
Term, adjust the Basic Rent, and make such other modifications as are set forth
in "III. MODIFICATIONS" next below.
III. MODIFICATIONS.
A. Basic Lease Provisions. The Basic Lease Provisions are hereby amended
----------------------
as follows:
1. Item 5 is hereby deleted in its entirety and substituted therefor
shall be the following:
"5. Lease Term: The Term of this Lease shall expire at midnight on
July 31, 2005"
2. Item 6 is hereby amended by adding the following:
"Basic Rent: Commencing August 1, 2001, the Basic Rent shall be
Fifty Six Thousand Eight Hundred Five Dollars ($56,805.00) per
month, based on $1.11 per rentable square foot.
Basic Rent is subject to adjustment as follows:
Commencing August 1, 2001, the Basic Rent shall be Fifty Eight
Thousand Three Hundred Forty-One Dollars ($58,341.00) per month,
based on $1.14 per rentable square foot.
Commencing August 1, 2002, the Basic Rent shall be Fifty Nine
Thousand Eight Hundred Seventy-Six Dollars ($59,876.00) per month,
based on $1.17 per rentable square foot.
Commencing August 1, 2003, the Basic Rent shall be Sixty One
Thousand Four Hundred Eleven Dollars ($61,411.00) per month, based
on $1.20 per rentable square foot.
Commencing August 1, 2004, the Basic Rent shall be Sixty Two
Thousand Nine Hundred Forty-Six Dollars ($62,946.00) per month,
based on $1.23 per rentable square foot.
3. Item 9 is hereby deleted in its entirety and substituted therefor
shall be the following:
"9. Security Deposit: $69,241.00"
4. Item 12 is hereby deleted in its entirety and substituted therefor
shall be the following:
"12. Address for Payments and Notices:
LANDLORD
IRVINE TECHNOLOGY PARTNERS III
c/o Insignia/ESG of California, Inc.
43 Discovery, Suite 120
Irvine, CA 92618
with a copy of notices to:
IRVINE TECHNOLOGY PARTNERS III
c/o The Irvine Company dba Irvine Industrial Company
P.O. Box 6370
Newport Beach, CA 92658-6370
Attn: Vice President, Operations, Irvine Industrial Company
TENANT
LANTRONIX
15353 Barranca Parkway, Suite 102
Irvine, CA 92718
Attn: Fred Thiel, President & CEO"
with a copy of notices to: CFO
5. Item 14 is hereby deleted in its entirety and substituted therefor
shall be the following:
"14. Vehicle Parking Spaces: Two Hundred Four (204) (of which,
eight shall be marked "visitor" and eight (8) shall be marked
"reserved")."
B. Right to Extend this Lease. Provided that Tenant is not in default
--------------------------
under any provision of this Lease beyond the expiration of any applicable cure
period, either at the time of exercise of the extension right granted herein or
at the time of the commencement of such extension, and provided further that
Tenant is occupying the entire Premises and has not assigned or sublet any of
its interest in this Lease, Tenant may extend the Term of this Lease for one (1)
period of sixty (60) months. Tenant shall exercise its right to extend the Term
by and only by delivering to Landlord, not less than nine (9) months or more
than twelve (12) months prior to the expiration date of the Term, Tenant's
irrevocable written notice of its commitment to extend (the "Commitment
Notice"). The Basic Rent payable under the Lease during any extension of the
Term shall be determined as provided in the following provisions.
If Landlord and Tenant have not by then been able to agree upon the
Basic Rent for the extension of the Term, then within one hundred twenty (120)
and ninety (90) days prior to the expiration date of the Term, Landlord shall
notify Tenant in writing of the Basic Rent that would reflect the prevailing
market rental rate for a 60-month renewal of comparable space in the Project
(together with any increases thereof during the extension period) as of the
commencement of the extension period ("Landlord's Determination"). Should Tenant
disagree with the Landlord's Determination, then Tenant shall, not later than
twenty (20) days thereafter, notify Landlord in writing of Tenant's
determination of those rental terms ("Tenant's Determination"). Within ten (10)
days following delivery of the Tenant's Determination, the parties shall attempt
to agree on an appraiser to determine the fair market rental. If the parties are
unable to agree in that time, then each party shall designate an appraiser
within ten (10) days thereafter. Should either party fail to so designate an
appraiser within that time, then the appraiser designated by the other party
shall determine the fair market rental. Should each of the parties timely
designate an appraiser, then the two appraisers so designated shall appoint a
third appraiser who shall, acting alone, determine the fair market rental for
the Premises. Any appraiser designated hereunder shall have an MAI certification
with not less than five (5) years experience in the valuation of commercial
industrial buildings in the vicinity of the Project.
Within thirty (30) days following the selection of the appraiser and
such appraiser's receipt of the Landlord's Determination and the Tenant's
Determination, the appraiser shall determine whether the rental rate determined
by Landlord of by Tenant more accurately reflects the fair market rental rate
for the 60-month renewal of the Lease for the Premises, as reasonably
extrapolated to the commencement of the extension period. Accordingly, either
the Landlord's Determination or the Tenant's
2
Determination shall be selected by the appraiser as the fair market rental rate
for the extension period. In making such determination, the appraiser shall
consider rental comparables for the Project (provided that if there are an
insufficient number of comparables within the Project, the appraiser shall
consider rental comparables for similarly improved space within the vicinity of
the Project with appropriate adjustment for location and quality of project),
but the appraiser shall not attribute any factor for market tenant improvement
allowances or brokerage commissions in making its determination of the fair
market rental rate. At any time before the decision of the appraiser is
rendered, either party may, by written notice to the other party, accept the
rental terms submitted by the other party, in which event such terms shall be
deemed adopted as the agreed fair market rental. The fees of the appraiser(s)
shall be borne entirely by the party whose determination of the fair market
rental rate was not accepted by the appraiser.
Within twenty (20) days after the determination of the fair market
rental, Landlord shall prepare an appropriate amendment to this Lease for the
extension period, and Tenant shall execute and return same to Landlord within
twenty (20) days. Should the fair market rental not be established by the
commencement of the extension period, then Tenant shall continue paying rent at
the rate in effect during the last month of the initial Term, and a lump sum
adjustment shall be made promptly upon the determination of such new rental.
If Tenant fails to timely comply with any of the provisions of this
paragraph, Tenant's right to extend the Term shall be extinguished and the Lease
shall automatically terminate as of the expiration date of the Term, without any
extension and without any liability to Landlord. Any attempt to assign or
transfer any right or interest created by this paragraph shall be void from its
inception. Tenant shall have no other right to extend the Term beyond the single
sixty (60) month extension period created by this paragraph. Unless agreed to in
a writing signed by Landlord and Tenant, any extension of the Term, whether
created by an amendment to this Lease or by a holdover of the Premises by
Tenant, or otherwise, shall be deemed a part of, and not in addition to, any
duly exercised extension period permitted by this paragraph.
C. Security Deposit. Concurrently with Tenant's delivery of this Amendment,
----------------
Tenant shall deliver the sum of Forty One Thousand Sixteen Dollars ($41,016.00)
to Landlord, which sum shall be added to the Security Deposit presently being
held by Landlord in accordance with Section 4.3 of the Lease.
D. Project Costs. The definition of "Building Costs" in Section 4.2 (e) of
-------------
the Lease is hereby amended to include the establishment of reasonable reserves
for the replacement and/or repair of the Building as well as for Common Area
improvements.
E. Operating Expense Caps. The provisions of Article III(F) of the First
----------------------
Amendment (which insert a revised Section 4.2(g) of the Lease), are hereby
deleted in their entirety and shall have no further force or effect.
F. Parking. The requirement in the second line of Section 6.4 Parking of the
-------
Lease for five (5) reserved parking spaces is hereby deleted in its entirety
in favor of the revised provisions of Item 14 of the Basic Lease Provisions set
forth in this Amendment. The cost of marking the "visitor" and "reserved" spaces
shall be part of the Landlord's Contributions as defined in the Work Letter
attached to this Amendment.
G. Restoration. The reference in the eighth (8th) line of Section 11.1(a) of
-----------
the Lease to "one hundred eighty (180) days", is hereby revised to "two hundred
seventy (270) days".
H. Holding Over. Subsection (a) and (b) of Section 15.1 Holding Over of the
------------ ------------
Lease are hereby deleted in their entirety, and substituted therefor shall be
the following:"...(a) one hundred seventy-five percent (175%) of the Basic Rent
for the month immediately preceding the date of termination for the initial two
(2) months of holdover, and two hundred percent (200%) of the Basic Rent for the
month immediately preceding the date of termination for each month of holdover
thereafter, or (b) the then currently scheduled Basic Rent for comparable space
in the Project."
I. Tenant Improvements. Landlord hereby agrees to complete the Tenant
-------------------
Improvements for the Premises in accordance with the provisions of Exhibit X-1,
-----------
Work Letter, attached hereto. It is understood that the Tenant Improvements
shall be done during Tenant's occupancy of the Premises. In this regard, Tenant
agrees to assume any risk of injury, loss or damage which may result, unless
caused by the gross negligence or willful misconduct of Landlord, its
contractors or employees. Tenant further agrees that no rental abatement shall
result while the Tenant Improvements are completed in the Premises.
J. Consents to Subletting. Tenant agrees that the subtenancies of
----------------------
Advanced Computing and of Inter-Tel of the Premises have terminated or will
terminate not later than July 31, 2000, and that the Advanced Computing Consent
and the Inter-Tel Consent shall not be effective or binding on Landlord beyond
July 31, 2000.
IV. GENERAL
A. Effect of Amendments. The Lease shall remain in full force and effect
--------------------
except to the extent that it is modified by this Amendment.
B. Entire Agreement. This Amendment embodies the entire understanding
----------------
between Landlord and Tenant with respect to the modifications set forth in "III.
MODIFICATIONS" above and can be changed only by a writing signed by Landlord and
Tenant.
C. Counterparts. If this Amendment is executed in counterparts, each is
------------
hereby declared to be an original; all, however, shall constitute but one and
the same amendment. In any action or proceeding, any photographic, photostatic,
or other copy of this Amendment may be introduced into evidence without
foundation.
D. Defined Terms. All words commencing with initial capital letters in
-------------
this Amendment and defined in the Lease shall have the same meaning in this
Amendment as in the Lease, unless they are otherwise defined in this Amendment.
E. Corporate and Partnership Authority. If Tenant is a corporation or
-----------------------------------
partnership, or is comprised of either or both of them, each individual
executing this Amendment for the corporation or partnership represents that he
or she is duly authorized to execute and deliver this Amendment on behalf of the
corporation or partnership and that this Amendment is binding upon the
corporation or partnership in accordance with its terms.
F. Attorneys' Fees. The provisions of the Lease respecting payment of
---------------
attorneys' fees shall also apply to this Amendment.
V. EXECUTION.
Landlord and Tenant executed this Amendment on the date as set forth in "I.
PARTIES AND DATE." above.
LANDLORD: TENANT:
IRVINE TECHNOLOGY PARTNERS III, LANTRONIX,
a California general partnership a California corporation
By: THE IRVINE COMPANY [SEAL]
Its General Partner
By: /s/ Steven V. Cotton
---------------------------------
Name: STEVEN V. COTTON
--------------------------
Title: CFO
-------------------------
By /s/ Robert E. Williams, Jr.
-------------------------------------
Robert E. Williams, Jr., President
Irvine Industrial Company, a division By: /s/ Frederick G. Thiel
of The Irvine Company ---------------------------------
Name: Frederick G. Thiel
--------------------------
Title: CEO
-------------------------
By /s/ Nancy E. Trujillo
-------------------------------------
Nancy e. Trujillo
Assistant Secretary
4
EXHIBIT X
WORK LETTER
DOLLAR ALLOWANCE
[SECOND GENERATION SPACE]
The Tenant Improvement work (herein "Tenant Improvements") shall consist of any
work required to complete the Premises pursuant to approved plans and
specifications. All of the Tenant Improvement work shall be performed by the "TI
Contractor" selected by Landlord, all in accordance with the procedures and
requirements set forth below.
1. ARCHITECTURAL AND CONSRUCTION PROCEDURES
----------------------------------------
A. Tenant and Landlord have approved, or shall approve within the time
period set forth below, both (i) a detailed space plan for the Premises,
prepared by Landlord's architect, which includes interior partitions, ceilings,
interior finishes, interior office doors, suite entrance, floor coverings,
window coverings, lighting, electrical and telephone outlets, plumbing
connections, heavy floor loads and other special requirements ("Preliminary
Plan"), and (ii) an estimate, prepared by Landlord's contractor, of the cost for
which Landlord will complete or cause to be completed the Tenant Improvements
("Preliminary Cost Estimate"). Tenant shall approve or disapprove each of the
Preliminary Plan and the Preliminary Cost Estimate by signing copies of the
appropriate instrument and delivering same to Landlord within five (5) working
days of its receipt by Tenant. If Tenant disapproves any matter, Tenant shall
specify in detail the reasons for disapproval and Landlord shall attempt to
modify the Preliminary Plan and the Preliminary Cost Estimate to incorporate
Tenant's suggested revisions in a mutually satisfactory manner. Subject to the
express provisions of Article II.A below regarding the application of up to One
Dollar ($1.00) per rentable square foot of the Landlord's Contribution towards
the cost of "Non-Standard Improvements" (as hereinafter defined), it is
understood and agreed that the Preliminary Plan submitted by Landlord's
architect is intended to include all improvements desired by Tenant using
Landlord's "Standards" (as hereinafter defined), whether or not the full amount
of Landlord's Contribution would be required to complete construction of the
improvements as shown in the Preliminary Plan. In all events, however, Tenant
shall approve in all respects a Preliminary Plan and Preliminary Cost Estimate
not later than July 6, 2000 ("Plan Approval Date").
B. On or before the Plan Approval Date, Tenant shall provide in writing
to Landlord or Landlord's architect all specifications and information requested
by Landlord for the preparation of final construction documents and costing,
including without limitation Tenant's final selection of wall and floor
finishes, complete specifications and locations (including load and HVAC
requirements) of Tenant's equipment, and details of all "Non-Standard
Improvements" (as defined below) to be installed in the Premises (collectively,
"Programming Information"). Tenant understands that final construction documents
for the Tenant Improvements shall be predicated on the Programming Information,
and accordingly that such information must be accurate and complete.
C. The Tenant Improvements shall incorporate Landlord's building
standard materials and specifications ("Standards"). No deviations from the
Standards may be required by Tenant with respect to doors and frames, finish
hardware, entry graphics, the ceiling system, light fixtures and switches,
mechanical systems, life and safety systems, and/or window coverings; provided
that Landlord may, in its sole discretion, authorize in writing one or more of
such deviations. In the event that Landlord shall so authorize any such
deviations from the Standards, Landlord shall advise Tenant at the time such
deviations(s) are authorized whether: (i) such deviation(s) shall remain in the
Premises at the expiration or earlier termination of this Lease, or (ii) such
deviation(s) shall be replaced with the applicable standard item(s) (in which
event Tenant shall pay to Landlord, prior to the commencement of construction
and in addition to sums otherwise due hereunder from Tenant, an amount equal to
the cost, as reasonably estimated by Landlord, of replacing the deviating
item(s) with the applicable Standard item(s) upon the expiration or termination
of this Lease). All other non-standard items ("Non-Standard Improvements") shall
be subject to the reasonable prior approval of Landlord. Landlord shall in no
event be required to approve any Non-Standard Improvement if Landlord determines
that such improvement (i) is of a lesser quality than the corresponding
Standard, (ii) fails to conform to applicable governmental requirements, (iii)
requires building services beyond the level normally provided to other tenants,
or (iv) would have an adverse aesthetic impact from the exterior of the
Premises.
D. Upon Tenant's approval of the Preliminary Plan and Preliminary Cost
Estimate and delivery of the complete Programming Information,
Landlord's architect and engineers shall prepare and deliver to Tenant
working drawings and specifications ("Working Drawings and
Specifications"). Upon completion of the competitive bid process
described below, the "Bid Amount" (as defined below) together with
Landlord's final cost estimate of the Completion Cost of the Tenant
Improvements work (the "Final Cost Estimate") shall be delivered to
Tenant. Tenant shall have five (5) working days from the receipt
thereof to approve or disapprove the Working Drawings and
Specifications and the Final Cost Estimate. Tenant shall not
unreasonably withhold or delay its approval, and any disapproval or
requested modification shall be limited to items not contained in the
approved Preliminary Plan or Preliminary Cost Estimate. Should Tenant
disapprove the Working Drawings and Specifications and the Final Cost
Estimate, such disapproval shall be accompanied be a detailed list of
revisions. Any revision requested by Tenant and accepted by Landlord
shall be incorporated into a revised set of Working Drawings and
Specifications and Final Cost Estimate, and Tenant shall approve same
in writing within five (5) business days of receipt without further
revision.
E. In the event that Tenant requests in writing a revision in the
approved Working Drawings and Specifications ("Change"), Landlord
shall advise Tenant by written change order as soon as is practical of
any increase in the Completion Cost such Change would cause. Tenant
shall approve or disapprove such change order in writing within two
(2) working days following its receipt from Landlord. Tenant's
approval of a Change shall be accompanied by Tenant's payment of any
resulting increase in the Completion Cost. Landlord shall have the
right to decline Tenant's request for a Change for any of the reasons
set forth in Article I.C. above for Landlord's disapproval of a Non-
Standard Improvement. It is understood that Landlord shall have no
obligation to interrupt or modify the Tenant Improvement work pending
Tenant's approval of a change order.
F. Landlord shall submit the Working Drawings and Specifications to a
competitive bidding process involving at least three (3) licensed and
reputable general contractors. If requested by Tenant, Landlord shall
provide copies of the bid responses to Tenant. After adjustments for
any inconsistent assumptions to reflect an "apples to apples"
comparison, Landlord shall select the lowest qualified bidder and that
bid so selected shall be referred to as the "Bid Amount". In the event
Landlord selects other than the lowest bidder, it shall do so based on
commercially reasonable factors which it shall demonstrate to Tenant.
Upon selection of the bidder, Landlord shall enter into a "lump sum"
or "fixed price" construction contract with the chosen contractor (the
"TI Contractor") for construction of the Tenant Improvements in
accordance with the approved and final Working Drawings and
Specifications for the Bid Amount (the "TI Contract").
G. Tenant hereby designates Terry Kirschner, Telephone No. (949) 453-
7153, as its representative, agent and attorney-in-fact for the
purpose of receiving notices, approving submittals and issuing
requests for Changes, and Landlord shall be entitled to rely upon
authorizations and directives of such person(s) as if given directly
by Tenant. Tenant may amend the designation of its construction
representative(s) at any time upon delivery of written notice to
Landlord.
II. COST OF TENANT IMPROVEMENTS
A. Landlord shall complete, or cause to be completed, the Tenant
Improvements, at the construction cost shown in the approved Final
Cost Estimate (subject to the provisions of this Work Letter), in
accordance with final Working Drawings and Specifications approved
by both Landlord and Tenant. Landlord shall pay towards the final
construction costs ("Completion Cost") as incurred a maximum of Four
Hundred Thirty Four Thousand Nine Hundred Ninety-Six Dollars
($434,996.00)) ("Landlord's Contribution"), based on $8.50 per square
foot of the Premises, and Tenant shall be fully responsible for the
remainder ("Tenant's Contribution"). Up to, but not exceeding, One
Dollar ($1.00) per rentable square foot of the Landlord's Contribution
may be applied towards the cost of "Non-Standard Improvements"
approved by Landlord pursuant to Article I.C above and incorporated
into the approved Working Drawings and Specifications. If the actual
cost of completion of the Tenant Improvements is less than the
maximum amount provided for the Landlord's Contribution, such savings
shall inure to the benefit of Landlord and Tenant shall not be
entitled to any credit or payment.
B. The Completion Cost shall include all direct costs of Landlord in
completing the Tenant Improvements, including but not limited to the
following: (i) the Bid Amount, (ii) payments made to architects,
engineers, contractors, subcontractors and other third party
consultants in the performance of the work, (iii) permit fees and
other sums paid to
governmental agencies, (iv) costs of all materials incorporated into
the work or used in connection with the work, and (v) keying and
signage costs. The Completion Cost shall also include an
administrative/ supervision fee to be paid to Landlord in the amount
of five percent (5%) of all such direct costs.
C. Prior to start of construction of the Tenant Improvements, Tenant
shall pay to Landlord in full the amount of the Tenant's Contribution
set forth in the Final Cost Estimate. If the actual Completion Cost of
the Tenant Improvements is less than the Final Cost Estimate, any
portion of the Tenant's Contribution paid by Tenant but not expended
towards the Completion Cost shall be credited to rent next due under
this Lease. If the actual Completion Cost is greater than the Final
Cost Estimate because of modifications or extras not reflected on the
approved working drawings, then Tenant shall pay to Landlord, within
ten (10) days following submission of an invoice therefore, all such
additional costs, including any additional architectural fee. If
Tenant defaults in the payment of any sums due under this Work Letter,
Landlord shall (in addition to all other remedies) have the same
rights as in the case of Tenant's failure to pay rent under the Lease.
D. Landlord's obligation to fund the Landlord's Contribution shall only
apply to such Tenant Improvement work for which contracts are let not
later than January 15, 2001. Any portion of the Landlord's
Contribution not utilized by such date shall be considered forfeited
by Tenant.
EX-21.1
4
dex211.txt
SUBSIDIARIES OF REGISTRANT
Exhibit 21.1
SUBSIDIARIES OF REGISTRANT
Lantronix International AG Switzerland
Lantronix Europe GmbH
Lantronix Deutschland GmbH
Lantronix UK Ltd.
Lantronix Singapore Acola GmbH
Lantronix International, Inc.
United States Software Corporation
Lightwave Communications, Inc.
Premise Acquisition Corporation
S Company Acquisition Corporation
EX-23.1
5
dex231.txt
CONSENT OF INDEPENDENT AUDITORS
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-45182) pertaining to the Lantronix, Inc. 1993 Incentive Stock Option
Plan, 1994 Nonstatutory Stock Option Plan, 2000 Stock Plan, 2000 Employee Stock
Purchase Plan, the Registration Statement (Form S-8 No. 333-54870) pertaining to
the United States Software Corporation 2000 Stock Plan and the Registration
Statement (Form S-8 No. 333-63000) pertaining to the Lightwave Communications,
Inc. 2001 Stock Plan of our reports dated August 8, 2001 (except for Note 10, as
to which the date is September 28, 2001), with respect to the consolidated
financial statements and schedule of Lantronix, Inc. included in the Annual
Report (Form 10-K) for the year ended June 30, 2001.
/s/ Ernst & Young LLP
Orange County, California
September 28, 2001