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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to ___________.
Commission file number: 1-16027
__________
LANTRONIX, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0362767
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
15353 Barranca Parkway Irvine, California 92618
(Address of principal executive offices and zip code)
__________
(949) 453-3990
(Registrant's Telephone Number, Including Area Code)
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 [ ]
As of April 30, 2004, 58,005,895 shares of the Registrant's common stock
were outstanding.
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LANTRONIX, INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2004
INDEX
PAGE
----
PART I. FINANCIAL INFORMATION 3
Item 1. Financial Statements. 3
Unaudited Condensed Consolidated Balance Sheets at March 31, 2004 and June 30, 2003 3
Unaudited Condensed Consolidated Statements of Operations for the
Three and Nine Months Ended March 31, 2004 and 2003 4
Unaudited Condensed Consolidated Statements of Cash Flows for the
Nine Months Ended March 31, 2004 and 2003 5
Notes to Unaudited Condensed Consolidated Financial Statements. 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 15
Risk Factors 28
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 35
Item 4. Controls and Procedures. 36
PART II. OTHER INFORMATION 36
Item 1. Legal Proceedings 36
Item 2. Changes in Securities and Use of Proceeds. 38
Item 3. Defaults Upon Senior Securities 38
Item 4. Submission of Matters to a Vote of Security Holders 38
Item 5. Other Information 38
Item 6. Exhibits and Reports on Form 8-K. 39
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LANTRONIX, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
MARCH 31, JUNE 30,
2004 2003
---------- ----------
ASSETS
- ------------------------------------------
Current assets:
Cash and cash equivalents $ 9,813 $ 7,328
Marketable securities 3,050 6,750
Accounts receivable, net 3,891 3,818
Inventories 7,357 6,011
Deferred income taxes 7,909 7,909
Contract manufacturers receivable, net 573 1,744
Prepaid expenses and other current assets 1,534 3,834
Assets of discontinued operations - 3,590
---------- ----------
Total current assets 34,127 40,984
Property and equipment, net 1,135 2,384
Goodwill 9,488 9,488
Purchased intangible assets, net 2,561 4,275
Long-term investments 5,007 5,458
Officer loans. 104 104
Other assets 184 163
---------- ----------
Total assets $ 52,606 $ 62,856
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------------
Current liabilities:
Accounts payable $ 4,142 $ 4,774
Accrued payroll and related expenses 1,867 1,185
Due to Gordian - 1,000
Accrued litigation settlement - 1,533
Warranty reserve 1,337 1,193
Restructuring reserve 1,016 3,235
Other current liabilities 3,041 2,604
Liabilities of discontinued operations - 239
Convertible note payable 867 -
Bank line of credit 500 -
---------- ----------
Total current liabilities 12,770 15,763
Deferred income taxes 8,509 8,509
Convertible note payable - 867
Stockholders' equity:
Common stock 6 6
Additional paid-in capital.. . . . . . . . 180,470 178,628
Deferred compensation (155) (695)
Accumulated deficit (149,281) (140,424)
Accumulated other comprehensive income 287 202
---------- ----------
Total stockholders' equity 31,327 37,717
---------- ----------
Total liabilities and stockholders' equity $ 52,606 $ 62,856
========== ==========
See accompanying notes.
3
LANTRONIX, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
------------------ -------------------
2004 2003 2004 2003
-------- -------- -------- ---------
Net revenues (A) $12,310 $12,340 $37,009 $ 37,624
Cost of revenues (B) 5,393 9,226 18,292 24,834
-------- -------- -------- ---------
Gross profit 6,917 3,114 18,717 12,790
-------- -------- -------- ---------
Operating expenses:
Selling, general and administrative (C) 6,572 7,225 18,027 22,359
Research and development (C) 2,042 2,260 5,587 7,367
Stock-based compensation (B) (C) 89 490 307 1,270
Amortization of purchased intangible assets 29 301 118 557
Restructuring (recovery) charges (2,098) 120 (2,098) 4,938
-------- -------- -------- ---------
Total operating expenses 6,634 10,396 21,941 36,491
-------- -------- -------- ---------
Income (loss) from operations 283 (7,282) (3,224) (23,701)
Interest income (expense), net 8 20 43 287
Other income (expense), net (103) (527) (283) (935)
-------- -------- -------- ---------
Income (loss) before income taxes 188 (7,789) (3,464) (24,349)
Provision for income taxes 72 14 208 62
-------- -------- -------- ---------
Income (loss) from continuing operations 116 (7,803) (3,672) (24,411)
Loss from discontinued operations (669) 2,118) (5,185) (4,034)
-------- -------- -------- ---------
Net loss $ (553) $(9,921) $(8,857) $(28,445)
======== ======== ======== =========
Basic income (loss) per share:
Income (loss) from continuing operations $ 0.00 $ (0.14) $ (0.07) $ (0.45)
Loss from discontinued operations (0.01) (0.04) (0.09) (0.08)
-------- -------- -------- ---------
Basic net loss per share $ (0.01) $ (0.18) $ (0.16) $ (0.53)
======== ======== ======== =========
Diluted income (loss) per share:
Income (loss) from continuing operations $ 0.00 $ (0.14) $ (0.07) $ (0.45)
Loss from discontinued operations (0.01) (0.04) (0.09) (0.08)
-------- -------- -------- ---------
Diluted net loss per share $ (0.01) $ (0.18) $ (0.16) $ (0.53)
======== ======== ======== =========
Weighted average shares (basic) 57,295 54,919 56,236 54,178
======== ======== ======== =========
Weighted average shares (diluted) 58,087 54,919 56,236 54,178
======== ======== ======== =========
(A) Includes net revenues from a related party. . . . . . . . $ 352 $ 435 $ 1,154 $ 1,392
======== ======== ======== =========
(B) Cost of revenues includes the following:
Amortization of purchased intangible assets $ 532 $ 1,085 $ 1,596 $ 2,900
Stock-based compensation 11 23 37 60
-------- -------- -------- ---------
$ 543 $ 1,108 $ 1,633 $ 2,960
======== ======== ======== =========
(C) Stock-based compensation is excluded from the following:
Selling, general and administrative expenses $ 83 $ 348 $ 271 $ 959
Research and development expenses 6 142 36 311
-------- -------- -------- ---------
$ 89 $ 490 $ 307 $ 1,270
======== ======== ======== =========
See accompanying notes.
4
LANTRONIX, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
NINE MONTHS ENDED
MARCH 31,
-------------------
2004 2003
-------- ---------
Cash flows from operating activities:
Net loss from continuing operations $(3,672) $(24,411)
Net loss from discontinued operations (5,185) (4,034)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 1,406 1,857
Amortization of purchased intangible assets 1,714 3,457
Stock-based compensation. 344 1,330
Allowance for doubtful accounts (161) (457)
Provision for inventory reserves 140 2,907
Loss on sale of fixed assets 25 -
Equity losses from unconsolidated business 413 1,097
Loss on sale of long-term investment 31 -
Restructuring (recovery) charges (1,428) 2,633
Changes in operating assets and liabilities, net of effect from acquisition:
Accounts receivable 88 2,086
Inventories (408) 1,321
Contract manufacturers receivable. . . . . . . . . . . . . . . . . . . . . . 1,171 228
Prepaid expenses and other current assets 1,222 (114)
Other assets (21) 130
Accounts payable. (632) (1,636)
Due to related party - (246)
Due to Gordian (1,000) (2,000)
Accrued Lightwave settlement - (2,004)
Warranty reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144 (403)
Restructuring reserve (791) -
Net assets of discontinued operations. . . . . . . . . . . . . . . . . . . . 3,351 1,815
Other current liabilities 1,119 (543)
-------- ---------
Net cash used in operating activities (2,130) (16,987)
-------- ---------
Cash flows from investing activities:
Purchases of property and equipment, net (182) (282)
Purchases of marketable securities (552) (9,250)
Acquisition of business, net of cash acquired - (2,114)
Proceeds from sale of long-term investment 7 -
Proceeds from sale of marketable securities 4,252 7,000
-------- ---------
Net cash provided by (used in) investing activities 3,525 (4,646)
-------- ---------
Cash flows from financing activities:
Net proceeds from issuances of common stock 505 315
Borrowing on revolving line of credit 500 -
-------- ---------
Net cash provided by financing activities 1,005 315
Effect of foreign exchange rates on cash. 85 114
-------- ---------
Increase (decrease) in cash and cash equivalents 2,485 (21,204)
Cash and cash equivalents at beginning of period. 7,328 26,491
-------- ---------
Cash and cash equivalents at end of period. $ 9,813 $ 5,287
======== =========
See accompanying notes.
5
LANTRONIX, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2004
1. BASIS OF PRESENTATION
The condensed consolidated financial statements included herein are
unaudited. They contain all normal recurring accruals and adjustments which, in
the opinion of management, are necessary to present fairly the consolidated
financial position of Lantronix, Inc. and its subsidiaries (collectively, the
"Company") at March 31, 2004, and the consolidated results of its operations for
the three and nine months ended March 31, 2004 and 2003 and its cash flows for
the nine months ended March 31, 2004 and 2003. All intercompany accounts and
transactions have been eliminated. It should be understood that accounting
measurements at interim dates inherently involve greater reliance on estimates
than at year-end. The results of operations for the three and nine months ended
March 31, 2004 are not necessarily indicative of the results to be expected for
the full year or any future interim periods.
These financial statements do not include certain footnotes and financial
presentations normally required under generally accepted accounting principles.
Therefore, they should be read in conjunction with the audited consolidated
financial statements and notes thereto for the year ended June 30, 2003,
included in the Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission ("SEC") on September 29, 2003.
In March 2004, the Company completed the sale of substantially all of the
net assets of Premise Systems, Inc. ("Premise") (Note 9). The Company's
condensed consolidated financial statements have been presented to reflect
Premise as a discontinued operation for all periods.
Reclassifications
Certain amounts in the fiscal 2003 Condensed Consolidated Financial
Statements have been reclassified to conform with the fiscal 2004 presentation.
2. RECENT ACCOUNTING PRONOUNCEMENTS
In January 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46, "Consolidation of Variable Interest Entities, an
Interpretation of ARB No. 51," ("FIN 46"). FIN 46 requires certain variable
interest entities ("VIE") to be consolidated by the primary beneficiary of the
entity if the equity investors in the entity do not have the characteristics of
a controlling financial interest or do not have sufficient equity at risk for
the entity to finance its activities without additional subordinated financial
support from other parties. FIN 46 is effective for all new VIEs created or
acquired after January 31, 2003. For VIEs created or acquired prior to February
1, 2003, the provisions of FIN 46 must be applied for the first interim or
annual period ending March 15, 2004. The Company reviewed its investments and
other arrangements, and determined that none of its investee companies are VIEs.
In May 2003, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 150, "Accounting For Certain Financial Instruments with
Characteristics of Both Liabilities and Equity" ("SFAS No. 150") which
establishes standards for how an issuer of financial instruments classifies and
measures certain financial instruments with characteristics of both liabilities
and equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances) if, at
inception, the monetary value of the obligation is based solely or predominantly
on a fixed monetary amount known at inception, variations in something other
than the fair value of the issuer's equity shares or variations inversely
related to changes in the fair value of the issuer's equity shares. SFAS No. 150
is effective for financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. The adoption of SFAS No. 150 did not have a
material impact on the Company's financial position, results of operations or
cash flows.
6
3. NET INCOME (LOSS) PER SHARE
Basic net income (loss) per share is calculated by dividing net income
(loss) by the weighted average number of common shares outstanding during the
period. Diluted net income (loss) per share is calculated by adjusting
outstanding shares assuming any dilutive effects of options. However, for
periods in which the Company incurred a net loss, these shares are excluded
because their effect would be to reduce recorded net loss per share.
The following table sets forth the computation of net income (loss) per share
(in thousands, except per share amounts):
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
------------------ -------------------
2004 2003 2004 2003
-------- -------- -------- ---------
Numerator for basic and diluted income (loss) per share:
Income (loss) from continuing operations $ 116 $(7,803) $(3,672) $(24,411)
Loss from discontinued operations (669) (2,118) (5,185) (4,034)
-------- -------- -------- ---------
Net loss $ (553) $(9,921) $(8,857) $(28,445)
======== ======== ======== =========
Denominator:
Weighted-average shares outstanding 57,627 55,251 56,568 54,510
Less: non-vested common shares outstanding (332) (332) (332) (332)
-------- -------- -------- ---------
Denominator for basic income (loss) per share 57,295 54,919 56,236 54,178
Effect of dilutive securities:
Stock options 792 - - -
-------- -------- -------- ---------
Denominator for dilutive income (loss) per share 58,087 54,919 56,236 54,178
======== ======== ======== =========
Basic income (loss) per share
Income (loss) from continuing operations $ 0.00 $ (0.14) $ (0.07) $ (0.45)
Loss from discontinued operations (0.01) (0.04) (0.09) (0.08)
-------- -------- -------- ---------
Basic net loss per share $ (0.01) $ (0.18) $ (0.16) $ (0.53)
======== ======== ======== =========
Diluted income (loss) per share
Income (loss) from continuing operations $ 0.00 $ (0.14) $ (0.07) $ (0.45)
Loss from discontinued operations (0.01) (0.04) (0.09) (0.08)
-------- -------- -------- ---------
Diluted net loss per share $ (0.01) $ (0.18) $ (0.16) $ (0.53)
======== ======== ======== =========
4. MARKETABLE SECURITIES
The Company defines marketable securities as income yielding securities,
which can be readily converted to cash. Marketable securities consist of
obligations of U.S. Government agencies, state, municipal and county
governments' notes and bonds.
5. INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out) or market
and consist of the following (in thousands):
MARCH 31, JUNE 30,
2004 2003
--------- --------
Raw materials . . . . . . . . . . . . . . $ 4,552 $ 5,109
Finished goods. . . . . . . . . . . . . . 7,940 7,940
Inventory at distributors . . . . . . . . 1,063 959
-------- --------
13,555 14,008
Reserve for excess and obsolete inventory (6,198) (7,997)
-------- --------
$ 7,357 $ 6,011
======== ========
7
6. GOODWILL AND PURCHASED INTANGIBLE ASSETS
Goodwill
The changes in the carrying amount of goodwill are as follows (in
thousands):
NINE MONTH
ENDED YEAR ENDED
MARCH 31, JUNE 30,
2004 2003
----------- ----------
Balance beginning of period. . . . . . . $ 9,488 $ 7,218
Goodwill acquired during the period. . . - 2,270
---------- ----------
Balance end of period. . . . . . . . . . $ 9,488 $ 9,488
========== ==========
Purchased Intangible Assets
The composition of purchased intangible assets is as follows (in
thousands):
MARCH 31, 2004 JUNE 30, 2003
---------------------------------- --------------------------------
USEFUL ACCUMULATED ACCUMULATED
LIVES GROSS AMORTIZATION NET GROSS AMORTIZATION NET
---------- ---------- -------------- ------ -------- -------------- ------
Existing technology. . 1-5 years $ 7,090 $ (4,625) $2,465 $ 7,090 $ (3,029) $4,061
Patent/core technology 5 405 (352) 53 405 (283) 122
Tradename/trademark. . 5 32 (23) 9 32 (18) 14
Non-compete agreements 2-3 140 (106) 34 140 (62) 78
---------- ---------- -------------- ------ -------- -------------- ------
Total . . . . . . . . $ 7,667 $ (5,106) $2,561 $7,667 $ (3,392) $4,275
========== ============== ====== ======== ============== ======
The amortization expense for purchased intangible assets for the nine
months ended March 31, 2004 was $1.7 million, of which $1.6 million was
amortized to cost of revenues and $118,000 was amortized to operating expenses.
The amortization expense for purchased intangible assets for the nine months
ended March 31, 2003 was $3.5 million, of which $2.9 million was amortized to
cost of revenues and $557,000 was amortized to operating expenses. The estimated
amortization expense for the remainder of fiscal 2004 and the next two years are
as follows (in thousands):
COST OF OPERATING
Fiscal year ending June 30: REVENUES EXPENSES TOTAL
--------- --------- ------
2004 (Remainder of fiscal year) $ 477 $ 29 $ 506
2005. . . . . . . . . . . . . . 1,431 65 1,496
2006. . . . . . . . . . . . . . 557 2 559
--------- --------- ------
Total . . . . . . . . . . . . . $ 2,465 $ 96 $2,561
========= ========= ======
Impairment of goodwill and purchased intangible assets
During the quarter ended December 31, 2003, the Company identified
indicators of an other than temporary impairment as it related to its Premise
acquisition of goodwill and purchased intangible assets. The Company performed
an assessment of the value of its goodwill and purchased intangible assets
related to the Premise acquisition in accordance with SFAS No. 142, "Goodwill
and Other Intangible Assets" and SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets ("SFAS No. 144")." The Company identified certain
conditions including continued losses and the inability to achieve significant
revenues from the existing home automation and media management software markets
as indicators of asset impairment. These conditions led to operating results and
forecasted future results that were substantially less than had been
anticipated. The Company revised its projections and determined that the
projected results utilizing a discounted cash flow valuation technique would not
fully support the carrying values of the goodwill and purchased intangible
assets associated with the Premise acquisition. Based on this assessment, the
Company recorded an impairment charge of $2.2 million during the second quarter
of fiscal 2004 to write-off the value of the Premise goodwill. Additionally
during the quarter ended December 31, 2003, the Company recorded a $790,000
impairment charge of the Premise purchased intangible assets of which $14,000
and $776,000 were charged to operating expenses and cost of revenues,
respectively. As a result of the sale of the Premise business unit, the goodwill
and purchase intangibles, net of Premise at June 30, 2003 have been included as
part of discontinued operations.
8
7. LONG-TERM INVESTMENTS
Long-term investments consist of a 14.9% and a 15.3% ownership interest in
Xanboo, Inc. ("Xanboo") at March 31, 2004 and June 30, 2003, respectively. The
Company is accounting for this long-term investment under the equity method
based upon the Company's ability, through representation on Xanboo's board of
directors, to exercise significant influence over its operations. The Company's
interest in the losses of Xanboo aggregating $413,000 and $1.1 million for the
nine months ended March 31, 2004 and 2003, respectively, have been recognized as
other expense in the condensed consolidated statements of operations.
8. RESTRUCTURING RESERVE
On September 12, 2002 and March 14, 2003, the Company announced a
restructuring plan to prioritize its initiatives around the growth areas of its
business, focus on profit contribution, reduce expenses, and improve operating
efficiency. These restructuring plans included a worldwide workforce reduction,
consolidation of excess facilities and other charges. The Company recorded
restructuring costs totaling $5.7 million, which were classified as operating
expenses in the consolidated statement of operations for the year ended June 30,
2003. These restructuring plans resulted in the reduction of approximately 58
regular employees worldwide. The Company recorded workforce reduction charges of
approximately $1.3 million related to severance and fringe benefits for the
terminated employees. The Company recorded charges of approximately $4.4 million
related to the consolidation of excess facilities, relating primarily to lease
terminations, non-cancelable lease costs, write-off of leasehold improvements
and termination of a contractual obligation.
During the quarter ended March 31, 2004, the Company completed the sale of
its Premise business unit as more fully disclosed in Note 9. As a result, the
Company recorded approximately $670,000 which are included in discontinued
operations of restructuring charges included in discontinued operations of which
$633,000 related to certain future lease obligations and $37,000 related to
workforce reductions of 3 Premise employees that were not transferred to the
buyer.
During the quarter ended March 31, 2004, approximately $2.1 million of
restructuring charges were recovered related to a favorable settlement of a
contractual obligation, consolidation of excess facilities and workforce
reductions which were previously accrued for in fiscal year 2003. The remaining
restructuring reserve is related to facility closures in Naperville, Illinois,
Hillsboro, Oregon, Redmond, Washington and Ames, Iowa. Payments under the lease
obligations will end in fiscal 2007.
A summary of the activity in the restructuring reserve account is as follows (in
thousands):
CHARGES AGAINST RESTRUCTURE
RESTRUCTURING
RESTRUCTURING COSTS CASH RESTRUCTURING
RESERVE AT INCLUDED IN CHARGES RESERVE AT
JUNE 30, DISCONTINUED AGAINST RESTRUCTURING MARCH 31,
2003 OPERATIONS RESERVE RECOVERY 2004
------------- ------------- ------- ------------- -------------
Workforce reductions . . . . . . . $ 260 $ 37 $ (93) $ (183) $ 21
Contractual obligations. . . . . . 2,000 - (450) (1,550) -
Consolidation of excess facilities 975 633 (247) (366) 995
------------- ------------- ------- ------------- -------------
Total. . . . . . . . . . . . . . . $ 3,235 $ 670 $ (790) $ (2,099) $ 1,016
============= ============= ======= ============= =============
9. DISCONTINUED OPERATIONS
In August 2001, the FASB issued SFAS No. 144. SFAS No. 144 supersedes FASB
Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of;" however, it retains the fundamental
provisions of that statement related to the recognition and measurement of the
impairment of long-lived assets to be "held and used." SFAS No. 144 also
supersedes the accounting and reporting provisions of Accounting Principles
Board ("APB") Opinion No. 30, "Reporting the Results of Operation's - Reporting
the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions" (APB 30), for the disposal
of a segment of a business. Under SFAS No. 144, a component of a business that
9
is held for sale is reported in discontinued operations if (i) the operations
and cash flows will be, or have been, eliminated from the ongoing operations of
the company and, (ii) the company will not have any significant continuing
involvement in such operations.
In March 2004, the Company completed the sale of substantially all of the
net assets of its Premise business unit for $1.0 million less costs of $408,000.
The net revenues and loss from discontinued operations are as follows (in
thousands):
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
------------------ ------------------
2004 2003 2004 2003
-------- -------- -------- --------
Net revenues $ 23 $ 22 $ 86 $ 77
======== ======== ======== ========
Loss from discontinued operations $(1,261) $(2,118) $(5,777) $(4,034)
Gain on sale of assets of discontinued operations 592 - 592 -
-------- -------- -------- --------
Loss from discontinued operations, net of income taxes of $0 $ (669) $(2,118) $(5,185) $(4,034)
======== ======== ======== ========
The assets and liabilities of the discontinued operations consisted of the
following (in thousands):
JUNE 30, 2003
--------------
Accounts receivable, net . . . . . . . . . . $ 40
Prepaid expenses and other current assets. . 27
Property and equipment, net. . . . . . . . . 157
Goodwill . . . . . . . . . . . . . . . . . . 2,238
Purchased intangible assets, net . . . . . . 1,119
Other assets . . . . . . . . . . . . . . . . 9
--------------
Total assets of discontinued operations. . . $ 3,590
==============
Accounts payable . . . . . . . . . . . . . . $ 27
Accrued payroll and related expenses . . . . 182
Other current liabilities. . . . . . . . . . 30
--------------
Total liabilities of discontinued operations $ 239
==============
10. 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
current warranty periods generally range from ninety days to two years from the
date of shipment. In addition, the Company also sells extended warranty services
which extend the warranty period for an additional one to three years. The
following table is a reconciliation of the changes to the product warranty
liability for the periods presented:
NINE MONTHS
ENDED YEAR ENDED
MARCH 31, JUNE 30,
2004 2003
------------ -----------
Balance beginning of period . $ 1,193 $ 479
Charged to costs and expenses 475 878
Charged to other expenses (331) (153)
------------ -----------
Deductions - (11)
------------ -----------
Balance end of period . . . . $ 1,337 $ 1,193
============ ===========
10
11. PROVISION FOR INCOME TAXES AND EFFECTIVE TAX RATE
The Company utilizes the liability method of accounting for income taxes as
set forth in SFAS No. 109, "Accounting for Income Taxes." The Company's
effective tax rate was 6% and 0% for the nine month periods ended March 31, 2004
and 2003, respectively. The federal statutory rate was 34% for both periods. The
effective tax rate associated with the income tax expense for both the nine
month periods ended March 31, 2004 and 2003, was lower than the federal
statutory rate primarily due to the increase in valuation allowance, as well as
the amortization of stock-based compensation for which no current year tax
benefit was provided. In October 2003, the Internal Revenue Service completed
its audit of the Company's federal income tax returns for the years ended June
30, 1999, 2000 and 2001. As a result, the Company will be required to pay
approximately $750,000 in tax and interest to the Internal Revenue Service and
the California Franchise Tax Board, in fiscal 2004. The Company had accrued for
this liability in prior fiscal periods. As of March 31, 2004, the Company has
paid $222,000 and $528,000 is expected to be paid during the quarter ended June
30, 2004.
12. BANK LINE OF CREDIT AND DEBT
In January 2002, the Company entered into a two-year line of credit with a
bank in an amount not to exceed $20.0 million. Borrowings under the line of
credit bear interest at either (i) the prime rate or (ii) the LIBOR rate plus
2.0%. The Company was required to pay a $100,000 facility fee of which $50,000
was paid upon the closing and $50,000 was to be paid. The Company was also
required to pay a quarterly unused line fee of .125% of the unused line of
credit balance. Since establishing the line of credit, the Company has twice
reduced the amount of the line, modified customary financial covenants, and
adjusted the interest rate to be charged on borrowings to the prime rate plus
..50%, and eliminated the LIBOR option. Effective July 25, 2003, the Company
further modified this line of credit, reducing the revolving line to $5.0
million, and adjusting the customary affirmative and negative covenants. The
Company is also required to maintain certain financial ratios as defined in the
agreement. The agreement has an annual revolving maturity date that renews on
the effective date. The $50,000 facility fee was reduced to $12,500 and paid.
The Company's borrowing base at March 31, 2004 was $3.2 million. In March 2004,
the Company borrowed $500,000 against this line of credit. Additionally, The
Company has used letters of credit available under its line of credit totaling
Approximately $989,000 in place of cash to fund deposits on leases, tax account
deposits and Security deposits. As a result, the Company's available line of
credit at March 31, 2004 was $1.7 million. The Company is currently in
compliance with the revised financial covenants of the July 25, 2003 amended
line of credit. Pursuant to the line of credit, the Company is restricted from
paying any dividends.
The Company issued a two-year note in the principal amount of $867,000 as a
result of its acquisition of Stallion, accruing interest at a rate of 2.5% per
annum. The note is convertible into the Company's common stock at any time, at
the election of the holders, at a $5.00 conversion price. The note is due in
August 2004.
13. COMPREHENSIVE LOSS
SFAS No. 130, "Reporting Comprehensive Income (Loss)," establishes
standards for reporting and displaying comprehensive income (loss) and its
components in the condensed consolidated financial statements.
The components of comprehensive loss are as follows (in thousands):
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH31,
------------------ -------------------
2004 2003 2004 2003
------ -------- -------- ---------
Net loss $(553) $(9,921) $(8,857) $(28,445)
Other comprehensive loss:
Change in accumulated translation adjustments (23) 73 85 114
------ -------- -------- ---------
Total comprehensive loss $(576) $(9,848) $(8,772) $(28,331)
====== ======== ======== =========
14. STOCK-BASED COMPENSATION
The Company has in effect several stock-based plans under which
non-qualified and incentive stock options have been granted to employees,
non-employee board members and other non-employees. The Company also has an
employee stock purchase plan for all eligible employees. The Company accounts
for stock-based awards to employees in accordance with APB Opinion No. 25,
11
"Accounting for Stock Issues to Employees" ("APB 25"), and related
interpretations, and has adopted the disclosure-only alternative of SFAS No.
123, "Accounting for Stock-Based Compensation" ("SFAS No. 123") and SFAS No.
148, "Accounting for Stock-Based Compensation Transition and Disclosure."
Options granted to non-employees, as defined, have been accounted for at fair
market value in accordance with SFAS No. 123.
In accordance with the disclosure requirements of SFAS No. 123, set forth
below are the assumptions used and pro forma statement of operations data of the
Company giving effect to valuing stock-based awards to employees using the
Black-Scholes option pricing model instead of the guidelines provided by APB No.
25. Among other factors, the Black-Scholes model considers the expected life of
the option and the expected volatility of the Company's stock price in arriving
at an option valuation.
The results of applying the requirements of the disclosure-only alternative
of SFAS No. 123 to the Company's stock-based awards to employees would
approximate the following (in thousands, except per share data):
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
-------------------- --------------------
2004 2003 2004 2003
-------- ---------- --------- ---------
Net loss - as reported $ (553) $ (9,921) $ (8,857) $(28,445)
Add: Stock-based compensation expense included in net loss - as
reported 100 513 344 1,330
Deduct: Stock-based compensation expense determined under fair value
method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (775) (4,043) (2,558) (7,735)
-------- ---------- --------- ---------
Net loss - pro forma $(1,228) $ (13,451) $(11,071) $(34,850)
======== ========== ========= =========
Net loss per share (basic and diluted) - as reported $ (0.01) $ (0.18) $ (0.16) $ (0.53)
======== ========== ========= =========
Net loss per share (basic and diluted) - pro forma $ (0.02) $ (0.24) $ (0.20) $ (0.64)
======== ========== ========= =========
15. LITIGATION
Government Investigation
The SEC is conducting a formal investigation of the events leading up to
the Company's restatement of its financial statements on June 25, 2002. The
Department of Justice is also conducting an investigation concerning events
related to the restatement.
Class Action Lawsuits
On May 15, 2002, Stephen Bachman filed a class action complaint entitled
Bachman v. Lantronix, Inc., et al., No. 02-3899, in the U.S. District Court for
the Central District of California against the Company and certain of its
current and former officers and directors alleging violations of the Securities
Exchange Act of 1934 and seeking unspecified damages. Subsequently, six similar
actions were filed in the same court. Each of the complaints purports to be a
class action lawsuit brought on behalf of persons who purchased or otherwise
acquired the Company's common stock during the period of April 25, 2001 through
12
May 30, 2002, inclusive. The complaints allege that the defendants caused the
Company to improperly recognize revenue and make false and misleading statements
about its business. Plaintiffs further allege that the defendants materially
overstated the Company's reported financial results, thereby inflating its stock
price during its securities offering in July 2001, as well as facilitating the
use of its common stock as consideration in acquisitions. The complaints have
subsequently been consolidated into a single action and the court has appointed
a lead plaintiff. The lead plaintiff filed a consolidated amended complaint on
January 17, 2003. The amended complaint now purports to be a class action
brought on behalf of persons who purchased or otherwise acquired the Company's
common stock during the period of August 4, 2000 through May 30, 2002,
inclusive. The amended complaint continues to assert that the Company and the
individual officer and director defendants violated the 1934 Act, and also
includes alleged claims that the Company and its officers and directors violated
the Securities Act of 1933 arising from the Company's Initial Public Offering in
August 2000. The Company filed a motion to dismiss the additional allegations on
March 3, 2003. The Court granted the motion, with leave to amend, on December
31, 2003. Plaintiffs filed its second amended complaint on March 10, 2004. The
hearing on the motion to dismiss is scheduled to take place on May 10, 2004.
Derivative Lawsuit
On July 26, 2002, Samuel Ivy filed a shareholder derivative complaint
entitled Ivy v. Bernhard Bruscha, et al., No. 02CC00209, in the Superior Court
of the State of California, County of Orange, against certain of the Company's
current and former officers and directors. On January 7, 2003, the plaintiff
filed an amended complaint. The amended complaint alleges causes of action for
breach of fiduciary duty, abuse of control, gross mismanagement, unjust
enrichment, and improper insider stock sales. The complaint seeks unspecified
damages against the individual defendants on the Company's behalf, equitable
relief, and attorneys' fees.
The Company filed a demurrer/motion to dismiss the amended complaint on
February 13, 2003. The basis of the demurrer is that the plaintiff does not have
standing to bring this lawsuit since plaintiff has never served a demand on the
Company's Board that the Board take certain actions on behalf of the Company. On
April 17, 2003, the Court overruled the Company's demurrer. All defendants have
answered the complaint and generally denied the allegations. Discovery has
commenced, but no trial date has been established.
Employment Suit Brought by Former Chief Financial Officer and Chief Operating
Officer Steven Cotton
On September 6, 2002, Steven Cotton, the Company's former CFO and COO,
filed a complaint entitled Cotton v. Lantronix, Inc., et al., No. 02CC14308, in
the Superior Court of the State of California, County of Orange. The complaint
alleges claims for breach of contract, breach of the covenant of good faith and
fair dealing, wrongful termination, misrepresentation, and defamation. The
complaint seeks unspecified damages, declaratory relief, attorneys' fees and
costs. Discovery has not commenced and no trial date has been established.
The Company filed a motion to dismiss on October 16, 2002, on the grounds
that Mr. Cotton's complaints are subject to the binding arbitration provisions
in Mr. Cotton's employment agreement. On January 13, 2003, the Court ruled that
five of the six counts in Mr. Cotton's complaint are subject to binding
arbitration. The court is staying the sixth count, for declaratory relief, until
the underlying facts are resolved in arbitration. No arbitration date has been
set.
Securities Claims Brought by Former Shareholders of Synergetic Micro Systems,
Inc. ("Synergetic")
On October 17, 2002, Richard Goldstein and several other former
shareholders of Synergetic filed a complaint entitled Goldstein, et al v.
Lantronix, Inc., et al in the Superior Court of the State of California, County
of Orange, against the Company and certain of its former officers and directors.
Plaintiffs filed an amended complaint on January 7, 2003. The amended complaint
alleges fraud, negligent misrepresentation, breach of warranties and covenants,
breach of contract and negligence, all stemming from its acquisition of
Synergetic. The complaint seeks an unspecified amount of damages, interest,
attorneys' fees, costs, expenses, and an unspecified amount of punitive damages.
On May 5, 2003, the Company answered the complaint and generally denied the
allegations in the complaint. Discovery has commenced but no trial date has been
established.
Suit filed by Lantronix Against Logical Solutions, Inc. ("Logical")
On March 25, 2003, the Company filed in Connecticut state court (Judicial
District of New Haven) a complaint entitled Lantronix, Inc. and Lightwave
Communications, Inc. v. Logical Solutions, Inc., et. al. This is an action for
unfair and deceptive trade practices, unfair competition, unjust enrichment,
conversion, misappropriation of trade secrets and tortuous interference with
contractual rights and business expectancies. The Company sought preliminary and
permanent injunctive relief and damages. The individual defendants are all
former employees of Lightwave Communications, a company that the Company
acquired in June 2001. The Court issued a decision for the defense on December
11, 2003. The Company filed a notice of appeal in the Connecticut Court of
Appeal on December 30, 2003. The Company withdrew its notice of appeal on or
about March 12, 2004.
13
Patent Infringement Litigation
By a letter dated April 15, 2004, Digi International ("Digi") informed the
Company that Digi has filed but has not served a complaint alleging that certain
of the Company's products infringe Digi's U.S. Patent No. 6,446,192. Digi filed
the complaint in the U.S. District Court in Minnesota. The Company is currently
analyzing the patent.
The Company filed, on May 3, 2004, a complaint against Digi, alleging that
certain of Digi's products infringe the Company's U.S. Patent No. 6,571,305, in
the U.S. District Court for the Central District of California. The complaint
seeks both monetary and non-monetary relief from Digi's alleged infringement.
Other
From time to time, the Company is subject to other legal proceedings and
claims in the ordinary course of business. The Company is currently 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.
The pending lawsuits involve complex questions of fact and law and likely
will continue to require the expenditure of significant funds and the diversion
of other resources to defend. Management is unable to determine the outcome of
its outstanding legal proceedings, claims and litigation involving the Company,
its subsidiaries, directors and officers and cannot determine the extent to
which these results may have a material adverse effect on the Company's
business, results of operations and financial condition taken as a whole. The
results of litigation are inherently uncertain, and adverse outcomes are
possible. The Company is unable to estimate the range of possible loss from
outstanding litigation, and no amounts have been provided for such matters in
the condensed consolidated financial statements.
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
You should read the following discussion and analysis in conjunction with
the Unaudited Condensed Consolidated Financial Statements and related Notes
thereto contained elsewhere in this Report. The information in this Quarterly
Report on Form 10-Q is not a complete description of our business or the risks
associated with an investment in our common stock. We urge you to carefully
review and consider the various disclosures made by us in this Report and in
other reports filed with the Securities and Exchange Commission ("SEC"),
including our Annual Report on Form 10-K for the fiscal year ended June 30, 2003
and our subsequent reports on Form 8-K that discuss our business in greater
detail.
The section entitled "Risk Factors" set forth below, and similar
discussions in our other SEC filings, discuss some of the important factors that
may affect our business, results of operations and financial condition. You
should carefully consider those factors, in addition to the other information in
this Report and in our other filings with the SEC, before deciding to invest in
our company or to maintain or increase your investment.
This report contains forward-looking statements which include, but are not
limited to, statements concerning projected net revenues, expenses, gross profit
and income (loss), the need for additional capital, market acceptance of our
products, our ability to consummate acquisitions and integrate their operations
successfully, our ability to achieve further product integration, the status of
evolving technologies and their growth potential and our production capacity.
These forward-looking statements are based on our current expectations,
estimates and projections about our industry, our beliefs, and certain
assumptions made by us. Words such as "anticipates," "expects," "intends,"
"plans," "believes," "seeks," "estimates," "may," "will" and variations of these
words or similar expressions are intended to identify forward-looking
statements. In addition, any statements that refer to expectations, projections
or other characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. These statements are not
guarantees of future performance and are subject to certain risks, uncertainties
and assumptions that are difficult to predict. Therefore, our actual results
could differ materially and adversely from those expressed in any
forward-looking statements as a result of various factors. We undertake no
obligation to revise or update publicly any forward-looking statements for any
reason.
OVERVIEW
Lantronix designs, develops and markets devices and software solutions that
make it possible to access, manage, control and configure almost any electronic
device over the Internet or other networks. We are a leader in providing
innovative networking solutions. We were initially formed as "Lantronix," a
California corporation, in June 1989. We reincorporated as "Lantronix, Inc.," a
Delaware corporation in May 2000.
We have a history of providing devices that enable information technology
("IT") equipment to network using standard protocols for connectivity, including
fiber optic, Ethernet and wireless. Our first device was a terminal server that
allowed "dumb" terminals to connect to a network. Building on the success of our
terminal servers, we introduced a complete line of print servers in 1991 that
enabled users to inexpensively share printers over a network. Over the years, we
have continually refined our core technology and have developed additional
innovative networking solutions that expand upon the business of providing our
customers network connectivity. With the expansion of networking and the
Internet, our technology focus is increasingly broader, so that our device
solutions provide a product manufacturer with the ability to network their
products within the industrial, service and consumer markets.
We provide three broad categories of products: "device networking
solutions," that enable almost any electronic product to be connected to a
network; "IT management solutions," that enable multiple pieces of hardware,
usually IT-related network hardware such as servers, routers, switches, and
similar pieces of equipment to be managed over a network; and "other" products
and services that include legacy older product offerings such as print servers,
KVM and video extension and switching devices, royalty income from legacy
software licenses, and miscellaneous items. The expansion of our business in the
future is directed at the first two of these categories, device networking and
IT management solutions.
Today, our solutions include fully integrated hardware and software
devices, as well as software tools to develop related customer applications.
Because we deal with network connectivity, we provide hardware solutions to
extremely broad market segments, including industrial, medical, commercial,
financial, governmental, retail and building automation, and many more. Our
technology is used with products 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, point of sale terminals, time
clocks, and virtually any product that has some form of standard data control
capability. Our current product offerings include a wide range of hardware
devices of varying size, packaging and, where appropriate, software solutions
that allow our customers to network-enable virtually any electronic product.
15
THE NATURE OF OUR BUSINESS
Currently, we develop our products through engineering and product
development activities of our research and development organization. In prior
years, most engineering and product development was outsourced with independent
contractors. This practice has been discontinued; however some portions of our
engineering are subcontracted as needed. We use outside contract manufacturers
to make our products, which are then taken to market by our marketing and sales
organizations.
We sell our devices through a global network of distributors, system
integrators, value added resellers (VARs), manufacturers' representatives and
original equipment manufacturers (OEMs). In addition, we sell directly to
selected accounts. One customer, Ingram Micro, accounted for approximately 14.2%
and 10.8% of our net revenues for the nine months ended March 31, 2004 and 2003,
respectively. Accounts receivable attributable to this domestic customer
accounted for approximately 15.0% and 9.7% of total accounts receivable at March
31, 2004 and June 30, 2003, respectively.
One international customer, transtec AG, which is a related party due to
common ownership by our largest stockholder and former Chairman of our Board of
Directors, Bernhard Bruscha, accounted for approximately 3.1% and 3.7% of our
net revenues for the nine months ended March 31, 2004 and 2003, respectively. No
significant accounts receivable balances were due from this related party at
March 31, 2004 and June 30, 2003.
DISCONTINUED OPERATIONS
In August 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"). SFAS No. 144
supersedes FASB Statement No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of"; however, it retains the
fundamental provisions of that statement related to the recognition and
measurement of the impairment of long-lived assets to be "held and used." SFAS
No. 144 also supersedes the accounting and reporting provisions of Accounting
Principles Board ("APB") Opinion No. 30, "Reporting the Results of Operation's -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions" ("APB 30"), for the
disposal of a segment of a business. Under SFAS No. 144, a component of a
business that is held for sale is reported in discontinued operations if (i) the
operations and cash flows will be, or have been, eliminated from the ongoing
operations of the company and, (ii) the company will not have any significant
continuing involvement in such operations.
In March 2004, the Company completed the sale of substantially all of the
net assets of its Premise business unit for $1.0 million less costs of $408,000.
Impairment of goodwill and purchased intangible assets
During the quarter ended December 31, 2003, we identified indicators of an
other than temporary impairment as it related to our Premise acquisition of
goodwill and purchased intangible assets. We performed an assessment of the
value of our goodwill and purchased intangible assets in accordance with SFAS
No. 142, "Goodwill and Other Intangible Assets" and SFAS No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets." We identified certain
conditions including continued losses and the inability to achieve significant
revenue from the existing home automation and media management software markets
as indicators of asset impairment. These conditions led to operating results and
forecasted future results that were substantially less than had been
anticipated. We revised our projections and determined that the projected
results utilizing a discounted cash flow valuation technique would not fully
support the carrying values of the goodwill and purchased intangible assets
associated with the Premise acquisition. Based on this assessment, we recorded
an impairment charge of $2.2 million during the quarter ended December 31, 2003
to write-off the value of the Premise goodwill. Additionally during the second
quarter of fiscal 2004, we recorded a $790,000 impairment charge of the Premise
purchased intangible assets of which $14,000 and $776,000 were charged to
operating expenses and cost of revenues, respectively. These costs relate to the
Premise discontinued operations. As a result of the sale of the Premise business
unit, the goodwill and purchased intangibles, net of Premise at June 30, 2003
have been included as part of discontinued operations.
During the quarter ended March 31, 2004, we sold the assets related to our
Premise business unit to an undisclosed buyer for $1.0 million cash. As we
announced previously, after paying all related transaction fees, resolving our
lease commitments, and paying other restructuring costs related to the
transaction, the transaction will have a favorable impact on our cash balance of
approximately $200,000 to $300,000. For the quarter ended March 31, 2004, the
impact of the Premise business unit resulted in a $669,000 loss recorded as
discontinued operations in our condensed consolidated statement of operations.
The loss from discontinued operations includes $556,000 of operating expenses,
restructuring costs of $728,000, and a gain on the sale of Premise of $592,000.
16
The following discussion of results of operations includes discussion of
continuing operations only.
SUMMARY OVERVIEW OF THE THIRD FISCAL QUARTER ENDED MARCH 31, 2004
As described in more detail elsewhere in this document, our business
operated in a manner consistent with the previous three quarters during the
quarter ended March 31, 2004. Net revenues decreased modestly from the prior
quarter from $12.5 million for the quarter ended December 31, 2003, to $12.3
million this quarter. We attribute the decline in revenues to seasonality; both
our competitors and we typically seem to incur small revenue decreases in the
quarters ending March 31. We were pleased that net revenues from our relatively
new XPort device increased by approximately 26% during the quarter ended March
31, 2004 over the prior quarter ended December 31, 2003 and now represent more
than 5% of our total net revenues. The XPort device was introduced in the
quarter ended March 31, 2003.
Our cash, cash equivalents and marketable securities balance decreased by
$390,000 from $13.3 million at December 31, 2003 to $12.9 million at March 31,
2004, comparable to the reduction in our prior quarter, ended December 31, 2003
where our cash, cash equivalents and marketable securities decreased by
$214,000. During the most recent quarter, we borrowed $500,000 from our bank
credit line to finance the resolution of a long-term contractual commitment
described below.
Our gross margin was 56.2% for the quarter ended March 31, 2004, compared
to a gross margin of 25.2% for the same quarter a year earlier. This gross
margin was higher than the 38.6% for the quarter ended December 31, 2003, as
well. The improvement is primarily due to a benefit from a reduction in excess
and obsolete inventory reserves during the quarter, compared to an expense in
the prior quarter and same quarter of the prior year due to increased inventory
reserves. In addition, we have incurred lower costs related to amortization of
intangible assets that are recorded in cost of revenues; these lower
amortization costs will continue in future quarters.
For the quarter ended March 31, 2004, we had income from continuing
operations of $116,000, compared to a loss of $7.8 million for the same quarter
prior year. While our operations have improved, this result is unusual, and is
primarily the result of the favorable accounting adjustments to previously
recorded restructuring reserves.
The primary factor that contributes to our income from continuing
operations is the final resolution of our restructuring reserves that were
established in the quarters ended September 30, 2002 and March 31, 2003. We
recorded total reserves of $5.7 million, which were to cover the estimated costs
to terminate employees, resolve lease obligations, close our Milford,
Connecticut facility and manufacturing operations, close several other offices,
and terminate long-term contractual obligations that were no longer deemed to be
appropriate to our size at that time and our business outlook. As part of our
final adjustment to the reserves, we adjusted amounts set aside to satisfy lease
obligations that were part of the restructuring (because we have been unable to
sublease certain facilities), and we satisfied a long-term contractual
obligation with a one-time payment. We borrowed $500,000 from our bank line to
finance this final payment, and will repay that amount with funds that otherwise
would have been used to make contractual payments. Effective July 1, 2004, our
expenses related to this commitment will be eliminated, saving approximately
$120,000 per quarter in the future.
After resolving all these matters, we booked a reduction in restructuring
costs of $2.1 million, which contributed to our operating income from continuing
operations for the quarter. This cost reduction was primarily offset by new
restructuring costs for the Premise discontinued operations, of $728,000,
resulting in a net reduction of restructuring costs of $1.4 million, in the
aggregate.
The quarter ended March 31, 2004 is a continuation of specific initiatives
we have been implementing for some time. Over the past seven quarters, there
have been significant changes to our operations that have an impact on our
performance quarter to quarter. For example:
- - In order to simplify and focus our activities, we reduced our individual
product offerings as measured by stock keeping units ("SKUs") by over 75%,
from approximately 18 months ago. During this period, we have experienced
relatively little decrease in net revenues, which have ranged from $11.8
million to $12.7 million each quarter. The quarter ended March 31, 2004
represents a continuation in that range. While we had seen two quarters of
consecutive revenue growth, the seasonality of our business saw revenues
decrease by approximately 1.5%, to $12.3 million.
17
- - We have consolidated our research and development ("R&D") activities from
as many as nine separate locations down to two facilities, with our closing
of the Premise-Redmond, Washington office. We now conduct or R&D
principally at our Irvine, California headquarters, and we have a small
staff in Milford, Connecticut. Our engineering staff in Irvine has expanded
from approximately 7 employees to approximately 61 over the past 24 months.
- - To continue our initiative to outsource our manufacturing rather than
maintain production facilities, and to achieve cost savings, we shut down
all manufacturing activities including a Milford, Connecticut facility in
February 2003. We now use contract manufacturers exclusively to make our
products.
- - We have built a new expanded sales and distribution organization to take
our products to market. This initiative is tailored to address the multiple
markets in which our products are used. Over the past several months, we
have expanded our sales and marketing management team, adding experienced
executives to product marketing, public relations, and channel marketing
positions. We have been successful at recruiting additional representation
with manufacturers' representatives; value added resellers, and new
employees for our direct sales force in the field and in-house.
OUTLOOK
Our outlook is unchanged from the previous quarter. We look forward to
increased acceptance of our current products and the net revenue increase that
such acceptance would bring. We are driving our business to become cash positive
and increase our cash, cash equivalents and marketable securities balances, and
thereafter reach profitability. Currently, we operate our business toward a
financial "model" that would yield a cash break-even in the $14.0 - $15.0
million quarterly revenue range.
Our device networking business is fundamentally directed to the market of
millions of products that could be networked together and/or connected to the
Internet. We see as inevitable, a world where myriads of devices are
interconnected to enhance their operation, maintenance, or to provide new
functionality. Independent researchers have made varying estimates as to the
size and rate of this expansion. However, networking growth as evidenced by our
net revenue growth or that of our peers is still in the early adoption phase. We
believe in the coming year that the market adoption of our networking solutions
devices will be initially in the commercial and industrial markets such as
security, medical, factory automation, refrigeration, and similar devices,
rather than into consumer electronics devices.
Our IT management business provides remote management solutions to our
customers' IT infrastructure of servers, routers, switches, power supplies, and
other devices that comprise their networks. This business was severely impacted
by the recession of the past several years, and we are just emerging from that
recession. While we have not yet achieved a high rate of net revenue growth, we
have confidence in the existence and viability of this target market, and we
continue to develop new, additional products and service offerings to add to
existing offerings. We believe that a high percentage of installed equipment is
not served by remote management devices and solutions at the current time, and
this is an opportunity for us.
Our performance over the past four quarters has resulted in lower cash
usage than this model might indicate. We incur legal expenses that increase and
decrease with activity each quarter, and we have occasional annual expenses we
have to pay. On the other hand, we have benefited from other cash trends to
improve cash flow by managing balance sheet accounts. We have previously
indicated guidance that we are managing our business such that we have a target
cash usage in the range of $1.0 million per quarter; as noted, we have been
doing somewhat better than this guidance. Over the past four quarters, we have
had a series of events which have, from time to time, provided cash because of
specific transactions such as our sale of Premise, our recovery of legal
expenses through insurance reimbursements, and we have exchanged deposits in the
form of cash with letters of credit. Alternatively, we have had events that used
cash. As a result of a tax audit, by June 30, 2004, we will have made payments
of approximately $750,000 to the Internal Revenue Service ("IRS") and California
Franchise Tax Board to satisfy our liability for tax and interest as a result of
our completed IRS audit for the fiscal years ended June 30, 1999, 2000 and 2001.
We accrued for this liability in previous periods. We have paid $222,000 of this
liability through March 31, 2004. Additionally, in the first fiscal quarter of
2005, our convertible note will become due. If the notes are not converted to
our common stock, we will be required to pay up to $867,000. Over the past four
quarters, we have indicated an objective to manage cash such that our quarterly
net usage is in the range of $1.0 million with revenues in the range of
$12.0-$13.0 million per quarter. During these periods, actual quarterly cash
usage has been between $214,000 - $611,000. With the obligation to repay
$867,000 related to these notes, it is possible that actual cash usage could
exceed the $1.0 target in the first quarter of fiscal year 2005, unless higher
revenues or reduced expenses generate incremental cash that quarter.
18
The achievement of higher future net revenues is possible, we believe, as
the overall market for device networking and IT management devices expands and
the economic climate improves, as well as the increased market acceptance of new
products. This expansion of net revenues is reduced to some extent as the market
for older products decreases, primarily because of technological obsolescence.
We are actively developing new product offerings to complement existing core
products. During the past several months, we introduced four new products we
believe will contribute to our ultimate growth in revenues, such as WiPort, a
wireless version of our XPort device server; Secure Box AES-encryption device
networking products; a NEBS-compliant secure console server for
telecommunications applications; and SecureLinx Remote KVM product line, that
permits Windows-based network administrators to access their equipment remotely.
These new products should enable us to expand our business going forward, as
they are accepted by our existing and new customers.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in accordance with accounting
principles generally accepted in the United States requires us to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of net revenues
and expenses during the reporting period. We regularly evaluate our estimates
and assumptions related to net revenues, allowances for doubtful accounts, sales
returns and allowances, inventory reserves, goodwill and purchased intangible
asset valuations, warranty reserves, restructuring costs, litigation and other
contingencies. We base our estimates and assumptions on historical experience
and on various other factors that we believe to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. To the extent there are material differences between our
estimates and the actual results, our future results of operations will be
affected.
We believe the following critical accounting policies require us to make
significant judgments and estimates in the preparation of our condensed
consolidated financial statements:
Revenue Recognition
We do not recognize revenue until all of the following criteria are met:
persuasive evidence of an arrangement exists; delivery has occurred or services
have been rendered; our price to the buyer is fixed or determinable; and
collectibility is reasonably assured. Commencing July 1, 2000, we adopted a new
accounting policy for revenue recognition such that recognition of revenue and
related gross profit from sales to distributors are deferred until the
distributor resells the product. Net revenue from certain smaller distributors
for which point-of-sale information is not available, is recognized one month
after the shipment date. This estimate approximates the timing of the sale of
the product by the distributor to the end user. When product sales revenue is
recognized, we establish an estimated allowance for future product returns based
on historical returns experience; when price reductions are approved, we
establish an estimated liability for price protection payable on inventories
owned by product resellers. Should actual product returns or pricing adjustments
exceed our estimates, additional reductions to revenues would result. Revenue
from the licensing of software is recognized at the time of shipment (or at the
time of resale in the case of software products sold through distributors),
provided 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. Our
products typically carry a ninety day to two year warranty. Although we engage
in extensive product quality programs and processes, our warranty obligation is
affected by product failure rates, use of materials or service delivery costs
that differ from our estimates. As a result, additional warranty reserves could
be required, which could reduce gross margins. Additionally, we sell extended
warranty services which extend the warranty period for an additional one to
three years. Warranty revenue is recognized evenly over the warranty service
period.
Allowance for Doubtful Accounts
We maintain an allowance for doubtful accounts for estimated losses
resulting from the inability of our customers to make required payments. Our
allowance for doubtful accounts is based on our assessment of the collectibility
of specific customer accounts, the aging of accounts receivable, our history of
bad debts and the general condition of the industry. If a major customer's
credit worthiness deteriorates, or our customers' actual defaults exceed our
historical experience, our estimates could change and impact our reported
results. We also maintain a reserve for uncertainties relative to the collection
of officer notes receivable. Factors considered in determining the level of this
reserve include the value of the collateral securing the notes, our ability to
effectively enforce collection rights and the ability of the former officers to
honor their obligations.
Inventory Valuation
Our policy is to value inventories at the lower of cost or market on a
part-by-part basis. This policy requires us to make estimates regarding the
market value of our inventories, including an assessment of excess and obsolete
inventories. We determine excess and obsolete inventories based on an estimate
of the future sales demand for our products within a specified time horizon,
19
generally three to twelve months. The estimates we use for demand are also used
for near-term capacity planning and inventory purchasing and are consistent with
our revenue forecasts. In addition, specific reserves are recorded to cover
risks in the area of end of life products, inventory located at our contract
manufacturers, inventory in our sales channel and warranty replacement stock.
If our sales forecast is less than the inventory we have on hand at the end
of an accounting period, we may be required to take excess and obsolete
inventory charges which will decrease gross margin and net operating results for
that period.
Valuation of Deferred Income Taxes
We have recorded a valuation allowance to reduce our net deferred tax
assets to zero, primarily due to our inability to estimate future taxable
income. We consider estimated future taxable income and ongoing prudent and
feasible tax planning strategies in assessing the need for a valuation
allowance. If we determine that it is more likely than not that we will realize
a deferred tax asset, which currently has a valuation allowance, we would be
required to reverse the valuation allowance which would be reflected as an
income tax benefit at that time.
Goodwill and Purchased Intangible Assets
The purchase method of accounting for acquisitions requires extensive use
of accounting estimates and judgments to allocate the purchase price to the fair
value of the net tangible and intangible assets acquired, including in-process
research and development ("IPR&D"). Goodwill and intangible assets deemed to
have indefinite lives are no longer amortized but are subject to annual
impairment tests. The amounts and useful lives assigned to intangible assets
impact future amortization and the amount assigned to IPR&D is expensed
immediately. If the assumptions and estimates used to allocate the purchase
price are not correct, purchase price adjustments or future asset impairment
charges could be required.
Impairment of Long-Lived Assets
We evaluate long-lived assets used in operations when indicators of
impairment, such as reductions in demand or significant economic slowdowns, are
present. Reviews are performed to determine whether the carrying values of
assets are impaired based on a comparison to the undiscounted expected future
cash flows. If the comparison indicates that there is impairment, the expected
future cash flows using a discount rate based upon our weighted average cost of
capital is used to estimate the fair value of the assets. Impairment is based on
the excess of the carrying amount over the fair value of those assets.
Significant management judgment is required in the forecast of future operating
results that is used in the preparation of expected discounted cash flows. It is
reasonably possible that the estimates of anticipated future net revenue, the
remaining estimated economic lives of the products and technologies, or both,
could differ from those used to assess the recoverability of these assets. In
the event they are lower, additional impairment charges or shortened useful
lives of certain long-lived assets could be required.
Strategic Investments
We have made strategic investments in privately held companies for the
promotion of business and strategic investments. Strategic investments with less
than a 20% voting interest are generally carried at cost. We will use the equity
method to account for strategic investments in which we have a voting interest
of 20% to 50% or in which we otherwise have the ability to exercise significant
influence. Under the equity method, the investment is originally recorded at
cost and adjusted to recognize our share of net earnings or losses of the
investee, limited to the extent of our investment in, advances to the investee.
From time to time we are required to estimate the amount of our losses of the
investee. Our estimates are based on historical experience. The value of
non-publicly traded securities is difficult to determine. We periodically review
these investments for other-than-temporary declines in fair value based on the
specific identification method and write down investments to their fair value
when an other-than-temporary decline has occurred. We generally believe an
other-than-temporary decline has occurred when the fair value of the investment
is below the carrying value for two consecutive quarters, absent evidence to the
contrary. Fair values for investments in privately held companies are estimated
based upon the values of recent rounds of financing. Although we believe our
estimates reasonably reflect the fair value of the non-publicly traded
securities held by us, had there been an active market for the equity
securities, the carrying values might have been materially different than the
amounts reported. Future adverse changes in market conditions or poor operating
results of companies in which we have such investments could result in losses or
an inability to recover the carrying value of the investments that may not be
reflected in an investment's current carrying value and which could require a
future impairment charge.
Restructuring Charge.
Over the last several quarters we have undertaken, and we may continue to
undertake, significant restructuring initiatives, which have required us to
develop formalized plans for exiting certain business activities. We have had to
record estimated expenses for lease cancellations, contract termination
expenses, long-term asset write-downs, severance and outplacement costs and
20
other restructuring costs. Given the significance of, and the timing of the
execution of such activities, this process is complex and involves periodic
reassessments of estimates made at the time the original decisions were made.
Through December 31, 2002, the accounting rules for restructuring costs and
asset impairments required us to record provisions and charges when we had a
formal and committed plan. Beginning January 1, 2003, the accounting rules now
require us to record any future provisions and changes at fair value in the
period in which they are incurred. In calculating the cost to dispose of our
excess facilities, we had to estimate our future space requirements and the
timing of exiting excess facilities and then estimate for each location the
future lease and operating costs to be paid until the lease is terminated and
the amount, if any, of sublease income. This required us to estimate the timing
and costs of each lease to be terminated, including the amount of operating
costs and the rate at which we might be able to sublease the site. To form our
estimates for these costs, we performed an assessment of the affected facilities
and considered the current market conditions for each site. Our assumptions on
future space requirements, the operating costs until termination or the
offsetting sublease revenues may turn out to be incorrect, and our actual costs
may be materially different from our estimates, which could result in the need
to record additional costs or to reverse previously recorded liabilities. Our
policies require us to periodically evaluate the adequacy of the remaining
liabilities under our restructuring initiatives. As management continues to
evaluate the business, there may be additional charges for new restructuring
activities as well as changes in estimates to amounts previously recorded.
Settlement Costs
From time to time, we are involved in legal actions arising in the ordinary
course of business. We cannot assure you that these actions or other third party
assertions against us will be resolved without costly litigation, in a manner
that is not adverse to our financial position, results of operations or cash
flows. As facts concerning contingencies become known, we reassess our position
and make appropriate adjustments to the financial statements. There are many
uncertainties associated with any litigation. If our initial assessments
regarding the merits of a claim prove to be wrong, our results of operations and
financial condition could be materially and adversely affected. In addition, if
further information becomes available that causes us to determine a loss in any
of our pending litigation is probable and we can reasonably estimate a range of
loss associated with such litigation, then we would record at least the minimum
estimated liability. However, the actual liability in any such litigation may be
materially different from our estimates, which could result in the need to
record additional costs. We record our legal expenses as incurred; reimbursement
of legal expenses from insurance or other sources are recorded upon receipt.
CONSOLIDATED RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the percentage
of net revenues represented by each item in our condensed consolidated
statements of operations:
THREE MONTHS NINE MONTHS
ENDED ENDED
MARCH 31, MARCH 31,
--------------- ----------------
2004 2003 2004 2003
------ ------- ------- -------
Net revenues 100.0% 100.0% 100.0% 100.0%
Cost of revenues 43.8 74.8 49.4 66.0
------ ------- ------- -------
Gross profit 56.2 25.2 50.6 34.0
------ ------- ------- -------
Operating expenses:
Selling, general and administrative . . . . 53.4 58.5 48.7 59.4
Research and development. . . . . . . . . . 16.6 18.3 15.1 19.6
Stock based-compensation. . . . . . . . . . 0.7 4.0 0.8 3.4
Amortization of purchased intangible assets 0.2 2.4 0.3 1.5
Restructuring charges . . . . . . . . . . . (17.0) 1.0 (5.7) 13.1
------ ------- ------- -------
Total operating expenses 53.9 84.2 59.3 97.0
------ ------- ------- -------
Income (loss) from operations 2.3 (59.0) (8.7) (63.0)
Interest income (expense), net 0.1 0.2 0.1 0.8
Other income (expense), net (0.8) (4.3) (0.8) (2.5)
------ ------- ------- -------
Income (loss) before income taxes 1.5 (63.1) (9.4) (64.7)
Provision for income taxes 0.6 0.1 0.6 0.2
------ ------- ------- -------
Income (loss) from continuing operations 0.9% (63.2)% (9.9)% (64.9)%
====== ======= ======= =======
21
NET REVENUES
NET REVENUES BY PRODUCT CATEGORY
THREE MONTHS ENDED
MARCH 31,
---------
% OF NET % OF NET $ %
PRODUCT CATEGORIES 2004 REVENUE 2003 REVENUE VARIANCE VARIANCE
- ------------------ ------- -------- ------- -------- -------- ---------
Device networking $ 6,776 55.0% $ 7,139 57.9% $ (363) (5.1)%
IT management 3,184 25.9% 3,119 25.3% 65 2.1 %
Other 2,350 19.1% 2,082 16.9% 268 12.9 %
------- -------- ------ ------- -------- ---------
TOTAL $12,310 100.0% $12,340 100.0% $ (30) (0.2)%
======= ======== ======= ======= ======== =========
NINE MONTHS ENDED
MARCH 31,
---------
% OF NET % OF NET $ %
PRODUCT CATEGORIES 2004 REVENUE 2003 REVENUE VARIANCE VARIANCE
- ------------------ ------- -------- ------- -------- -------- --------
Device networking $20,311 54.9% $20,494 54.5% $ (183) (0.9)%
IT management 9,530 25.8% 9,530 25.3% - -
Other 7,168 19.4% 7,600 20.2% (432) (5.7)%
------- -------- ------- -------- -------- --------
TOTAL $37,009 100.0% $37,624 100.0% $ (615) (1.6)%
======= ======== ======= ======== ======== ========
The overall decrease in net revenues by product for the three months ended
March 31, 2004 is primarily due to a decrease in our device networking product
line offset by an increase in our other product line. The decrease in the device
networking product line net revenues is primarily due to our exit of the
industrial controller product line as we moved to better focus the business over
the past year. Device networking net revenues for the three months ended March
31, 2004 includes $113,000 in net revenues from our industrial controller
product line that we exited during the quarter ended September 30, 2003. Device
networking net revenues for the three months ended March 31, 2003 included
$677,000 of net revenues from this exited industrial controller product line.
Exiting this product line represented a $564,000 decrease in our device
networking net revenues which was partially offset by increases in other device
networking products, including our newly introduced XPort product. The increase
in our other product line was primarily attributable to an increase in our
visualization product line. The increase in our visualization product line is
primarily due to the timing of sales to our government contract customers.
The overall decrease in net revenues by product for the nine months ended
March 31, 2004 is primarily due to a decrease in our device networking and other
product lines. The decrease in the device networking product line net revenues
is primarily due to our exit of the industrial controller product line as we
moved to better focus the business over the past year. Device networking net
revenues for the nine months ended March 31, 2004 includes $260,000 in net
revenues from our industrial controller product line. Device networking net
revenues for the nine months ended March 31, 2003 included $1.7 million of net
revenues from this exited industrial controller product line. Exiting this
product line represented a $1.5 million decrease in our device networking net
revenues which was partially offset by increases in other device networking
products including our newly introduced XPort product. The decrease in our other
product line was primarily attributable to a decrease in our legacy Print Server
and U.S. Software product lines. We are no longer investing in the development
of these product lines and expect net revenues related to these product lines to
continue to decline in the future as we focus our investment in device
networking and IT management products.
NET REVENUES BY REGION
THREE MONTHS ENDED
MARCH 31,
---------
% OF NET % OF NET $ %
GEOGRAPHIC REGION 2004 REVENUE 2003 REVENUE VARIANCE VARIANCE
- ----------------- ------- -------- ------- -------- -------- --------
Americas $ 8,280 67.3% $ 9,407 76.2% $(1,127) (12.0)%
Europe 3,075 25.0% 2,559 20.7% 516 20.2%
Other 955 7.8% 374 3.0% 581 155.3%
------- -------- ------- -------- -------- --------
TOTAL $12,310 100.0% $12,340 100.0% $ (30) (0.2)%
======= ======== ======= ======== ======== ========
22
NINE MONTHS ENDED
MARCH 31,
---------
% OF NET % OF NET $ %
GEOGRAPHIC REGION 2004 REVENUE 2003 REVENUE VARIANCE VARIANCE
- ----------------- ------- -------- ------- -------- -------- --------
Americas $25,910 70.1% $28,946 77.0% $(3,036) (10.5)%
Europe 8,491 22.9% 7,644 20.3% 847 11.1 %
Other 2,608 7.0% 1,034 2.7% 1,574 152.2%
------- -------- ------- -------- -------- --------
TOTAL $37,009 100.0% $37,624 100.0% $ (615) (1.6)%
======= ======== ======= ======== ======== ========
The overall decrease in net revenues by region is primarily due to a
decrease in the Americas region. The decrease in net revenues in the Americas
region is primarily attributable to our exit of the industrial controller
product line as mentioned above, which was sold entirely in the Americas. The
increase in Europe is primarily due to an improved sales force and the addition
of new customers. The increase in other is primarily due to the signing of
several new customers and our increased sales efforts in the Asia Pacific
region.
GROSS PROFIT
THREE MONTHS ENDED
MARCH 31,
---------
% OF NET % OF NET $ %
2004 REVENUES 2003 REVENUES VARIANCE VARIANCE
------ -------- ------ -------- -------- --------
Gross profit $6,917 56.2% $3,114 25.2% $ 3,803 122.1%
====== ======== ====== ======== ======== ========
NINE MONTHS ENDED
MARCH 31,
---------
% OF NET % OF NET $ %
2004 REVENUES 2003 REVENUES VARIANCE VARIANCE
------- -------- ------- -------- -------- --------
Gross profit $18,717 50.6% $12,790 34.0% $ 5,927 46.3%
======= ======== ======= ======== ======== ========
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, amortization of purchased intangible
assets, impairment of purchased intangible assets, establishing or relieving
inventory reserves for excess and obsolete products or raw materials, overhead
and warranty costs. Cost of revenues for the three months ended March 31, 2004
and 2003 includes $532,000 and $1.1 million of amortization of purchased
intangible assets, respectively. Cost of revenues for the nine months ended
March 31, 2004 and 2003 includes $1.6 million and $2.9 million of amortization
of purchased intangible assets, respectively. At March 31, 2004, the unamortized
balance of purchased intangible assets that will be amortized to cost of
revenues was $2.5 million, of which $477,000 will be amortized in the remainder
of fiscal 2004, $1.4 million in fiscal 2005 and $557,000 in fiscal 2006. The
increase in gross profit was mainly attributable to inventory reserve recoveries
in fiscal 2004 compared to establishing significant inventory reserves in fiscal
2003, an overall reduction in payroll and payroll related costs due to the
closing of our Milford, Connecticut facility in February 2003 and a decrease in
the amortization of purchased intangible assets due to the impairment write-down
of $3.9 million during the fourth quarter of fiscal 2003.
SELLING, GENERAL AND ADMINISTRATIVE
THREE MONTHS ENDED
MARCH 31,
---------
% OF NET % OF NET $ %
2004 REVENUES 2003 REVENUES VARIANCE VARIANCE
------ --------- ------ --------- -------- --------
Selling, general and administrative $6,572 53.4% $7,225 58.5% $ (653) (9.0)%
====== ========= ====== ========= ======== ========
NINE MONTHS ENDED
MARCH 31,
---------
% OF NET % OF NET $ %
2004 REVENUES 2003 REVENUES VARIANCE VARIANCE
------- -------- ------- -------- -------- --------
Selling, general and administrative $18,027 48.7% $22,359 59.4% $(4,332) (19.4)%
======= ======== ======= ======== ======== ========
23
Selling, general and administrative expenses consist primarily of
personnel-related expenses including salaries and commissions, facility
expenses, information technology, trade show expenses, advertising, insurance
proceeds, and professional legal and accounting fees. Selling, general and
administrative expense decreased primarily due to reductions in headcount and
facility costs as a result of our fiscal 2003 restructurings, decrease in legal
and other professional fees, improvement in our accounts receivable resulting in
a reduction of our allowance for doubtful accounts offset by an increase in our
directors and officers insurance. The legal fees primarily relate to our defense
of the shareholder lawsuits and the SEC investigation. Legal fees incurred in
defense of the shareholder suits are reimbursable to the extent provided in our
directors and officers liability insurance policies, and subject to the coverage
limitations and exclusions contained in such policies. For the nine months ended
March 31, 2004, we have been reimbursed $1.7 million of these expenses. We
expect to receive additional reimbursements for legal fees in the future.
RESEARCH AND DEVELOPMENT
THREE MONTHS ENDED
MARCH 31,
---------
% OF NET % OF NET $ %
2004 REVENUES 2003 REVENUES VARIANCE VARIANCE
------ -------- ------ -------- -------- --------
Research and development $2,042 16.6% $2,260 18.3% $ (218) (9.6)%
====== ======== ====== ======== ======== ========
NINE MONTHS ENDED
MARCH 31,
---------
% OF NET % OF NET $ %
2004 REVENUES 2003 REVENUES VARIANCE VARIANCE
------ -------- ------ -------- -------- --------
Research and development $5,587 15.1% $7,367 19.6% $(1,780) (24.2)%
====== ======== ====== ======== ======== ========
Research and development expenses consist primarily of personnel-related
costs of employees, as well as expenditures to third-party vendors for research
and development activities. Research and development expenses decreased
primarily due to our fiscal 2003 restructurings which resulted in the
consolidation of our research and development activities to Milford,
Connecticut; and Irvine, California facilities. Generally, research and
development expenses are expected to increase modestly during the remainder of
fiscal 2004 as we increase headcount at our Irvine, California facility to
support new product development.
STOCK-BASED COMPENSATION
THREE MONTHS ENDED
MARCH 31,
---------
% OF NET % OF NET $ %
2004 REVENUES 2003 REVENUES VARIANCE VARIANCE
------ -------- ------ -------- -------- --------
Stock-based compensation $ 89 0.7% $ 490 4.0% $ (401) 81.8)%
====== ======== ====== ======== ======== ========
NINE MONTHS ENDED
MARCH 31,
---------
% OF NET % OF NET $ %
2004 REVENUES 2003 REVENUES VARIANCE VARIANCE
------ -------- ------ -------- -------- --------
Stock-based compensation $ 307 0.8% $1,270 3.4% $ (963) (75.8)%
====== ======== ====== ======== ======== ========
Stock-based compensation generally represents the amortization of deferred
compensation. We recorded no deferred compensation for the nine months ended
March 31, 2004 and recorded a reduction to deferred compensation as a result of
employee stock option forfeitures in the amount of $196,000 for the nine months
ended March 31, 2004. Deferred compensation represents the difference between
the fair value of the underlying common stock for accounting purposes and the
24
exercise price of the stock options at the date of grant 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 our acquisitions
calculated in accordance with current accounting guidelines. Deferred
compensation is presented as a reduction of stockholders' equity and is
amortized ratably over the respective vesting periods of the applicable options,
which is generally four years.
Included in cost of revenues is stock-based compensation of $11,000 and
$23,000 for the three months ended March 31, 2004 and 2003, respectively and
$37,000 and $60,000 for the nine months ended March 31, 2004 and 2003,
respectively. Stock-based compensation decreased primarily due to restructuring
whereby options for which deferred compensation has been recorded were forfeited
by terminated employees. Additionally, the decrease is due to the acceleration
of approximately $239,000 of stock-based compensation in January 2003 as a
result of our completion of a stock option exchange program whereby employees
holding options to purchase our common stock were given the opportunity to
cancel certain of their existing options in exchange for the opportunity to
receive new options. At March 31, 2004, a balance of $155,000 remains and will
be amortized as follows: $52,000 in the remainder of fiscal 2004, $86,000 in
fiscal 2005 and $17,000 in fiscal 2006.
AMORTIZATION OF PURCHASED INTANGIBLE ASSETS
THREE MONTHS ENDED
MARCH 31,
---------
% OF NET % OF NET $ %
2004 REVENUES 2003 REVENUES VARIANCE VARIANCE
---- -------- ---- -------- -------- --------
Amortization of purchased intangible assets $ 29 0.2% $301 2.4% $ (272) (90.4)%
==== ======== ==== ======== ======== ========
NINE MONTHS ENDED
MARCH 31,
---------
% OF NET % OF NET $ %
2004 REVENUES 2003 REVENUES VARIANCE VARIANCE
---- -------- ---- -------- -------- --------
Amortization of purchased intangible assets $118 0.3% $557 1.5% $ (439) (78.8)%
==== ======== ==== ======== ======== ========
Purchased intangible assets primarily include existing technology, patents
and non-compete agreements and are amortized on a straight-line basis over the
estimated useful lives of the respective assets, ranging from one to five years.
We obtained independent appraisals of the fair value of tangible and intangible
assets acquired in order to allocate the purchase price. In addition,
approximately $532,000 and $1.1 million of amortization of purchased intangible
assets has been classified as cost of revenues for the three months ended March
31, 2004 and 2003, respectively and $1.6 million and $2.9 million for the nine
months ended March 31, 2004 and 2003, respectively. At March 31, 2004, the
unamortized balance of purchased intangible assets that will be amortized to
future operating expense was $96,000, of which $29,000 will be amortized in the
remainder of fiscal 2004, $65,000 in fiscal 2005 and $2,000 in fiscal 2006.
RESTRUCTURING CHARGES
On September 12, 2002 and March 14, 2003, we announced a restructuring plan
to prioritize our initiatives around the growth areas of our business, focus on
profit contribution, reduce expenses, and improve operating efficiency. These
restructuring plans included a worldwide workforce reduction, consolidation of
excess facilities and other charges. We recorded restructuring costs totaling
$5.7 million, which were classified as operating expenses in the consolidated
statement of operations for the year ended June 30, 2003. These restructuring
plans resulted in the reduction of approximately 58 regular employees worldwide.
We recorded workforce reduction charges of approximately $1.3 million related to
severance and fringe benefits for the terminated employees. We recorded charges
of approximately $4.4 million related to the consolidation of excess facilities,
relating primarily to lease terminations, non-cancelable lease costs, write-off
of leasehold improvements and termination of a contractual obligation.
During the quarter ended March 31, 2004, we completed the sale of our
Premise business unit. As a result, we recorded approximately $670,000 of
restructuring charges of which $633,000 related to certain future lease
obligations and $37,000 related to workforce reductions of 3 Premise employees
that were not transferred to the buyer.
Included in discontinued operations, during the quarter ended March 31,
2004, approximately $2.1 million of restructuring charges were recovered related
to a favorable settlement of a contractual obligation, consolidation of excess
facilities and workforce reductions which were previously accrued for in fiscal
year 2003. The remaining restructuring reserve is related to facility closures
in Naperville, Illinois, Hillsboro, Oregon, Redmond, Washington and Ames, Iowa.
Payments under the lease obligations will end in fiscal 2007.
25
INTEREST INCOME (EXPENSE), NET
THREE MONTHS ENDED
MARCH 31,
---------
% OF NET % OF NET $ %
2004 REVENUES 2003 REVENUES VARIANCE VARIANCE
---- -------- ---- -------- -------- --------
Interest income (expense), net $ 8 0.1% $ 20 0.2% $ (12) (60.0)%
==== ======== ==== ======== ======== ========
NINE MONTHS ENDED
MARCH 31,
---------
% OF NET % OF NET $ %
2004 REVENUES 2003 REVENUES VARIANCE VARIANCE
---- -------- ---- -------- -------- --------
Interest income (expense), net $ 43 0.1% $287 0.8% $ (244) (85.0)%
==== ======== ==== ======== ======== ========
Interest income (expense), net consists primarily of interest earned on
cash, cash equivalents and marketable securities. The decrease is primarily due
to lower average investment balances and interest rates. Additionally, the
decrease in the average investment balance is due to increased legal and other
professional fees, settlement of litigation and contractual obligations, cash
portions of settlements with owners of some of the businesses we have acquired,
the settlement of the Milford lease obligation included in our restructuring
charge, the purchase of a joint interest in intellectual property from Gordian,
our acquisition of Stallion and to fund current operations.
OTHER INCOME (EXPENSE), NET
THREE MONTHS ENDED
MARCH 31,
---------
% OF NET % OF NET $ %
2004 REVENUES 2003 REVENUES VARIANCE VARIANCE
------ -------- ------ -------- -------- --------
Other income (expense), net $(103) (0.8)% $(527) (4.3)% $ 424 80.5%
====== ======== ====== ======== ======== ========
NINE MONTHS ENDED
MARCH 31,
---------
% OF NET % OF NET $ %
2004 REVENUES 2003 REVENUES VARIANCE VARIANCE
------ -------- ------ -------- -------- --------
Other income (expense), net $(283) (0.8)% $(935) (2.5)% $ 652 69.7%
====== ======== ====== ======== ======== ========
The decrease in other expense is primarily attributable to our gain on
foreign currency translation and a reduction in our share of the losses from our
investment in Xanboo.
PROVISION FOR INCOME TAXES AND EFFECTIVE TAX RATE
We utilize the liability method of accounting for income taxes as set forth
in SFAS No. 109, "Accounting for Income Taxes." Our effective tax rate was 6%
for the nine months ended March 31, 2004, and 0% for the nine months ended March
31, 2003. The federal statutory rate was 34% for both periods. Our effective tax
rate associated with the income tax expense for the nine months ended March 31,
2004, was lower than the federal statutory rate primarily due to the increase in
valuation allowance, 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 nine months ended March 31, 2003,
was lower than the federal statutory rate primarily due to the increase in
valuation allowance, as well as the amortization of stock-based compensation for
which no current year tax benefit was provided. In October 2003, the Internal
Revenue Service completed its audit of our federal income tax returns for the
years ended June 30, 1999, 2000 and 2001. As a result, we will be required to
pay approximately $750,000 in tax and interest to the Internal Revenue Service
and the California Franchise Tax Board, in fiscal 2004. We accrued for this
liability in prior fiscal periods. We have paid $222,000 of this liability
through March 31, 2004 and $528,000 is expected to be paid during the quarter
ended June 30, 2004.
26
IMPACT OF ADOPTION OF NEW ACCOUNTING STANDARDS
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities an Interpretation of ARB No. 51" ("FIN 46"). FIN 46
requires certain variable interest entities ("VIE") to be consolidated by the
primary beneficiary of the entity if the equity investors in the entity do not
have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN 46 is
effective for all new VIEs created or acquired after January 31, 2003. For VIEs
created or acquired prior to February 1, 2003, the provisions of FIN 46 must be
applied for the first interim or annual period ending after March 15, 2004. We
reviewed our investments and other arrangements and determined that none of our
investee companies are VIEs.
In May 2003, the FASB issued SFAS No. 150, "Accounting For Certain
Financial Instruments with Characteristics of Both Liabilities and Equity"
("SFAS No. 150") which establishes standards for how an issuer of financial
instruments classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances) if, at inception, the monetary value of the
obligation is based solely or predominantly on a fixed monetary amount known at
inception, variations in something other than the fair value of the issuer's
equity shares or variations inversely related to changes in the fair value of
the issuer's equity shares. SFAS No. 150 is effective for financial instruments
entered into or modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003. The
adoption of SFAS No. 150 did not have a material impact on our financial
position, results of operations or cash flows.
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 $9.8 million at March 31, 2004. Marketable
securities are income yielding securities which can be readily converted to
cash. Marketable securities consist of obligations of U.S. Government agencies,
state, municipal and county government notes and bonds and totaled $3.1 million
at March 31, 2004.
Our operating activities used cash of $2.1 million for the nine months
ended March 31, 2004. We incurred a net loss of $8.9 million of which $3.7
million is from continuing operations and $5.2 million is from discontinued
operations, which includes the following adjustments: depreciation of $1.4
million, amortization of purchased intangible assets of $1.7 million,
amortization of stock-based compensation of $344,000, equity losses from
unconsolidated businesses of $413,000 offset by a recovery in the restructuring
reserve of $1.4 million. The decrease in our restructuring reserve is primarily
due to the favorable settlement of a contractual obligation. The changes in our
operating assets consist of a decrease in contract manufacturer receivable of
$1.2 million, decrease in prepaid expenses and other assets of $1.2 million,
increase in other current liabilities of $1.1 million, decrease in restructure
reserve of $790,000, offset by an increase in inventories of $408,000, decrease
in accounts payable of $632,000 and a decrease in the balance due to Gordian of
$1.0 million and net assets of discontinued operations of $3.4 million. The
decrease in contract manufacturer receivables is due to improved collections.
The decrease in prepaid expenses and other current assets is primarily due to
the Gordian payment whereby we maintained a time deposit for $1.0 million as
well as the maturity of additional time deposits totaling $682,000. The increase
in other current liabilities is primarily due to an increase in accrued payroll
and an increase in general liabilities such as audit fees, legal fees,
contractual obligations and inventory purchases. The decrease in the
restructuring reserve is due payments on lease obligations and settlement of a
contractual obligation. The increase in inventories is primarily due to the
stocking of finished goods inventory as we bring up a new contract manufacturer
and introduce new products. The decrease in accounts payable is due to the
timing of payments to our suppliers. The decrease in the balance due to Gordian
is due to payments in accordance with the agreement. Net assets of discontinued
operations is due to the sale of the Premise business unit in March 2004.
Cash provided by investing activities was $3.5 million for the nine months
ended March 31, 2004 compared with a $4.6 million usage of cash for the nine
months ended March 31, 2003. We received $4.3 million in proceeds from the sale
of marketable securities. We used $552,000 to purchase marketable securities. We
also used $182,000 to purchase property and equipment.
Cash provided by financing activities was $1.0 million for the nine months
ended March 31, 2004 primarily related to the purchases by the employee stock
purchase plan and $500,000 in borrowings under our line of credit. Cash provided
by financing activities was $315,000 for the nine months ended March 31, 2003.
27
In January 2002, we entered into a two-year line of credit with a bank in
an amount not to exceed $20.0 million. Borrowings under the line of credit bear
interest at either (i) the prime rate or (ii) the LIBOR rate plus 2.0%. We are
required to pay a $100,000 facility fee of which $50,000 was paid upon the
closing and $50,000 was to be paid. We are also required to pay a quarterly
unused line fee of .125% of the unused line of credit balance. Since
establishing the line of credit, we have twice reduced the amount of the line,
modified customary financial covenants, and adjusted the interest rate to be
charged on borrowings to the prime rate plus .50%, and eliminated the LIBOR
option. Effective July 25, 2003, we further modified this line of credit,
reducing the revolving line to $5.0 million, and adjusting the customary
affirmative and negative covenants. We are also required to maintain certain
financial ratios as defined in the agreement. The agreement has an annual
revolving maturity date that renews on the effective date. The renewal $50,000
facility fee was reduced to $12,500 and was paid. Our borrowing base at March
31, 2004 was $3.2 million. In March 2004, we borrowed $500,000 against this line
of credit. Additionally, we have used letters of credit available under our line
of credit totaling approximately $989,000 in place of cash to fund deposits on
leases, tax account deposits, and security deposits. As a result, our available
line of credit at March 31, 2004 was $1.7 million. We are currently in
compliance with the revised financial covenants of the July 25, 2003 amended
line of credit. Pursuant to our line of credit, we are restricted from paying
any dividends.
The following table summarizes our contractual payment obligations and
commitments:
REMAINDER OF FISCAL YEAR FISCAL YEARS
------------------------ ---------------------------
2004 2005 2006 2007 2008 TOTAL
------ ------ ----- ----- ----- ------
Convertible note payable $ - $ 867 $ - $ - $ - $ 867
Operating leases . . . . 311 1,593 684 394 202 3,184
------ ------ ----- ----- ----- ------
Total. . . . . . . . . . $ 311 $2,460 $ 684 $ 394 $ 202 $4,051
====== ====== ===== ===== ===== ======
In October 2003, the IRS completed its audit of our federal income tax
returns for the years ended June 30, 1999, 2000 and 2001. As a result, we will
be required to pay approximately $750,000 in tax and interest to the Internal
Revenue Service and the California Franchise Tax Board, in fiscal 2004. We
accrued for this liability in prior fiscal periods. We have paid $222,000 of
this liability through March 31, 2004. Additionally, in the first fiscal quarter
of 2005, our convertible note will become due. If the notes are not converted to
our common stock we will be required to pay up to $867,000. Over the past four
quarters, we have indicated an objective to manage cash such that our quarterly
net usage is in the range of $1.0 million with revenues in the range of
$12.0-$13.0 million per quarter. During these periods, actual quarterly cash
usage has been between $214,000 - $611,000. With the obligation to repay
$867,000 related to these notes, it is possible that actual cash usage could
exceed the $1.0 target in the first quarter of fiscal year 2005 unless higher
revenues or reduced expenses generate incremental cash that quarter.
In March 2004, the Company completed the sale of substantially all of the
net assets of its Premise business unit for $1.0 million less costs of $408,000.
We believe that our existing cash, cash equivalents and marketable
securities and any available borrowings under our line of credit facility will
be adequate to meet our anticipated cash needs through at least the next twelve
months. Our future capital requirements will depend on many factors, including
the timing and amount of our net revenues, research and development and
infrastructure investments, and expenses related to on-going government
investigations and pending litigation, 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.
RISK FACTORS
You should carefully consider the risks described below before making an
investment decision. The risks and uncertainties described below are not the
only ones facing our company. Our business operations may be impaired by
additional risks and uncertainties of which we are unaware or that we currently
consider immaterial.
28
Our business, results of operations or cash flows may be adversely affected
if any of the following risks actually occur. In such case, the trading price of
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;
- - changes in demand for our products generally;
- - loss or gain 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 products.
WE ARE CURRENTLY ENGAGED IN MULTIPLE SECURITIES CLASS ACTION LAWSUITS, A
STATE DERIVATIVE SUIT, A LAWSUIT BY OUR FORMER CFO AND COO STEVEN V. COTTON, A
LAWSUIT BY FORMER SHAREHOLDERS OF OUR SYNERGETIC SUBSIDIARY, AND PATENT
INFRINGEMENT LITIGATION, ANY OF WHICH, IF IT RESULTS IN AN UNFAVORABLE
RESOLUTION, COULD ADVERSELY AFFECT OUR BUSINESS, RESULTS OF OPERATIONS OR
FINANCIAL CONDITION.
Please refer to Part II, Item 1, on page 36 for a description of Litigation
Matters.
WE HAVE ELECTED TO USE A CONTRACT MANUFACTURER IN CHINA, WHICH INVOLVES
SIGNIFICANT RISKS.
One of our contract manufacturers is based in China. There are significant
risks of doing business in China, including:
- - Delivery times are extended due to the distances involved, requiring more
lead-time in ordering and increasing the risk of excess inventories.
- - We could incur ocean freight delays because of labor problems, weather
delays or expediting and customs problems.
- - China does not afford the same level of protection to intellectual property
as domestic or many other foreign countries. If our products were
reverse-engineered or our intellectual property were otherwise
pirated-reproduced and duplicated without our knowledge or approval, our
revenues would be reduced.
- - China and U.S foreign relations have, historically, been subject to change.
Political considerations and actions could interrupt our expected supply of
products from China.
29
INABILITY, DELAYS IN DELIVERIES OR QUALITY PROBLEMS 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. 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.
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.
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 and gross margins of products and we expect that this will continue for
our products as they mature. In the future, we expect competition to increase,
and we anticipate this could result in additional pressure on our pricing. 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. We also may not be
able to increase the price of our products in the event that the prices of
components or our overhead costs increase. Changes in exchange rates between
currencies might change in such a way or over a period such that we cannot
adjust prices to maintain gross margins. If these were to occur, our gross
margins would decline. In addition, we may not be able to reduce the cost to
manufacture our products to keep up with the decline in prices.
IF OUR RESEARCH AND DEVELOPMENT EFFORTS ARE NOT SUCCESSFUL OUR NET REVENUES
COULD DECLINE AND OUR BUSINESS COULD BE HARMED.
For the nine months ended March 31, 2004, we incurred $5.6 million in
research and development expenses, which comprised 15.1% of our net revenues. 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, we do not know
whether the net revenue from these products will be sufficient to justify our
investment in research and development.
IF A MAJOR CUSTOMER CANCELS, REDUCES, OR DELAYS PURCHASES, OUR NET REVENUES
MIGHT DECLINE AND OUR BUSINESS COULD BE ADVERSELY AFFECTED.
Our top five customers accounted for 37.8% of our net revenues for the nine
months ended March 31, 2004. One customer, Ingram Micro, Inc., accounted for
approximately 14.2% and 10.8% of our net revenues for the nine months ended
March 31, 2004 and 2003, respectively. Accounts receivable attributable to this
domestic customer accounted for approximately 15.0% and 9.7% of total accounts
receivable at March 31, 2004 and June 30, 2003, respectively. The number and
timing of sales to our distributors have been difficult for us to predict. While
our distributors are customers in the sense they buy our products, they are also
part of our product distribution system. To some extent, the business lost for
some reason to a distributor would likely be replaced by sales to other
customer/distributors in a reasonable period, rather than a total loss of that
business such as from a customer who used our products in their business.
30
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 networking solutions 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.
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 ninety days to two 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.
WE MIGHT BECOME 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.
Digi International, ("Digi") has just filed a lawsuit alleging that we
infringe their '192 patent. We have filed suit alleging that Digi infringes our
'305 patent. Please refer to Part II, Item 1 on page 36 for more information.
From time to time in the future 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 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.
THERE IS A RISK THAT THE SEC COULD LEVY FINES AGAINST US, OR DECLARE US TO
BE OUT OF COMPLIANCE WITH THE RULES REGARDING OFFERING SECURITIES TO THE PUBLIC.
The SEC is investigating the events surrounding our recent restatement of
our financial statements. The SEC could conclude that we violated the rules of
the Securities Act of 1933 or the Securities and Exchange Act of 1934. In either
event, the SEC might levy civil fines against us, or might conclude that we lack
sufficient internal controls to warrant our being allowed to continue offering
our shares to the public. This investigation involves substantial cost and could
significantly divert the attention of management. These costs, and the cost of
any fines imposed by the SEC, are not covered by insurance. In addition to
sanctions imposed by the SEC, an adverse determination could significantly
damage our reputation with customers and vendors, and harm our employees'
morale.
31
WE INCORPORATE SOFTWARE LICENSED FROM THIRD PARTIES INTO SOME OF OUR
PRODUCTS AND ANY SIGNIFICANT INTERRUPTION IN THE AVAILABILITY OF THESE
THIRD-PARTY SOFTWARE PRODUCTS OR DEFECTS IN THESE PRODUCTS COULD REDUCE THE
DEMAND FOR, OR PREVENT THE SALE OR USE OF, OUR PRODUCTS.
Certain of our products contain components developed and maintained by
third-party software vendors or available through the "open source" software
community. We also expect that we may incorporate software from third-party
vendors and open source software in our future products. Our business would be
disrupted if this software, or functional equivalents of this software, were
either no longer available to us or no longer offered to us on commercially
reasonable terms. In either case, we would be required to either redesign our
products to function with alternate third-party software or open source
software, or develop these components ourselves, which would result in increased
costs and could result in delays in our product shipments. Furthermore, we might
be forced to limit the features available in our current or future product
offerings. We presently are developing products for use on the Linux platform.
The SCO Group (SCO) has filed and threatened to file lawsuits against companies
that operate Linux for commercial purposes, alleging that such use of Linux
infringes SCOs rights. These allegations may adversely affect the demand for the
Linux platform and, consequently, the sales of our Linux-based products.
WE PRIMARILY DEPEND ON FOUR THIRD-PARTY MANUFACTURERS TO MANUFACTURE
SUBSTANTIALLY 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 outsource substantially all of our manufacturing to four third-party
manufacturers, Venture Electronics Services, Varian, Inc., Irvine Electronics,
Inc. and Uni Precision Industrial Ltd. 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. 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. Moreover, if we
shift products among third-party manufacturers, we may incur substantial
expenses, risk material delays, or encounter other unexpected issues. For
example, in the third quarter of fiscal 2003 we encountered product shortages
related to the transition to a third-party manufacturer. This product shortage
contributed to our net revenues falling below our publicly announced estimates.
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. 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 revenues or we may be unable to fulfill customer orders,
thus reducing net revenues and therefore earnings.
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 Marc
Nussbaum, who serves as our President and Chief Executive Officer, and James
Kerrigan, who serves as our Chief Financial Officer. We have no employment
contracts with those executives who are at-will employees. We are also dependent
upon our technical personnel, due to the specialized technical nature of our
business. If we lose the services of Mr. Nussbaum, Mr. Kerrigan 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.
32
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 distributors,
VARs and system integrators. 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 HAVE ESTABLISHED CONTRACTS AND OBLIGATIONS THAT WERE IMPLEMENTED WHEN WE
ANTICIPATED HIGHER REVENUES AND ACTIVITIES.
We have several agreements that obligate us to facilities or services that
are in excess of our current requirements and are at higher rates than could be
obtained today. It may be necessary that we sublease or otherwise negotiate
settlement of our obligations rather than perform on them as we originally
expected. If we are unable to negotiate a favorable resolution to these
contracts, we may be required to pay the entire cost of our obligations under
the agreement, which could harm our business.
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, semiconductor companies, 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 work with open standards, 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.
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 29.9% and 23.0% of net
revenues for the nine months ended March 31, 2004 and 2003, respectively. Net
revenues from Europe represented 22.9% and 20.3% of our net revenues for the
nine months ended March 31, 2004 and 2003, respectively. Our revenues in Japan
and the People's Republic of China are increasing, as well.
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.
33
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.
WE HAVE EXCESS INVENTORIES AND THERE IS A RISK WE MAY BE UNABLE TO DISPOSE
OF THEM.
Our products and therefore our inventories are subject to technological
risk at any time either new products may enter the market or prices of
competitive products may be introduced with more attractive features or at lower
prices than ours. There is a risk that we may be unable to sell our inventory in
a timely manner to avoid their becoming obsolete. As of March 31, 2004, our
inventories including raw materials, finished goods and inventory at
distributors were valued at $13.6 million and we had reserved $6.2 million
against these inventories. As of June 30, 2003, our inventories, including raw
materials, finished goods and inventory at distributors were valued at $14.0
million and we had reserved $8.0 million against these inventories. In the event
we are required to substantially discount our inventory or are unable to sell
our inventory in a timely manner, we would be required to increase our reserves
and our operating results could be substantially harmed.
OUR INTELLECTUAL PROPERTY PROTECTION MIGHT BE LIMITED.
We have not historically relied on patents to protect our proprietary
rights, although we are now building a patent portfolio. We rely primarily 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 that
precedes the registration of our marks;
- - other companies might assert other rights to market products using our
trademarks;
- - 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;
- - courts may determine that our software programs use open source software in
such a way that deprives the entire programs of intellectual property
protection;
- - 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.
Also, the laws of other countries in which we market and manufacture 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 WE MAKE UNPROFITABLE ACQUISITIONS OR ARE UNABLE TO SUCCESSFULLY
INTEGRATE OUR ACQUISITIONS, OUR BUSINESS COULD SUFFER.
We have in the past and may continue in the future to acquire businesses,
client lists, products or technologies that we believe complement or expand our
existing business. In December 2000, we acquired USSC, a company that provides
software solutions for use in embedded technology applications. In June 2001, we
acquired Lightwave Communications, Inc. ("Lightwave"), a company that provides
console management solutions. In October 2001, we acquired Synergetic
Microsystems, Inc. ("Synergetics"), a provider of embedded network communication
solutions. In January 2002, we acquired Premise, a developer of client-side
software applications. In August 2002, we acquired Stallion Technologies, LTD,,
PTY.("Stallion"), an Australian based provider of solutions that enable Internet
access, remote access and serial connectivity. Acquisitions of this type involve
a number of risks, including:
34
- - 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, 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, Lightwave, Synergetic and Premise. 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 may invest in businesses that we believe
present attractive investment opportunities, or provide other synergetic
benefits. In September and October 2001, we paid an aggregate of $3.0 million to
Xanboo for convertible promissory notes, which have converted, in accordance
with their terms, into Xanboo preferred stock. In addition, we purchased an
additional $4.0 million of preferred stock in Xanboo. As of March 31, 2004, we
hold a 14.9% ownership interest with a net book value of $5.0 million, in
Xanboo. This investment is speculative in nature, and there is risk that we
could lose part or all of our investment.
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 recorded deferred compensation forfeitures of
$196,000 for the nine months ended March 31, 2004. At March 31, 2004, a balance
of $155,000 remains and will be amortized as follows: $52,000 for the remainder
of fiscal 2004, $86,000 in fiscal 2005 and $17,000 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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES 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."
35
INTEREST RATE RISK
Our exposure to interest rate risk is limited to the exposure related to
our cash and cash equivalents, marketable securities and our credit facilities,
which is tied to market interest rates. As of March 31, 2004 and June 30, 2003,
we had cash and cash equivalents of $9.8 million and $7.3 million, respectively,
which consisted of cash and short-term investments with original maturities of
ninety days or less, both domestically and internationally. As of March 31, 2004
and June 30, 2003, we had marketable securities of $3.1 million and $6.8
million, respectively, consisting of obligations of U.S. Government agencies,
state, municipal and county government notes and bonds. We believe our
marketable securities 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.
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 March 31, 2004 and June 30, 2003, we had a net investment of $5.0
million and $5.4 million, respectively, in Xanboo, a privately held company
which can still be considered in the start-up or development stages. This
investment is inherently risky as the market for the technologies or products
they have under development are typically in the early stages and may never
materialize. There is a risk that we could lose part or all of our investment.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
We carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer and our
Chief Financial Officer, of the effectiveness of the design and operation of Our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934 (the "Exchange Act")) as of the end of
our third fiscal quarter. Based upon that evaluation, our Chief Executive
Officer and our Chief Financial Officer concluded that our disclosure controls
and procedures are effective in ensuring that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms.
(b) Changes in internal controls.
There have been no changes in our internal control over financial reporting
identified in connection with our evaluation as of the end of thethird fiscal
quarter that occurred during such quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Government Investigation
The SEC is conducting a formal investigation of the events leading up to
our restatement of our financial statements on June 25, 2002. The Department of
Justice is also conducting an investigation concerning events related to the
restatement.
Class Action Lawsuits
On May 15, 2002, Stephen Bachman filed a class action complaint entitled
Bachman v. Lantronix, Inc., et al., No. 02-3899, in the U.S. District Court for
the Central District of California against us and certain of our current and
former officers and directors alleging violations of the Securities Exchange Act
of 1934 and seeking unspecified damages. Subsequently, six similar actions were
filed in the same court. Each of the complaints purports to be a class action
lawsuit brought on behalf of persons who purchased or otherwise acquired our
common stock during the period of April 25, 2001 through May 30, 2002,
36
inclusive. The complaints allege that the defendants caused us to improperly
recognize revenue and make false and misleading statements about our business.
Plaintiffs further allege that the defendants materially overstated our reported
financial results, thereby inflating our stock price during our securities
offering in July 2001, as well as facilitating the use of our common stock as
consideration in acquisitions. The complaints have subsequently been
consolidated into a single action and the court has appointed a lead plaintiff.
The lead plaintiff filed a consolidated amended complaint on January 17, 2003.
The amended complaint now purports to be a class action brought on behalf of
persons who purchased or otherwise acquired our common stock during the
period of August 4, 2000 through May 30, 2002, inclusive. The amended
complaint continues to assert that we and the individual officer and director
defendants violated the 1934 Act, and also includes alleged claims that we and
our officers and directors violated the Securities Act of 1933 arising from our
Initial Public Offering in August 2000. We filed a motion to dismiss the
additional allegations on March 3, 2003. The Court granted the motion, with
leave to amend, on December 31, 2003. Plaintiffs filed its second amended
complaint February 6, 2004, and we filed a motion to dismiss the second amended
complaint on March 10, 2004. The hearing on the motion to dismiss is scheduled
to take place on May 10, 2004.
Derivative Lawsuit
On July 26, 2002, Samuel Ivy filed a shareholder derivative complaint
entitled Ivy v. Bernhard Bruscha, et al., No. 02CC00209, in the Superior Court
of the State of California, County of Orange, against certain of our current
and former officers and directors. On January 7, 2003, the plaintiff filed an
amended complaint. The amended complaint alleges causes of action for breach of
fiduciary duty, abuse of control, gross mismanagement, unjust enrichment,
and improper insider stock sales. The complaint seeks unspecified damages
against the individual defendants on our behalf, equitable relief, and
attorneys' fees.
We filed a demurrer/motion to dismiss the amended complaint on February 13,
2003. The basis of the demurrer is that the plaintiff does not have standing to
bring this lawsuit since plaintiff has never served a demand on our Board that
the Board take certain actions on our behalf. On April 17, 2003, the Court
overruled our demurrer. All defendants have answered the complaint and generally
denied the allegations. Discovery has commenced, but no trial date has been
established.
Employment Suit Brought by Former Chief Financial Officer and Chief Operating
Officer Steven Cotton
On September 6, 2002, Steven Cotton, our former CFO and COO, filed a
complaint entitled Cotton v. Lantronix, Inc., et al., No. 02CC14308, in the
Superior Court of the State of California, County of Orange. The complaint
alleges claims for breach of contract, breach of the covenant of good faith and
fair dealing, wrongful termination, misrepresentation, and defamation. The
complaint seeks unspecified damages, declaratory relief, attorneys' fees and
costs. Discovery has not commenced and no trial date has been established.
We filed a motion to dismiss on October 16, 2002, on the grounds that Mr.
Cotton's complaints are subject to the binding arbitration provisions in Mr.
Cotton's employment agreement. On January 13, 2003, the Court ruled that five of
the six counts in Mr. Cotton's complaint are subject to binding arbitration. The
court is staying the sixth count, for declaratory relief, until the underlying
facts are resolved in arbitration. No arbitration date has been set.
Securities Claims Brought by Former Shareholders of Synergetic Micro Systems,
Inc. ("Synergetic")
On October 17, 2002, Richard Goldstein and several other former
shareholders of Synergetic filed a complaint entitled Goldstein, et al v.
Lantronix, Inc., et al in the Superior Court of the State of California, County
of Orange, against us and certain of our former officers and directors.
Plaintiffs filed an amended complaint on January 7, 2003. The amended complaint
alleges fraud, negligent misrepresentation, breach of warranties and covenants,
breach of contract and negligence, all stemming from our acquisition of
Synergetic. The complaint seeks an unspecified amount of damages, interest,
attorneys' fees, costs, expenses, and an unspecified amount of punitive damages.
On May 5, 2003, we answered the complaint and generally denied the allegations
in the complaint. Discovery has commenced but no trial date has been
established.
Suit Filed by Lantronix Against Logical Solutions, Inc. ("Logical")
On March 25, 2003, we filed in Connecticut state court (Judicial District
of New Haven) a complaint entitled Lantronix, Inc. and Lightwave Communications,
Inc. v. Logical Solutions, Inc., et. al. This is an action for unfair and
deceptive trade practices, unfair competition, unjust enrichment, conversion,
misappropriation of trade secrets and tortuous interference with contractual
rights and business expectancies. We sought preliminary and permanent injunctive
relief and damages. The individual defendants are all former employees of
Lightwave Communications, a company that we acquired in June 2001. The
Court issued a decision for the defense on December 11, 2003. We filed a notice
of appeal in the Connecticut Court of Appeal on December 30, 2003. We withdrew
our notice of appeal on or about March 12, 2004.
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Patent Infringement Litigation
By a letter dated April 15, 2004, Digi International informed us that Digi
has filed but has not served a complaint alleging that certain of our products
infringe Digi's U.S. Patent No. 6,446,192. Digi filed the complaint in the U.S.
District Court in Minnesota. We are currently analyzing the patent.
We filed, on May 3, 2004, a complaint against Digi, alleging that certain
of Digi's products infringe on our U.S. Patent No. 6,571,305, in the U.S.
District Court for the Central District of California. The complaint seeks both
monetary and non-monetary relief from Digi's alleged infringement.
Other
From time to time, we are subject to other legal proceedings and claims in
the ordinary course of business. We are currently not aware of any such legal
proceedings or claims that we believe will have, individually or in the
aggregate, a material adverse effect on our business, prospects,
financial position, operating results or cash flows.
The pending lawsuits involve complex questions of fact and law and likely
will continue to require the expenditure of significant funds and the diversion
of other resources to defend. Management is unable to determine the outcome of
its outstanding legal proceedings, claims and litigation involving us, our
subsidiaries, directors and officers and cannot determine the extent to which
these results may have a material adverse effect on our business, results of
operations and financial condition taken as a whole. The results of litigation
are inherently uncertain, and adverse outcomes are possible. We are unable to
estimate the range of possible loss from outstanding litigation, and no amounts
have been provided for such matters in the condensed consolidated financial
statements.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
Consistent with Section 10A(i)(2) of the Securities Exchange Act of 1934 as
added by Section 202 of the Sarbanes-Oxley Act of 2002, we are responsible for
listing the non-audit services approved in the third quarter of fiscal year
2004by our Audit Committee to be performed by Ernst & Young LLP, our external
auditor. The Audit Committee did not engage Ernst & Young LLP in any non-audit
related services for the third quarter of fiscal year 2004.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
31.1 Certification of Principal Executive Officer.
31.2 Certification of Principal Financial Officer.
32.1 Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
DATE ITEM NUMBER DESCRIPTION
================ =========== ================================================================
January 29, 2004 Items, 7, 12 Press release dated January 29, 2004 announcing expected results
For the Company's second fiscal quarter.
February 5, 2004 Items 7, 12 Press release dated February 5, 2004 announcing results for the
Company's second fiscal quarter.
March 30, 2004 Items 2, 7 Press release dated March 30, 2004 announcing the sale of the
Company's Premise business unit.
39
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 7, 2004 LANTRONIX, INC.
By: /s/ MARC H. NUSSBAUM
---------------------
Marc H. Nussbaum
Chief Executive Officer
(Principal Executive Officer)
By: /s/ JAMES W. KERRIGAN
---------------------
James W. Kerrigan
Chief Financial Officer
(Principal Financial Officer)
40