Item 2.02 Results of Operations and Financial Condition.
On January 25, 2023, Lantronix, Inc., a Delaware corporation (the "Company"),
issued a press release announcing preliminary revenue results for its fiscal
2023 second quarter ended December 31, 2022 and updating its fiscal 2023 revenue
guidance.
In accordance with General Instruction B.2 of Form 8-K, the information
furnished under this Item 2.02, including Exhibit 99.1, shall not be deemed to
be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Lantronix's announced preliminary estimated revenues for its fiscal second
quarter ended December 31, 2022 are preliminary and may change. Lantronix has
not completed its customary closing procedures for the quarter ended December
31, 2022 and there can be no assurance that final results for the quarter will
not differ from the preliminary estimated results included herein. In addition,
these preliminary estimated revenues should not be viewed as a substitute for
full interim financial statements prepared in accordance with Generally Accepted
Accounting Principles, or GAAP, that have been reviewed by Lantronix's auditors.
Note Regarding Forward-Looking Statements
This Current Report on Form 8-K and the news release furnished as Exhibit 99.1
hereto contain forward-looking statements, including statements concerning our
revenue expectations for fiscal 2023 and our expectations regarding the expected
benefits of our production contract with our customer Gridspertise, the expected
amount and timing of shipments and revenue under the contract, and the Company's
return to growth in the second half of fiscal 2023. These forward-looking
statements are intended to qualify for the safe harbor from liability
established by the Private Securities Litigation Reform Act of 1995. We have
based our forward-looking statements on our current expectations and projections
about trends affecting our business and industry and other future events.
Although we do not make forward-looking statements unless we believe we have a
reasonable basis for doing so, we cannot guarantee their accuracy.
Forward-looking statements are subject to substantial risks and uncertainties
that could cause our results or experiences, or future business, financial
condition, results of operations or performance, to differ materially from our
historical results or those expressed or implied in any forward-looking
statement contained in the news release. Other factors which could have a
material adverse effect on our operations and future prospects or which could
cause actual results to differ materially from our expectations include, but are
not limited to: the effects of negative or worsening regional and worldwide
economic conditions or market instability on our business, including effects on
purchasing decisions by our customers; our ability to successfully convert our
backlog and current demand; the impact of the COVID-19 pandemic, including the
emergence of new more contagious and/or vaccine-resistant strains of the virus
and the impact of vaccination efforts, on our business, employees, supply and
distribution chains and the global economy; our ability to mitigate any
disruption in our and our suppliers' and vendors' supply chains due to the
COVID-19 pandemic, the war between Ukraine and Russia or other causes; our
ability to successfully implement our acquisitions strategy or integrate
acquired companies; uncertainty as to the future profitability of acquired
businesses, and delays in the realization of, or the failure to realize, any
accretion from acquisition transactions; acquiring, managing and integrating new
operations, businesses or assets, and the associated diversion of management
attention or other related costs or difficulties; our ability to continue to
generate revenue from products sold into mature markets; our ability to develop,
market, and sell new products; our ability to succeed with our new software
offerings; fluctuations in our revenue due to the project-based timing of orders
from certain customers; unpredictable timing of our revenues due to the lengthy
sales cycle for our products and services and potential delays in customer
completion of projects; our ability to accurately forecast future demand for our
products; delays in qualifying revisions of existing products; constraints or
delays in the supply of, or quality control issues with, certain materials or
components; difficulties associated with the delivery, quality or cost of our
products from our contract manufacturers or suppliers; risks related to the
outsourcing of manufacturing and international operations; difficulties
associated with our distributors or resellers; intense competition in our
industry and resultant downward price pressure; rises in inventory levels and
inventory obsolescence; undetected software or hardware errors or defects in our
products; cybersecurity risks; our ability to obtain appropriate industry
certifications or approvals from governmental regulatory bodies; changes in
applicable U.S. and foreign government laws, regulations, and tariffs; our
ability to protect patents and other proprietary rights and avoid infringement
of others' proprietary technology rights; the level of our indebtedness, our
ability to service our indebtedness and the restrictions in our debt agreements;
our ability to attract and retain qualified management; and any additional
factors included in our Report on Form 10-K for the fiscal year ended June 30,
2022, filed with the Securities and Exchange Commission (the "SEC") on August
29, 2022, including in the section entitled "Risk Factors" in Item 1A of Part I
of that report; in our Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2022, filed with the SEC on November 9, 2022, including in
the section entitled "Risk Factors" in Item 1A of Part II of such report; and in
our other public filings with the SEC. In addition, actual results may differ as
a result of additional risks and uncertainties of which we are currently unaware
or which we do not currently view as material to our business. For these
reasons, investors are cautioned not to place undue reliance on any
forward-looking statements. The forward-looking statements we make speak only as
of the date on which they are made. We expressly disclaim any intent or
obligation to update any forward-looking statements after the date hereof to
conform such statements to actual results or to changes in our opinions or
expectations, except as required by applicable law or the rules of the Nasdaq
Stock Market LLC. If we do update or correct any forward-looking statements,
investors should not conclude that we will make additional updates or
corrections.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release of the Company, dated January 25, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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