Lantronix (LTRX) 10-K 9 Sep 24 2024 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Jun. 30, 2024	Aug. 30, 2024	Dec. 31, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--06-30
Entity File Number	1-16027
Entity Registrant Name	LANTRONIX, INC.
Entity Central Index Key	0001114925
Entity Tax Identification Number	33-0362767
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	48 Discovery
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	949
Local Phone Number	453-3990
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	LTRX
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 170,006,000
Entity Common Stock, Shares Outstanding		37,897,276
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false
Auditor Firm ID	23
Auditor Name	Baker Tilly US, LLP
Auditor Location	California

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Current Assets:
Cash and cash equivalents	$ 26,237	$ 13,452
Accounts receivable, net	31,279	27,682
Inventories, net	27,698	49,736
Contract manufacturers' receivable	1,401	3,019
Prepaid expenses and other current assets	2,335	2,662
Total current assets	88,950	96,551
Property and equipment, net	4,016	4,629
Goodwill	27,824	27,824
Intangible assets, net	5,251	10,565
Lease right-of-use assets	9,567	11,583
Other assets	600	472
Total assets	136,208	151,624
Current Liabilities:
Accounts payable	10,347	12,401
Accrued payroll and related expenses	5,836	2,431
Current portion of long-term debt, net	3,002	2,743
Other current liabilities	10,971	28,813
Total current liabilities	30,156	46,388
Long-term debt, net	13,219	16,221
Other non-current liabilities	11,478	11,459
Total liabilities	54,853	74,068
Commitments and contingencies (Note 10)
Stockholders' equity:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding	0	0
Common stock, $0.0001 par value; 100,000,000 shares authorized; 37,872,883 and 36,875,586 shares issued and outstanding at June 30, 2024 and 2023, respectively	4	4
Additional paid-in capital	304,001	295,686
Accumulated deficit	(223,021)	(218,505)
Accumulated other comprehensive income	371	371
Total stockholders' equity	81,355	77,556
Total liabilities and stockholders' equity	$ 136,208	$ 151,624

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2024	Jun. 30, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	37,872,883	36,875,586
Common stock, shares outstanding	37,872,883	36,875,586

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Net revenue	$ 160,327	$ 131,189
Cost of revenue	95,973	74,925
Gross profit	64,354	56,264
Operating expenses:
Selling, general and administrative	40,206	36,948
Research and development	20,282	19,625
Restructuring, severance and related charges	1,423	693
Acquisition-related costs	0	315
Fair value remeasurement of earnout consideration	(9)	(447)
Amortization of intangible assets	5,314	5,804
Total operating expenses	67,216	62,938
Loss from operations	(2,862)	(6,674)
Interest expense, net	(916)	(1,485)
Other income (expense), net	7	(73)
Loss before income taxes	(3,771)	(8,232)
Provision for income taxes	745	748
Net loss and comprehensive loss	$ (4,516)	$ (8,980)
Net loss per share - basic	$ (0.12)	$ (0.25)
Net loss per share - diluted	$ (0.12)	$ (0.25)
Weighted-average common shares - basic	37,386	36,257
Weighted-average common shares - diluted	37,386	36,257

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Beginning balance, value at Jun. 30, 2022	$ 4	$ 289,046	$ (209,525)	$ 371	$ 79,896
Beginning balance, shares at Jun. 30, 2022	35,129
Shares issued pursuant to stock awards, net		1,253			1,253
Shares issued pursuant to stock awards, net, shares	1,746
Tax withholding paid on behalf of employees for restricted shares		(821)			(821)
Share-based compensation		6,208			6,208
Net loss			(8,980)		(8,980)
Ending balance, value at Jun. 30, 2023	$ 4	295,686	(218,505)	371	77,556
Ending balance, shares at Jun. 30, 2023	36,875
Shares issued pursuant to stock awards, net		1,005			1,005
Shares issued pursuant to stock awards, net, shares	997
Tax withholding paid on behalf of employees for restricted shares		(1,027)			(1,027)
Share-based compensation		8,337			8,337
Net loss			(4,516)		(4,516)
Ending balance, value at Jun. 30, 2024	$ 4	$ 304,001	$ (223,021)	$ 371	$ 81,355
Ending balance, shares at Jun. 30, 2024	37,872

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating activities
Net loss	$ (4,516)	$ (8,980)
Adjustments to reconcile net loss to net cash provided by operating activities:
Share-based compensation	8,337	6,208
Amortization of intangible assets	5,314	5,804
Depreciation and amortization	2,163	1,735
Amortization of manufacturing profit in acquired inventory associated with acquisitions	822	225
Loss on disposal of property and equipment	3	15
Amortization of deferred debt issuance costs	110	104
Fair value remeasurement of earnout consideration	(9)	(447)
Changes in operating assets and liabilities, net of assets and liabilities acquired:
Accounts receivable, net	(3,597)	480
Inventories, net	21,216	(8,692)
Contract manufacturers' receivable	1,618	435
Prepaid expenses and other current assets	327	3,043
Lease right-of-use assets	2,016	2,088
Other assets	(128)	(18)
Accounts payable	(2,128)	(8,575)
Accrued payroll and related expenses	3,405	(2,560)
Other liabilities	(16,330)	9,372
Net cash provided by operating activities	18,623	237
Investing activities
Purchases of property and equipment	(1,479)	(2,673)
Cash payment for acquisitions, net of cash and cash equivalents acquired	0	(4,650)
Net cash used in investing activities	(1,479)	(7,323)
Financing activities
Net proceeds from issuances of common stock	1,005	1,253
Tax withholding paid on behalf of employees for restricted shares	(1,027)	(821)
Earnout consideration paid	(1,262)	0
Net proceeds from issuance of debt	0	4,909
Payment of borrowings on term loan	(2,853)	(1,994)
Net proceeds from borrowing on line of credit	0	2,000
Payment of borrowings on line of credit	0	(2,000)
Payment of lease liabilities	(222)	(30)
Net cash (used in) provided by financing activities	(4,359)	3,317
Increase (decrease) in cash and cash equivalents	12,785	(3,769)
Cash and cash equivalents at beginning of year	13,452	17,221
Cash and cash equivalents at end of year	26,237	13,452
Supplemental disclosure of cash flow information
Interest paid	1,915	1,563
Income taxes paid	$ 631	$ 539

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (4,516)	$ (8,980)

Insider Trading Arrangements

Insider Trading Arrangements	12 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual [Table]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Company and Significant Account

Company and Significant Accounting Policies	12 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Company and Significant Accounting Policies	1. Company and Significant Accounting Policies Company Lantronix, Inc., which we refer to herein as the Company, Lantronix, we, our, or us, is a global leader in compute and connectivity solutions, targeting high-growth industries such as Smart Cities, Automotive, and Enterprise markets. Our products and services empower companies to capitalize on the expanding internet of things (“IoT”) market by delivering customizable solutions that address each layer of the IoT stack. We were incorporated in California in 1989 and re-incorporated in Delaware in 2000. Basis of Presentation The consolidated financial statements include the accounts of Lantronix and our wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The industry in which we operate is characterized by rapid technological change. As a result, estimates made in preparing the consolidated financial statements include revenue recognition, the allowance for doubtful accounts, business combinations, inventory valuation, goodwill valuation, deferred income tax asset valuation allowances, share-based compensation, restructuring charges and warranty reserves. To the extent there are material differences between our estimates and actual results, future results of operations will be affected. Revenue Recognition Refer to Note 2 Accounts Receivable and Allowance for Credit Losses Accounts receivable are stated at the amount we expect to collect, which is net of an allowance for credit losses for estimated losses resulting from the inability of our customers to make required payments. Our evaluation of the collectability of customer accounts receivable is based on various factors. In cases where we are aware of circumstances that may impair a specific customer’s ability to meet its financial obligations subsequent to the original sale, we record an allowance against amounts due based on those particular circumstances. For all other customers, we estimate an allowance for credit losses based on various considerations, including the length of time the receivables are past due and our historical bad debt collection experience. We also consider our understanding of current economic and industry conditions, as well as reasonable and supportable forecasts of future economic conditions that may affect the collectability of customer receivables. Accounts that are deemed uncollectible are written off against the allowance for credit losses. Concentration of Credit Risk Our accounts receivable are primarily derived from revenue earned from customers located throughout North America, Europe and Asia. We perform periodic credit evaluations of our customers’ financial condition and maintain allowances for potential credit losses. Credit losses have historically been within our expectations. We generally do not require collateral or other security from our customers. Fair Value of Financial Instruments Our financial instruments consist primarily of cash and cash equivalents, accounts receivable, contract manufacturers’ receivable, accounts payable, and accrued liabilities. The fair value of a financial instrument is the amount that would be received in an asset sale or paid to transfer a liability in an orderly transaction between unaffiliated market participants. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree to which the inputs are observable. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows: Level 1: Level 2: Level 3: The hierarchy noted above requires us to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. Other than earnout consideration liabilities (see Note 3 We believe all of our financial instruments’ recorded values approximate their current fair values because of the nature and short duration of these instruments. Foreign Currency Remeasurement The functional currency for all our foreign subsidiaries is currently the U.S. dollar. Non-monetary and monetary foreign currency assets and liabilities are valued in U.S. dollars at historical and end-of-period exchange rates, respectively. Exchange gains and losses from foreign currency transactions and remeasurements are recognized in the consolidated statements of operations. Translation adjustments for foreign subsidiaries whose functional currencies were previously their respective local currencies are suspended in accumulated other comprehensive income. Accumulated Other Comprehensive Income Accumulated other comprehensive income is composed of accumulated translation adjustments as of June 30, 2024 and 2023. We did not have any other comprehensive income or losses during the fiscal years ended June 30, 2024 or 2023. Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments, with original maturities of 90 days or less. Inventories Inventories are stated at the lower of cost or net realizable value, cost being determined on a weighted-average cost basis that approximates the first-in, first-out method. We provide reserves for excess and obsolete inventories determined primarily based upon estimates of future demand for our products. Inventory Sale and Purchase Transactions with Contract Manufacturers Under certain circumstances, we sell raw materials to our contract manufacturers and subsequently repurchase finished goods from the contract manufacturers which contain such raw materials. Net sales of raw materials to the contract manufacturers are recorded on the consolidated balance sheets as contract manufacturers’ receivables and are eliminated from net revenue as we intend to repurchase the raw materials from the contract manufacturers in the form of finished goods. We have contractual arrangements with certain of our contract manufacturers that require us to purchase unused inventory that the contract manufacturer has purchased to fulfill our forecasted manufacturing demand. To the extent that inventory on-hand at one or more of these contract manufacturers exceeds our contractually reported forecasts, we record the amount we may be required to purchase as part of other current liabilities and inventories on the consolidated balance sheets. Property and Equipment Property and equipment are carried at cost. Depreciation is provided using the straight-line method over the assets’ estimated useful lives, generally ranging from three to five years. Depreciation and amortization of leasehold improvements are computed using the shorter of the remaining lease term or five years. Major renewals and betterments are capitalized, while replacements, maintenance and repairs, which do not improve or extend the estimated useful lives of the respective assets, are expensed as incurred. Business Combinations We allocate the fair value of the purchase consideration of a business acquisition to the tangible assets, liabilities, and intangible assets acquired, including in-process research and development (“IPR&D”), based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When an IPR&D project is completed, the IPR&D is reclassified as an amortizable intangible asset and amortized over the asset’s estimated useful life. Acquisition-related expenses and related restructuring costs are recognized separately from the business combination and are expensed as incurred. Goodwill Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the acquired net tangible and intangible assets acquired. We evaluate goodwill for impairment on an annual basis as of the last day of our fiscal fourth quarter or more frequently if we believe indicators of impairment exist that would more likely than not reduce the fair value of our single reporting unit below its carrying amount. We begin by assessing qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying value. Based on that qualitative assessment, if we conclude that it is more likely than not that the fair value of our single reporting unit is less than its carrying value, we conduct a quantitative goodwill impairment test, which involves comparing the estimated fair value of our single reporting unit with its carrying value, including goodwill. We estimate the fair value of our single reporting unit using a combination of the income and market approach. If the carrying value of the reporting unit exceeds its estimated fair value, we recognize an impairment loss for the difference. During the fourth quarter of the fiscal year ended June 30, 2024, we performed a qualitative assessment of whether goodwill impairment existed and did not determine that it was more likely than not that the fair value of our single reporting unit was less than its carrying amount. Intangible Assets Included within “intangible assets, net" at June 30, 2024 are customer lists, developed technology, tradenames, and other intangible assets acquired in connection with various business combinations. Such capitalized costs and intangible assets are being amortized over a period of one to five years. Impairment of Long-Lived Assets We assess the impairment of long-lived assets, including intangible assets, whenever events or changes in circumstances indicate that the carrying amount of long-lived assets within an asset group may not be recoverable. We estimate the future cash flows, undiscounted and without interest charges, expected to be generated by the assets from its use over its remaining useful life and eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying amount of those assets, we estimate the fair value of the asset group and recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Income Taxes Income taxes are computed under the liability method. This method requires the recognition of deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities. The impact on deferred taxes of changes in tax rates and laws, if any, are applied to the years during which temporary differences are expected to be settled and are reflected in the consolidated financial statements in the period of enactment. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. Financial statement effects of a tax position are initially recognized when it is more likely than not, based on the technical merits, that the position will be sustained upon examination by a taxing authority. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that meets the more-likely-than-not threshold of being realized upon ultimate settlement with a taxing authority. We recognize potential accrued interest and penalties related to unrecognized tax benefits as income tax expense. Share-Based Compensation We account for share-based compensation by expensing the estimated grant date fair value of our shared-based awards ratably over the requisite service period. We recognize the impact of forfeitures on our share-based compensation expense as such forfeitures occur. Previously recognized expense is reversed for the portion of awards forfeited prior to vesting. 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 fiscal year. Diluted net income (loss) per share is calculated by adjusting the weighted-average number of common shares outstanding, assuming any dilutive effects of outstanding share-based awards using the treasury stock method. Research and Development Costs Costs incurred in the research and development of new products and enhancements to existing products are expensed as incurred. Development costs of computer software to be sold, leased or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. In most instances, we believe our current process for developing products is essentially completed concurrently with the establishment of technological feasibility and thus, software development costs have been expensed as incurred. Warranty The standard warranty periods we provide for our products typically range from one to five years. We establish reserves for estimated product warranty costs at the time revenue is recognized based upon our historical warranty experience, and for any known or anticipated product warranty issues. If actual return rates and/or replacement costs differ significantly from our estimates, adjustments to recognize additional warranty expense in cost of revenue may be required in future periods. Restructuring Charges We recognize costs and related liabilities for restructuring activities when they are incurred. Our restructuring charges are primarily comprised of employee separation costs, asset impairments and contract exit costs. Employee separation costs include one-time termination benefits that are recognized as a liability at estimated fair value, at the time of communication to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. Ongoing termination benefits are recognized as a liability at estimated fair value when the amount of such benefits are probable and reasonably estimable. Contract exit costs include contract termination fees and right-of-use asset impairments recognized on the date that we have vacated the premises or ceased use of the leased facilities. A liability for contract termination fees is recognized in the period in which we terminate the contract. Leases We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement and evaluate whether the lease is an operating lease or a finance lease at the commencement date. We recognize right-of-use (“ROU”) assets and lease liabilities for operating and finance leases with terms greater than 12 months. ROU assets represent our right to use an asset for the lease term, while lease liabilities represent our obligation to make lease payments. To the extent a lease includes a renewal option, we include such options in the calculation of the ROU asset and lease liability if it is reasonably assured that we will exercise the option. Operating and finance lease ROU assets and liabilities are recognized based on the present value of lease payments over the lease term at the lease commencement date. To determine the present value of lease payments, we use the implicit interest rate, if it is readily determinable or estimable. To the extent that we are unable to utilize an interest rate implicit in the lease, we generally use our collateralized incremental borrowing rate based on the information available at the lease commencement date, including lease term, in determining the present value of lease payments. Operating and finance lease ROU assets are recognized net of any lease prepayments and incentives. Operating lease expense is recognized on a straight-line basis over the lease term. Finance lease expense is recognized based on the effective-interest method over the lease term. For leases that we acquire in acquisition transactions, we generally elect not to recognize assets or liabilities at the acquisition date for leases that, at the acquisition date, have a remaining lease term of 12 months or less. Refer to Note 9 Advertising Expenses Advertising expenses are recorded in the period incurred and totaled $ 237,000 262,000 Segment Information We have one operating and reportable business segment: the development, marketing, and sale of industrial and enterprise IoT products and services. Our chief executive officer was identified as our chief operating decision-maker (CODM), and reviews financial information presented on a consolidated basis for the purpose of allocating resources and evaluating financial performance. Recent Accounting Pronouncements Income Tax Disclosures In December 2023, the Financial Accounting Standards Board (“FASB”) issued a final standard on improvements to income tax disclosures. The new standard requires disaggregated information about a company’s effective tax rate reconciliation and information on income taxes paid. The standard will be effective for Lantronix beginning with our annual financial statements for the fiscal year ending June 30, 2026. We have not yet determined the impact of adopting this guidance on our financial statements. Segment Disclosures In November 2023, the FASB issued a new Accounting Standards Update (“ASU”) requiring incremental disclosures related to a public company’s reportable segments. The new guidance was issued primarily to provide financial statement users with more disaggregated expense information about a company’s reportable segments. The guidance does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments. The guidance is effective for Lantronix on a retrospective basis beginning with our annual financial statements for the fiscal year ending June 30, 2025. We are evaluating this guidance and currently do not anticipate its adoption to materially impact our financial statements. Current Expected Credit Losses In June 2016, the FASB issued an ASU requiring financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The ASU eliminates the threshold for initial recognition in current U.S. GAAP and reflects an entity’s current estimate of all expected credit losses. The measurement of expected credit losses is based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets. The ASU became effective for Lantronix at the beginning of our first quarter of fiscal year 2024. The adoption of this guidance did not have a material effect on our consolidated financial statements.

Revenue

Revenue	12 Months Ended
	Jun. 30, 2024
Revenue from Contract with Customer [Abstract]
Revenue	2. Revenue Revenue is recognized upon the transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. We apply the following five-step approach in determining the amount and timing of revenue to be recognized: (i) identifying the contract with a customer, (ii) identifying the performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations in the contract and (v) recognizing revenue when the performance obligation is satisfied. On occasion we enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of (i) any taxes collected from customers, which are subsequently remitted to governmental authorities and (ii) shipping and handling costs collected from customers. Products Most of our product revenue is recognized as a distinct single performance obligation when products are tendered to a carrier for delivery, which represents the point in time that our customer obtains control of the promised products. A smaller portion of our product revenue is recognized when our customer receives delivery of the promised products. A significant portion of our products are sold to distributors under agreements which contain (i) limited rights to return unsold products and (ii) price adjustment provisions, both of which are accounted for as variable consideration when estimating the amount of revenue to recognize. We base our estimates for returns and price adjustments primarily on historical experience; however, we also consider contractual allowances, approved pricing adjustments and other known or anticipated returns and price adjustments in a given period. Such estimates are generally made at the time of shipment to the customer and updated at the end of each reporting period as additional information becomes available and only to the extent that it is probable that a significant reversal of any incremental revenue will not occur. Our estimates of accrued variable consideration are included in other current liabilities in the accompanying consolidated balance sheets. Services Revenues from our extended warranty, technical support, and maintenance services are generally recognized ratably over the applicable service period. Revenues from sales of our software-as-a-service (“SaaS”) solutions are recognized ratably over the applicable service period as well. We prepay sales commissions related to certain of these contracts, which are incremental costs of obtaining the contract. We capitalize these costs and expense them ratably on a straight-line basis over the life of the contract. At June 30, 2024, prepaid sales commissions included in prepaid expenses and other current assets totaled $ 194,000 190,000 Engineering Services We derive a portion of our revenues from engineering and related consulting service contracts with customers. Revenues from professional engineering services are generally recognized as services are performed. These contracts generally include performance obligations in which control is transferred over time because the customer either simultaneously receives and consumes the benefits provided or our performance on the contract creates or enhances an asset that the customer controls. These contracts typically provide services on the following basis: · Time & Materials (“T&M”) – services consist of revenues from software modification, consulting implementation, training and integration services. These services are set forth separately in the contractual arrangements such that the total price of the customer arrangement is expected to vary depending on the actual time and materials incurred based on the customer’s needs. · Fixed Price – arrangements to render specific consulting and software modification services which tend to be more complex. Performance obligations for T&M contracts qualify for the "Right to Invoice" practical expedient within the revenue guidance. Under this practical expedient, we may recognize revenue, over time, in the amount to which we have a right to invoice. In addition, we are not required to estimate variable consideration upon inception of the contract and reassess the estimate each reporting period. We have determined that this method best represents the transfer of services as, upon billing, we have a right to consideration from a customer in an amount that directly corresponds with the value to the customer of our performance completed to date. We recognize revenue on fixed price contracts, over time, using an input method based on the proportion of our actual costs incurred (generally labor hours expended) to the total costs expected to complete the contract performance obligation. We have determined that this method best represents the transfer of services as the proportion closely depicts the efforts or inputs completed towards the satisfaction of a fixed price contract performance obligation. Multiple Performance Obligations From time to time, we may enter into contracts with customers that include promises to transfer multiple deliverables that may include sales of products, professional engineering services and other product qualification or certification services. Determining whether the deliverables in such arrangements are considered distinct performance obligations that should be accounted for separately versus together often requires judgment. We consider performance obligations to be distinct when the customer can benefit from the promised good or service on its own or by combining it with other resources readily available and when the promised good or service is separately identifiable from other promised goods or services in the contract. In such arrangements, we allocate revenue on a relative standalone selling price basis by maximizing the use of observable inputs to determine the standalone selling price for each performance obligation. Net Revenue by Product Line and Geographic Region We organize our products and solutions into three product lines: Embedded IoT Solutions, IoT System Solutions, and Software & Services. Our Embedded IoT products are normally embedded into new designs. These products include application processing that delivers compute to meet customer needs for data transformation, computer vision, machine learning, augmented / virtual reality, audio / video aggregation and distribution, and custom applications at the edge. Our IoT System products include wired and wireless connections that enhance the value and utility of modern electronic systems and equipment by providing secure network connectivity, power for IoT end devices through Power over Ethernet, application hosting, protocol conversion, media conversion, secure access for distributed IoT deployments and many other functions. Our Software & Services products can be classified as either (i) our SaaS platform, which enables customers to easily deploy, monitor, manage, and automate across their global deployments, all from a single platform login, virtually connected as though directly on each device, (ii) engineering services, which is a flexible business model that allows customers to select from turnkey product development or team augmentation for accelerating complex areas of product development or (iii) extended warranty, support and maintenance. We conduct our business globally and manage our sales teams by three geographic regions: the Americas; Europe, Middle East, and Africa (“EMEA”); and Asia Pacific Japan (“APJ”). The following tables present our net revenue by product line and by geographic region. Net revenues by geographic region are generally based on the “bill-to” location of our customers: Schedule of net revenue by product lines Years Ended June 30, 2024 2023 (In thousands) Embedded IoT Solutions $ 46,953 $ 63,636 IoT System Solutions 104,450 57,496 Software & Services 8,924 10,057 $ 160,327 $ 131,189 Schedule of net revenue by geographic region Years Ended June 30, 2024 2023 (In thousands) Americas $ 78,203 $ 78,557 EMEA 64,025 23,286 APJ 18,099 29,346 $ 160,327 $ 131,189 The following table presents product revenues and service revenues as a percentage of our total net revenue: Schedule of percentage total net revenues Year Ended June 30, 2024 2023 Product revenues 94 93 Service revenues 6 7 Service revenue is comprised primarily of professional services, software license subscriptions, and extended warranties. Contract Balances In certain instances, the timing of revenue recognition may differ from the timing of invoicing to our customers. We record a contract asset receivable when revenue is recognized prior to invoicing, and a contract or deferred revenue liability when revenue is recognized subsequent to invoicing. With respect to product shipments, we expect to fulfill contract obligations within one year and so we have elected not to separately disclose the amount nor the timing of recognition of these remaining performance obligations. For contract balances related to contracts that include services and multiple performance obligations, refer to the deferred revenue discussion below. Deferred Revenue Deferred revenue is primarily comprised of unearned revenue related to our extended warranty, support and maintenance services and certain software services. These services are generally invoiced at the beginning of the contract period and revenue is recognized ratably over the service period. Current and non-current deferred revenue balances represent revenue allocated to the remaining unsatisfied performance obligations at the end of a reporting period and are respectively included in other current liabilities and other non-current liabilities in the accompanying consolidated balance sheets. The following table presents the changes in our deferred revenue balance for the year ended June 30, 2024 (in thousands): Schedule of changes in deferred revenue Balance, July 1, 2023 $ 3,381 New performance obligations 6,973 Recognition of revenue as a result of satisfying performance obligations (4,601 ) Balance, June 30, 2024 $ 5,753 Less: non-current portion of deferred revenue (2,736 ) Current portion, June 30, 2024 $ 3,017 We currently expect to recognize substantially all of the non-current portion of deferred revenue over the next 2 to 5 years.

Acquisition

Acquisition	12 Months Ended
	Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Acquisition	3. Acquisition On September 12, 2022 (the “Closing Date”), we entered into a merger agreement (the “Merger Agreement”) with Uplogix, Inc. (“Uplogix”) pursuant to which Uplogix became a wholly-owned subsidiary of Lantronix (the “Merger”). Pursuant to the Merger Agreement, all of the issued and outstanding shares of Uplogix were cancelled and converted into the right to receive an applicable portion of the Consideration Pool Amount (as defined in the Merger Agreement). In addition, the holders of promissory notes issued by Uplogix entered into note termination agreements with Uplogix, which provided, among other things, that the issued and outstanding promissory notes were cancelled and terminated upon the closing of the Merger. Holders of Company Junior-Only Notes (as defined in the Merger Agreement) received, in connection with their cancellation and termination of such notes, the full payment of principal and interest. Holders of Company Senior Notes (as defined in the Merger Agreement), including those holders of Company Senior Notes and Company Junior Notes (as defined in the Merger Agreement) (the “Company Senior Noteholders”), received the applicable portions of the Estimated Merger Consideration (as defined in the Merger Agreement). The aggregate consideration payable by Lantronix under the Merger Agreement was equal to $8,000,000 (inclusive of payments to satisfy the Company Junior-Only Notes), subject to certain adjustments, including, without limitation, for cash, debt, transaction expenses (including the Bonus Amount (as defined below)) and net working capital. Prior to the Closing Date, Uplogix entered into an amended and restated bonus plan, which provided that certain of its employees would be entitled to receive, in the aggregate, 15% of the consideration otherwise payable to the holders of Company Senior Notes (the “Bonus Amount”) under the Merger Agreement, with the terms of such bonus payments (including the amounts per employee and the timing of such payments) as specified in such bonus plan. In addition, the Company Senior Noteholders and former Uplogix employees with the right to receive up to an additional $4,000,000 in the aggregate (the “Earnout Amount”), payable after the closing of the Merger based on revenue targets for the business of Uplogix as specified in the Merger Agreement. The Earnout Amount was based on Uplogix achieving revenue of $7,000,000 to $14,000,000 for the period beginning at the Closing Date and ending on September 30, 2023. The acquisition of Uplogix brought immediate scale to our out-of-band remote management solutions, adding a complementary high-end product offering that includes high-margin maintenance and licensing revenues. A summary of the purchase consideration for the Uplogix acquisition is as follows (in thousands): Schedule of purchase consideration Cash paid, including initial working capital adjustments $ 8,754 Preliminary estimated fair value of earnout consideration 1,718 Total purchase consideration $ 10,472 We recorded Uplogix’s tangible and intangible assets and liabilities based on their estimated fair values as of the Closing Date and allocated the remaining purchase consideration to goodwill. Our valuation assumptions of acquired assets and assumed liabilities require significant estimates, especially with respect to intangible assets. The measurement period for assessing the valuation of acquired assets and assumed liabilities was complete as of June 30, 2023. The final purchase price allocation is as follows (in thousands): Schedule of purchase price allocation Cash and cash equivalents $ 4,104 Accounts receivable, net 1,900 Inventories, net 3,590 Prepaid expense and other current assets 288 Lease right-of-use asset 778 Other non-current assets 129 Amortizable intangible assets 1,810 Goodwill 7,056 Accounts payable (278 ) Accrued payroll (262 ) Deferred revenue (4,096 ) Other current liabilities (3,067 ) Notes payable (900 ) Other noncurrent liabilities (580 ) Total consideration $ 10,472 As discussed above, the purchase consideration and resulting purchase price allocation for this acquisition included various adjustments for transaction expenses, the Bonus Amount, payment of Company Junior-Only Notes and certain other accrued expenses paid shortly after the Closing Date. Pursuant to the Merger Agreement, substantially all of the $ 4,104,000 The factors that contributed to a purchase price resulting in the recognition of goodwill include our belief that this acquisition will create a more diverse IoT company with respect to product offerings and our belief that we are committed to improving cost structures in accordance with our operational and restructuring plans which should result in a realization of cost savings and an improvement of overall efficiencies. Depending on the structure of a particular acquisition, goodwill and identifiable intangible assets may not be deductible for tax purposes. We have determined that goodwill and identifiable intangible assets related to this acquisition are deductible. Acquisition-related costs were expensed in the periods in which the costs were incurred. The valuation of identifiable intangible assets and their estimated useful lives are as follows: Schedule of intangible assets of useful lives Asset Fair Value Weighted Average Useful Life (In thousands) (In years) Customer relationships $ 1,030 5.0 Developed technology 600 5.0 Trademarks and trade names 180 1.0 The intangible assets are amortized on a straight-line basis over the estimated weighted-average useful lives. Valuation Methodology The customer relationships were valued using the multi-period excess earnings method, which estimates revenues and cash flows derived from this asset and also considers portions of the cash flows that can be attributed to the use of other supporting assets. The useful lives of customer relationships are estimated based primarily upon customer turnover data. Order backlog was estimated to be substantially fulfilled within a year of the Closing Date. Developed technology and trades names were valued using the relief-from-royalty method. This method is an income approach that estimates the portion of a company’s earnings attributable to an asset based on the royalty rate the company would have paid for the use of the asset if it did not own it. Royalty payments are estimated by applying a royalty rate to the prospective revenue attributable to the intangible asset. The resulting annual royalty payments are tax-affected and then discounted to present value. Assumptions used in forecasting cash flows for each of the identified intangible assets included consideration of the following: · Historical performance including sales and profitability · Business prospects and industry expectations · Estimated economic life of the asset · Development of new technologies · Acquisition of new customers · Attrition of existing customers · Obsolescence of technology over time The fair value of earnout consideration was estimated based on applying a Monte Carlo simulation method to forecast achievement of the revenue targets. This method involves many possible value outcomes which are evaluated to establish an estimated value. Key inputs in the valuation include forecasted revenue, revenue volatility and discount rate. Remeasurement of Earnout Consideration During the fiscal year ended June 30, 2024, we finalized the fair value of the earnout consideration based on financial results through September 30, 2023. The earnout liability was paid out in full in December 2023. The table below presents the change in the earnout consideration liability during the current fiscal year (in thousands): Schedule of change in the earnout consideration liability Balance at June 30, 2023 $ 1,271 Final remeasurement estimate (9 ) Payments (1,262 ) Balance at June 30, 2024 $ – Supplemental Pro Forma Information (Unaudited) The following supplemental pro forma data summarizes our results of operations for the periods presented, as if we completed the acquisition of Uplogix as of the first day of our fiscal year ended June 30, 2022. The supplemental pro forma data reports actual operating results adjusted to include the pro forma effect and timing of the impact of amortization expense of identified intangible assets, restructuring costs, the purchase accounting effect on inventories acquired, and transaction costs. In accordance with the pro forma acquisition date, we recorded in the year ended June 30, 2022 supplemental pro forma data (i) cost of goods sold from manufacturing profit in acquired inventory of $ 225,000 315,000 315,000 506,000 79,000 Net revenue related to products and services from the acquisition of Uplogix contributed just under 4% of our total net revenue for the year ended June 30, 2023. As of the Closing Date, we began to immediately integrate the acquisition into existing operations, engineering groups, sales distribution networks and management structure, making it generally impracticable to determine the post-acquisition earnings on a standalone basis. Supplemental pro forma data is as follows: Schedule of supplemental pro forma data Years ended June 30, 2023 2022 (In thousands, except per share amounts) Pro forma net revenue $ 133,224 $ 138,835 Pro forma net loss $ (7,545 ) $ (5,813 ) Pro forma net loss per share: Basic and Diluted $ (0.21 ) $ (0.18 )

Supplemental Financial Informat

Supplemental Financial Information	12 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Supplemental Financial Information	4. Supplemental Financial Information Accounts Receivable The following table presents details of our accounts receivable: Schedule of accounts receivable June 30, 2024 2023 (In thousands) Accounts receivable $ 31,526 $ 28,204 Allowance for credit losses (247 ) (522 ) Accounts receivable, net $ 31,279 $ 27,682 Inventories The following table presents details of our inventories: Schedule of inventory June 30, 2024 2023 (In thousands) Finished goods $ 14,167 $ 25,670 Raw materials 13,531 24,066 Inventories, net $ 27,698 $ 49,736 Property and Equipment The following table presents details of our property and equipment: Schedule of property and equipment June 30, 2024 2023 (In thousands) Computer, software and office equipment $ 4,531 $ 7,167 Furniture and fixtures 2,748 3,119 Production, development and warehouse equipment 4,033 5,443 Construction-in-progress 16 52 Property and equipment, gross 11,328 15,781 Less accumulated depreciation (7,312 ) (11,152 ) Property and equipment, net $ 4,016 $ 4,629 Goodwill The following table presents details of our goodwill balance: Schedule of goodwill Year Ended June 30, 2024 (In thousands) Balance at June 30, 2023 $ 27,824 Current year activity – Balance at June 30, 2024 $ 27,824 Intangible Assets The following table presents details of our intangible assets: Schedule of intangible assets June 30, 2024 June 30, 2023 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value (In thousands) Developed technology $ 6,331 $ (5,293 ) $ 1,038 $ 6,331 $ (3,881 ) $ 2,450 Customer relationships 17,528 (13,315 ) 4,213 17,528 (9,487 ) 8,041 Trademark and trade name 1,425 (1,425 ) – 1,425 (1,351 ) 74 $ 25,284 $ (20,033 ) $ 5,251 $ 25,284 $ (14,719 ) $ 10,565 We do not currently have any intangible assets with indefinite useful lives. As of June 30, 2024, future estimated amortization expense is as follows: Schedule of future estimated amortization expense Years Ending June 30, (In thousands) 2025 3,684 2026 1,177 2027 326 2028 64 Total amortization expense $ 5,251 Warranty Reserve The following table presents details of our warranty reserve: Schedule of warranty reserve Years Ended June 30, 2024 2023 (In thousands) Beginning balance $ 788 $ 594 Charged to cost of revenues 376 352 Usage (324 ) (158 ) Ending balance $ 840 $ 788 Other Liabilities The following table presents details of our other liabilities: Schedule of other liabilities June 30, 2024 2023 (In thousands) Current Accrued variable consideration $ 1,796 $ 2,167 Customer deposits and refunds 436 16,344 Accrued raw materials purchases 126 267 Deferred revenue 3,017 2,493 Lease liability 1,767 1,859 Taxes payable 772 647 Warranty reserve 840 788 Accrued operating expenses 2,217 4,248 Total other current liabilities $ 10,971 $ 28,813 Non-current Lease liability $ 8,563 $ 10,425 Deferred tax liability 179 146 Deferred revenue 2,736 888 Total other non-current liabilities $ 11,478 $ 11,459 Computation of Net Loss per Share The following table presents the computation of net loss per share: Schedule of computation of net loss per share Years Ended June 30, 2024 2023 (In thousands, except per share data) Numerator: Net loss $ (4,516 ) $ (8,980 ) Denominator: Weighted-average shares outstanding - basic and diluted 37,386 36,257 Net loss per share - basic and diluted $ (0.12 ) $ (0.25 ) The following table presents the common stock equivalents excluded from the diluted net loss per share calculation because they were anti-dilutive for the periods presented. These excluded common stock equivalents could be dilutive in the future. Schedule of antidilutive securities Years Ended June 30, 2024 2023 (In thousands) Common stock equivalents 847 637 Severance and Related Charges The following table presents details of the liability we recorded related to restructuring, severance and related activities during the current fiscal year: Schedule of severance and related charges Year Ended June 30, 2024 (In thousands) Beginning balance $ 97 Charges 1,423 Payments (1,267 ) Ending balance $ 253 The ending balance is recorded in accrued payroll and related expenses on the accompanying consolidated balance sheet at June 30, 2024. Supplemental Cash Flow Information The following table presents non-cash investing and financing transactions excluded from the consolidated statements of cash flows: Schedule of non-cash transactions Years Ended June 30, 2024 2023 (In thousands) Acquisition of property through operating leases $ – $ 4,320 Acquisition of property through financing leases $ – $ 536 Accrued property and equipment paid for in the subsequent period $ 74 $ 54

Bank Loan Agreements

Bank Loan Agreements	12 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Bank Loan Agreements	5. Bank Loan Agreements On September 7, 2022 we entered into a Third Amendment to the Third Amended and Restated Loan and Security Agreement (the “Amendment”) with Silicon Valley Bank (“SVB”), pertaining to our existing term loan and revolving credit facility (together, the “Senior Credit Facilities”), which amends that certain Third Amended and Restated Loan and Security Agreement, dated as of August 2, 2021, as amended by the First Amendment to Third Amended and Restated Loan and Security Agreement, dated as of October 21, 2021, as amended by the Second Amendment to Third Amended and Restated Loan and Security Agreement, dated as of February 15, 2022 by and among Lantronix and SVB (collectively with the Amendment, the “Loan Agreement”). The Amendment, among other things, provided for an additional term loan in the original principal amount of $ 5,000,000 August 2, 2025 5,000,000 4,000,000 25,000 August 2, 2026 On April 3, 2023, we entered into a Letter Agreement (the “Letter Agreement”) with SVB, which, among other matters, amended the Loan Agreement to reduce the former requirement to hold 85% of our company-wide cash balances at SVB to 50%, and provided a waiver of any event of default under the Loan Agreement for any failure to comply with this covenant prior to the date of the Letter Agreement. The following table summarizes our outstanding debt: Schedule of outstanding debt June 30, 2024 2023 (In thousands) Outstanding borrowings on Senior Credit Facilities $ 16,341 19,194 Less: Unamortized debt issuance costs (120 ) (230 ) Net Carrying amount of debt 16,221 18,964 Less: Current portion (3,002 ) (2,743 ) Non-current portion $ 13,219 $ 16,221 During the year ended June 30, 2024, we recognized $ 1,697,000 Financial Covenants The Senior Credit Facilities require Lantronix to comply with a minimum liquidity test, a maximum leverage ratio and a minimum fixed charge coverage ratio. We were in compliance with all financial covenants as of June 30, 2024. Liquidity The Senior Credit Facilities require that we maintain a minimum liquidity of $4,000,000 at SVB, as measured at the end of each month. Maximum leverage ratio The Senior Credit Facilities require that we maintain a maximum leverage ratio, calculated as the ratio of funded debt to the consolidated trailing 12 month earnings before interest, taxes, depreciation and amortization, and certain other allowable exclusions of (i) 2.50 to 1.00 for each calendar quarter ending June 30, 2021 through and including September 30, 2022, (ii) 2.25 to 1.00 for each calendar quarter ending December 31, 2022 through and including September 30, 2023, and (iii) 2.00 to 1.00 for the calendar quarter ending December 31, 2023 and each calendar quarter thereafter. Minimum fixed charge coverage ratio The Senior Credit Facilities require that we maintain a minimum fixed charge coverage ratio, calculated as the ratio of consolidated trailing 12 month earnings before interest, taxes, depreciation and amortization, and certain other allowable exclusions, less capital expenditures and taxes paid, to the trailing twelve month principal and interest payments on all funded debt of 1.25 to 1.00 as measured at the end of each calendar quarter. In addition, the Senior Credit Facilities contain customary representations and warranties, affirmative and negative covenants, including covenants that limit or restrict Lantronix and its subsidiaries’ ability to incur liens, incur indebtedness, dispose of assets, make investments, make certain restricted payments, merge or consolidate and enter into certain speculative hedging arrangements. The Senior Credit Facilities include a number of events of default, including, among other things, non-payment defaults, covenant defaults, cross-defaults to other materials indebtedness, bankruptcy and insolvency defaults and material judgment defaults. If any event of default occurs (subject, in certain instances, to specified grace periods), the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the Senior Credit Facilities may become due and payable immediately.

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
	Jun. 30, 2024
Equity [Abstract]
Stockholders’ Equity	6. Stockholders’ Equity Stock Incentive Plans We have stock incentive plans in effect under which non-qualified and incentive stock options to purchase shares of Lantronix common stock (“stock options”) have been granted to employees, non-employees and board members. In addition, we have previously granted restricted common stock awards (“non-vested shares”) to employees and board members under these plans. In November 2020, our stockholders voted to approve the 2020 Performance Incentive Plan (the “2020 Plan”), replacing our Amended and Restated 2010 Stock Incentive Plan (the “2010 Plan”), which expired in September 2020. At the 2010 Plan’s expiration date, approximately 1,097,000 2,500,000 1,800,000 1,107,000 The Compensation Committee of our board of directors determines eligibility, vesting schedules and exercise prices for stock options and shares granted under the plans. Stock options are generally granted with an exercise price equal to the market price of our common stock on the grant date. Stock options generally have a contractual term of seven to ten years. Share-based awards generally vest and become exercisable over a one to four-year service period. As of June 30, 2024, no stock appreciation rights or non-vested stock was outstanding. No income tax benefit was realized from activity in the share-based plans during the fiscal years ended June 30, 2024 and 2023. Restricted Stock Units The fair value of our RSUs is based on the closing market price of our common stock on the grant date. The following table presents a summary of activity with respect to our RSUs: Schedule of RSU activity Number of Shares Weighted-Average Grant Date Fair Value per Share (In thousands) Balance of RSUs outstanding at June 30, 2023 1,189 $ 5.70 Granted 1,545 4.55 Forfeited (170 ) 5.11 Vested (683 ) 5.49 Balance of RSUs outstanding at June 30, 2024 1,881 $ 4.89 Performance Shares The fair value of our PSUs is estimated as of the grant date based upon the expected achievement of the performance metrics specified in the grant and the closing market price of our common stock on the date of grant. To the extent a grant of PSUs contains a market condition, the grant date fair value is estimated using a Monte Carlo simulation with the following weighted average assumptions: Schedule of valuation assumptions Years Ended June 30, 2024 2023 Volatility of common stock 62% 63% Average correlation coefficient of peer companies 0.34 0.22 Risk-free interest rate 4.55% 3.03% Contract term (in years) 2.9 2.9 Dividend yield 0.00% 0.00% The following table presents a summary of activity with respect to our PSUs: Schedule of PSU activity Number of Shares Weighted Average Grant Date Fair Value per Share (In thousands) Balance of PSUs outstanding at June 30, 2023 931 $ 5.06 Granted 1,257 6.07 Forfeited (346 ) 4.89 Vested (173 ) 5.18 Balance of PSUs outstanding at June 30, 2024 1,669 $ 5.82 Stock Option Awards The fair value of each stock option grant is estimated on the grant date using the Black-Scholes-Merton option-pricing formula. The expected term of stock options granted is based on our recent historical exercise data. Expected volatilities are based on the historical volatility of our stock price. The risk-free interest rate assumption is based on the U.S. Treasury interest rates appropriate for the expected term of our stock options. The following table presents a summary of activity for all of our stock options: Schedule of stock option activity Weighted-Average Exercise Remaining Aggregate Number of Price Contractual Intrinsic Shares Per Share Term Value (In thousands) (In years) (In thousands) Balance of options outstanding at June 30, 2023 1,325 $ 3.65 Expired (550 ) 3.84 Exercised (208 ) 1.85 Balance of options outstanding at June 30, 2024 567 $ 4.13 3.2 $ 112 Options exercisable at June 30, 2024 473 $ 3.94 2.8 $ 112 The following table presents a summary of grant date fair value and intrinsic value information for all of our stock options: Schedule of option grant-date fair value and intrinsic value information Years Ended June 30, 2024 2023 (In thousands, except per share data) Weighted-average grant date fair value per share $ – $ 2.44 Intrinsic value of options exercised $ 568 $ 454 The following weighted-average assumptions were used to estimate the fair value of all of our stock option grants during the year ended June 30, 2023: Schedule of valuation assumptions Expected term (in years) 3.9 Expected volatility 62% Risk-free interest rate 3.79% Dividend yield 0.00% Employee Stock Purchase Plan Our 2013 Employee Stock Purchase Plan (“ESPP”) is intended to provide employees with an opportunity to purchase our common stock through accumulated payroll deductions at the end of a specified purchase period. Each of our employees (including officers) is eligible to participate in our ESPP, subject to certain limitations as set forth in our ESPP. The ESPP currently operates with six month offering periods commencing on the first trading day on or after May 16 and November 16 of each year (an “Offering Period”). Common stock may be purchased under the ESPP at the end of each six-month Offering Period unless the participant withdraws or terminates employment earlier. Shares of the Company’s common stock may be purchased under the ESPP at a price not less than 85% of the lesser of the fair market value of our common stock on the first or last trading day of each Offering Period. The ESPP limits the number of shares of common stock that may be issued under the plan to 1,800,000 The per share fair value of stock purchase rights granted under the ESPP was estimated using the following weighted-average assumptions: Schedule of valuation assumptions Years Ended June 30, 2024 2023 Expected term (in years) 0.5 0.5 Expected volatility 72 66 Risk-free interest rate 5.39 4.88 Dividend yield 0.00 0.00 The following table presents a summary of activity under our ESPP: Schedule of employee stock purchase plan activity Year Ended June 30, 2024 (In thousands, except per share data) Shares available for issuance at June 30, 2023 381 Shares issued (200 ) Shares available for issuance at June 30, 2024 181 Weighted-average purchase price per share $ 3.74 Intrinsic value of ESPP shares on purchase date $ 132 Share-Based Compensation Expense The following table presents a summary of share-based compensation expense included in each applicable functional line item on our consolidated statements of operations: Schedule of share-based compensation expense Years Ended June 30, 2024 2023 (In thousands) Cost of revenues $ 237 $ 158 Selling, general and administrative 6,248 4,546 Research and development 1,852 1,504 Total share-based compensation expense $ 8,337 $ 6,208 The following table presents a summary of the remaining unrecognized share-based compensation expense related to our outstanding share-based awards as of June 30, 2024: Schedule of unrecognized share-based compensation expense Remaining Unrecognized Compensation Expense Remaining Weighted-Average Years to Recognize (In thousands) Stock options $ 220 2.1 RSUs 7,640 1.7 PSUs 3,574 2.3 Common stock purchase rights under ESPP 112 0.4 $ 11,546 If there are any modifications or cancellations of the underlying unvested share-based awards, we may be required to accelerate, increase or cancel remaining unearned share-based compensation expense. Future share-based compensation expense and unearned share-based compensation expense will increase to the extent that we grant additional share-based awards.

Retirement Plan

Retirement Plan	12 Months Ended
	Jun. 30, 2024
Retirement Benefits [Abstract]
Retirement Plan	7. Retirement Plan We have a retirement savings plan (the “Plan”) to which eligible employees may elect to make contributions through salary deferrals up to 100% of their base pay, subject to limitations. We made approximately $ 376,000 411,000 In addition, we may make discretionary profit-sharing contributions, subject to limitations. During the fiscal years ended June 30, 2024 and 2023, we made no such contributions to the Plan.

Income Taxes

Income Taxes	12 Months Ended
	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	8. Income Taxes The provision (benefit) for income taxes consists of the following components: Schedule of components of income tax expense Years Ended June 30, 2024 2023 (In thousands) Current: Federal $ – $ – State 380 294 Foreign 332 308 Total Current taxes $ 712 $ 602 Deferred: Federal 33 146 State – – Foreign – – Provision for income taxes $ 745 $ 748 The following table presents U.S. and foreign income (loss) before income taxes: Schedule of income before income taxes Years Ended June 30, 2024 2023 (In thousands) United States $ (4,655 ) $ (9,168 ) Foreign 884 936 Loss before income taxes $ (3,771 ) $ (8,232 ) The tax effects of temporary differences that give rise to deferred tax assets and liabilities are as follows: Schedule of deferred tax assets and liabilities Years Ended June 30, 2024 2023 (In thousands) Deferred tax assets: Tax losses and credits $ 8,984 $ 9,882 Reserves not currently deductible 2,738 2,054 Capitalized research and development expenses 7,511 6,975 Deferred compensation 1,509 1,301 Inventory capitalization 2,570 2,390 Lease liabilities 2,299 2,848 Depreciation and amortization 172 – Identified intangibles 1,172 446 Other 98 263 Gross deferred tax assets 27,053 26,159 Valuation allowance (24,731 ) (22,532 ) Deferred tax assets, net 2,322 3,627 Deferred tax liabilities: State taxes (395 ) (518 ) Right-of-use assets (2,106 ) (2,676 ) Depreciation and amortization – (579 ) Deferred tax liabilities (2,501 ) (3,773 ) Net deferred tax assets (liabilities) $ (179 ) $ (146 ) Our net deferred tax liability of $ 179,000 146,000 The following table presents a reconciliation of the provision (benefit) for income taxes to taxes computed at the U.S. federal statutory rate: Schedule of effective income tax reconciliation Years Ended June 30, 2024 2023 (In thousands) Statutory federal provision (benefit) for income taxes $ (792 ) $ (1,729 ) Increase (decrease) resulting from: State taxes 300 232 Stock options 431 (283 ) Change in valuation allowance 349 2,222 Change in state tax rate 261 – Global intangible low-tax income inclusion – 2 Foreign tax rate variances 146 112 Other 50 192 Provision for income taxes $ 745 $ 748 We continue to assert that our foreign earnings are indefinitely reinvested in our overseas operations and as such, deferred income taxes were not provided on undistributed earnings of certain foreign subsidiaries. The 2017 Act created a requirement that certain income earned by foreign subsidiaries, known as global intangible low-tax income (“GILTI”), must be included in the gross income of their U.S. shareholder. The FASB allows an accounting policy election of either recognizing deferred taxes for temporary differences expected to reverse as GILTI in future years or recognizing such taxes as a current-period expense when incurred. During the fiscal years ended June 30, 2024 and 2023, we elected to treat the tax effect of GILTI as a current-period expense when incurred. Unrecognized Tax Benefits The following table summarizes our liability for uncertain tax positions for the fiscal year ended June 30, 2024: Schedule of uncertain tax position Year Ended June 30, 2024 (In thousands) Balance as of June 30, 2023 $ 4,813 Change in balances related to uncertain tax positions (524 ) Balance as of June 30, 2024 $ 4,289 At June 30, 2024, we had $ 4,289,000 4,289,000 333,000 At June 30, 2024, our fiscal years ended June 30, 2021 through 2024 remain open to examination by the federal taxing jurisdiction and our fiscal years ended June 30, 2020 through 2024 remain open to examination by the state taxing jurisdictions. However, we have NOLs beginning in the fiscal year ended June 30, 2005 which would cause the statute of limitations to remain open for the year in which the NOL was incurred. Our fiscal years ended June 30, 2016 through 2024 remain open to examination by foreign taxing authorities. We currently do not anticipate that the amount of unrecognized tax benefits as of June 30, 2024 will significantly increase or decrease within the next 12 months.

Leases

Leases	12 Months Ended
	Jun. 30, 2024
Leases
Leases	9. Leases In general, our leases include office buildings for various facilities worldwide which are all classified as operating leases. We also have financing leases related to some office equipment in the U.S. The following presents components of lease expense and supplemental cash flow information: Schedule of components of lease expense Years Ended 2024 2023 (In thousands) Components of lease expense Operating lease cost $ 2,465 $ 2,583 Financing lease cost 110 30 Financing lease interest expense 39 10 Supplemental cash flow information Cash paid for amounts included in the measurement of operating lease liabilities $ 1,772 $ 1,701 Cash paid for amounts included in the measurement of financing lease liabilities $ 222 $ 30 Right-of-use assets obtained in exchange for lease obligation $ – $ 4,856 As of June 30, 2024 and 2023, the weighted average discount rate for leases was 4.6 4.6 3.4 3.8 Maturities of lease liabilities as of June 30, 2024 were as follows: Schedule of maturities of lease liabilities Years ending June 30, Operating Financing (In thousands) 2025 $ 2,056 213 2026 1,693 117 2027 1,648 22 2028 1,698 19 2029 1,527 – Thereafter 2,952 – Total remaining lease payments 11,574 371 less: imputed interest (1,571 ) (45 ) Lease liability $ 10,003 $ 326 Reported as: Current liabilities $ 1,580 $ 187 Non-current liabilities $ 8,423 $ 139

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	10. Commitments and Contingencies On February 23, 2024, a purported class action, brought on behalf of a putative class who purchased or otherwise acquired shares of Lantronix between May 11, 2023 and February 8, 2024, was filed in the United States District Court for the Central District of California against the Company, its former chief executive officer, and its chief financial officer. The action, styled Neilsen v. Lantronix, Inc. On April 11, 2024, a purported stockholder of Lantronix filed a derivative lawsuit styled Jernigan derivatively on behalf of Lantronix, Inc. v. Jason W. Cohenour et al., in the United States District Court for the Central District of California against the Company, as the nominal defendant, former and current directors of the Company, its former chief executive officer, and its chief financial officer, alleging breach of fiduciary duties, mismanagement, waste of corporate assets, unjust enrichment, aiding and abetting, insider trading and violations of Section 14(a) of the Exchange Act in connection with statements made in the Company’s annual and quarterly reports, earnings releases, and proxy statement beginning May 11, 2023. The plaintiff did not make a demand on the Board before instituting the lawsuit and alleged such demand would have been futile. On May 28, 2024, the plaintiff voluntarily dismissed Christa Steele as a defendant from the lawsuit. On June 26, 2024, the plaintiff voluntarily dismissed the suit. From time to time, we are subject to 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. We maintain insurance policies for settlements and judgments, as well as legal defense costs, although the amount of insurance coverage that we maintain may not be adequate to cover all claims or liabilities that may arise. In addition, provisions of the Company’s Certificate of Incorporation, Bylaws and indemnification agreements entered into with current and former directors and officers require us, among other things, to indemnify these directors and officers against certain liabilities that may arise by reason of their status or service as directors or officers and to advance expenses to such directors or officers in connection therewith.

Significant Geographic, Custome

Significant Geographic, Customer and Supplier Information	12 Months Ended
	Jun. 30, 2024
Segment Reporting [Abstract]
Significant Geographic, Customer and Supplier Information	11. Significant Geographic, Customer and Supplier Information Long-lived assets, which consists of property and equipment, net, lease right-of-use assets, intangible assets, net, and goodwill by geographic area are as follows: Schedule of long-lived assets by geographic areas June 30, 2024 2023 (In thousands) U.S. $ 38,650 $ 44,757 Canada 7,564 9,169 Rest of world 444 675 $ 46,658 $ 54,601 Customers The following table presents sales to our significant customers as a percentage of net revenue: Schedule of revenue by major customers Years Ended June 30, 2024 2023 Top five customers (1) 54 35 Customer A 25 * Customer B 13 * Customer C * 10 (1) Includes Customer A, Customer B, and Customer C in the fiscal year ended June 30, 2024 and Customer C in the fiscal year ended June 30, 2023. * Less than 10% The following table shows customers that had an outstanding receivable balance that represented at least 10% of our total net accounts receivable: Schedule of accounts receivable net customers June 30, 2024 2023 Customer A 26 * Customer B 15 * Customer C * 12 Customer D * 12 Customer E * 10 * Less than 10% Related Party Transactions We had no Suppliers We do not own or operate a manufacturing facility. All of our products are manufactured by third-party contract manufacturers and foundries primarily located in Thailand, Taiwan and China. We have several single-sourced supplier relationships, either because alternative sources are not available or because the relationship is advantageous to us. If these suppliers are unable to provide a timely and reliable supply of components, we could experience manufacturing delays that could adversely affect our consolidated results of operations.

Subsequent Event

Subsequent Event	12 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent Event	12. Subsequent Event On September 3, 2024, we entered into a Fourth Amendment to our Loan Agreement, pursuant to which the maturity of our Senior Credit Facilities was extended from August 2, 2025 to August 2, 2026. See Part II, Item 9B of this Report.

Company and Significant Accou_2

Company and Significant Accounting Policies (Policies)	12 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Company	Company Lantronix, Inc., which we refer to herein as the Company, Lantronix, we, our, or us, is a global leader in compute and connectivity solutions, targeting high-growth industries such as Smart Cities, Automotive, and Enterprise markets. Our products and services empower companies to capitalize on the expanding internet of things (“IoT”) market by delivering customizable solutions that address each layer of the IoT stack. We were incorporated in California in 1989 and re-incorporated in Delaware in 2000.
Basis of Presentation	Basis of Presentation The consolidated financial statements include the accounts of Lantronix and our wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The industry in which we operate is characterized by rapid technological change. As a result, estimates made in preparing the consolidated financial statements include revenue recognition, the allowance for doubtful accounts, business combinations, inventory valuation, goodwill valuation, deferred income tax asset valuation allowances, share-based compensation, restructuring charges and warranty reserves. To the extent there are material differences between our estimates and actual results, future results of operations will be affected.
Revenue Recognition	Revenue Recognition Refer to Note 2
Accounts Receivable and Allowance for Credit Losses	Accounts Receivable and Allowance for Credit Losses Accounts receivable are stated at the amount we expect to collect, which is net of an allowance for credit losses for estimated losses resulting from the inability of our customers to make required payments. Our evaluation of the collectability of customer accounts receivable is based on various factors. In cases where we are aware of circumstances that may impair a specific customer’s ability to meet its financial obligations subsequent to the original sale, we record an allowance against amounts due based on those particular circumstances. For all other customers, we estimate an allowance for credit losses based on various considerations, including the length of time the receivables are past due and our historical bad debt collection experience. We also consider our understanding of current economic and industry conditions, as well as reasonable and supportable forecasts of future economic conditions that may affect the collectability of customer receivables. Accounts that are deemed uncollectible are written off against the allowance for credit losses.
Concentration of Credit Risk	Concentration of Credit Risk Our accounts receivable are primarily derived from revenue earned from customers located throughout North America, Europe and Asia. We perform periodic credit evaluations of our customers’ financial condition and maintain allowances for potential credit losses. Credit losses have historically been within our expectations. We generally do not require collateral or other security from our customers.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Our financial instruments consist primarily of cash and cash equivalents, accounts receivable, contract manufacturers’ receivable, accounts payable, and accrued liabilities. The fair value of a financial instrument is the amount that would be received in an asset sale or paid to transfer a liability in an orderly transaction between unaffiliated market participants. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree to which the inputs are observable. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows: Level 1: Level 2: Level 3: The hierarchy noted above requires us to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. Other than earnout consideration liabilities (see Note 3 We believe all of our financial instruments’ recorded values approximate their current fair values because of the nature and short duration of these instruments.
Foreign Currency Remeasurement	Foreign Currency Remeasurement The functional currency for all our foreign subsidiaries is currently the U.S. dollar. Non-monetary and monetary foreign currency assets and liabilities are valued in U.S. dollars at historical and end-of-period exchange rates, respectively. Exchange gains and losses from foreign currency transactions and remeasurements are recognized in the consolidated statements of operations. Translation adjustments for foreign subsidiaries whose functional currencies were previously their respective local currencies are suspended in accumulated other comprehensive income.
Accumulated Other Comprehensive Income	Accumulated Other Comprehensive Income Accumulated other comprehensive income is composed of accumulated translation adjustments as of June 30, 2024 and 2023. We did not have any other comprehensive income or losses during the fiscal years ended June 30, 2024 or 2023.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments, with original maturities of 90 days or less.
Inventories	Inventories Inventories are stated at the lower of cost or net realizable value, cost being determined on a weighted-average cost basis that approximates the first-in, first-out method. We provide reserves for excess and obsolete inventories determined primarily based upon estimates of future demand for our products.
Inventory Sale and Purchase Transactions with Contract Manufacturers	Inventory Sale and Purchase Transactions with Contract Manufacturers Under certain circumstances, we sell raw materials to our contract manufacturers and subsequently repurchase finished goods from the contract manufacturers which contain such raw materials. Net sales of raw materials to the contract manufacturers are recorded on the consolidated balance sheets as contract manufacturers’ receivables and are eliminated from net revenue as we intend to repurchase the raw materials from the contract manufacturers in the form of finished goods. We have contractual arrangements with certain of our contract manufacturers that require us to purchase unused inventory that the contract manufacturer has purchased to fulfill our forecasted manufacturing demand. To the extent that inventory on-hand at one or more of these contract manufacturers exceeds our contractually reported forecasts, we record the amount we may be required to purchase as part of other current liabilities and inventories on the consolidated balance sheets.
Property and Equipment	Property and Equipment Property and equipment are carried at cost. Depreciation is provided using the straight-line method over the assets’ estimated useful lives, generally ranging from three to five years. Depreciation and amortization of leasehold improvements are computed using the shorter of the remaining lease term or five years. Major renewals and betterments are capitalized, while replacements, maintenance and repairs, which do not improve or extend the estimated useful lives of the respective assets, are expensed as incurred.
Business Combinations	Business Combinations We allocate the fair value of the purchase consideration of a business acquisition to the tangible assets, liabilities, and intangible assets acquired, including in-process research and development (“IPR&D”), based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When an IPR&D project is completed, the IPR&D is reclassified as an amortizable intangible asset and amortized over the asset’s estimated useful life. Acquisition-related expenses and related restructuring costs are recognized separately from the business combination and are expensed as incurred.
Goodwill	Goodwill Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the acquired net tangible and intangible assets acquired. We evaluate goodwill for impairment on an annual basis as of the last day of our fiscal fourth quarter or more frequently if we believe indicators of impairment exist that would more likely than not reduce the fair value of our single reporting unit below its carrying amount. We begin by assessing qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying value. Based on that qualitative assessment, if we conclude that it is more likely than not that the fair value of our single reporting unit is less than its carrying value, we conduct a quantitative goodwill impairment test, which involves comparing the estimated fair value of our single reporting unit with its carrying value, including goodwill. We estimate the fair value of our single reporting unit using a combination of the income and market approach. If the carrying value of the reporting unit exceeds its estimated fair value, we recognize an impairment loss for the difference. During the fourth quarter of the fiscal year ended June 30, 2024, we performed a qualitative assessment of whether goodwill impairment existed and did not determine that it was more likely than not that the fair value of our single reporting unit was less than its carrying amount.
Intangible Assets	Intangible Assets Included within “intangible assets, net" at June 30, 2024 are customer lists, developed technology, tradenames, and other intangible assets acquired in connection with various business combinations. Such capitalized costs and intangible assets are being amortized over a period of one to five years.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets We assess the impairment of long-lived assets, including intangible assets, whenever events or changes in circumstances indicate that the carrying amount of long-lived assets within an asset group may not be recoverable. We estimate the future cash flows, undiscounted and without interest charges, expected to be generated by the assets from its use over its remaining useful life and eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying amount of those assets, we estimate the fair value of the asset group and recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.
Income Taxes	Income Taxes Income taxes are computed under the liability method. This method requires the recognition of deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities. The impact on deferred taxes of changes in tax rates and laws, if any, are applied to the years during which temporary differences are expected to be settled and are reflected in the consolidated financial statements in the period of enactment. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. Financial statement effects of a tax position are initially recognized when it is more likely than not, based on the technical merits, that the position will be sustained upon examination by a taxing authority. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that meets the more-likely-than-not threshold of being realized upon ultimate settlement with a taxing authority. We recognize potential accrued interest and penalties related to unrecognized tax benefits as income tax expense.
Share-Based Compensation	Share-Based Compensation We account for share-based compensation by expensing the estimated grant date fair value of our shared-based awards ratably over the requisite service period. We recognize the impact of forfeitures on our share-based compensation expense as such forfeitures occur. Previously recognized expense is reversed for the portion of awards forfeited prior to vesting.
Net Income (Loss) Per Share	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 fiscal year. Diluted net income (loss) per share is calculated by adjusting the weighted-average number of common shares outstanding, assuming any dilutive effects of outstanding share-based awards using the treasury stock method.
Research and Development Costs	Research and Development Costs Costs incurred in the research and development of new products and enhancements to existing products are expensed as incurred. Development costs of computer software to be sold, leased or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. In most instances, we believe our current process for developing products is essentially completed concurrently with the establishment of technological feasibility and thus, software development costs have been expensed as incurred.
Warranty	Warranty The standard warranty periods we provide for our products typically range from one to five years. We establish reserves for estimated product warranty costs at the time revenue is recognized based upon our historical warranty experience, and for any known or anticipated product warranty issues. If actual return rates and/or replacement costs differ significantly from our estimates, adjustments to recognize additional warranty expense in cost of revenue may be required in future periods.
Restructuring Charges	Restructuring Charges We recognize costs and related liabilities for restructuring activities when they are incurred. Our restructuring charges are primarily comprised of employee separation costs, asset impairments and contract exit costs. Employee separation costs include one-time termination benefits that are recognized as a liability at estimated fair value, at the time of communication to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. Ongoing termination benefits are recognized as a liability at estimated fair value when the amount of such benefits are probable and reasonably estimable. Contract exit costs include contract termination fees and right-of-use asset impairments recognized on the date that we have vacated the premises or ceased use of the leased facilities. A liability for contract termination fees is recognized in the period in which we terminate the contract.
Leases	Leases We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement and evaluate whether the lease is an operating lease or a finance lease at the commencement date. We recognize right-of-use (“ROU”) assets and lease liabilities for operating and finance leases with terms greater than 12 months. ROU assets represent our right to use an asset for the lease term, while lease liabilities represent our obligation to make lease payments. To the extent a lease includes a renewal option, we include such options in the calculation of the ROU asset and lease liability if it is reasonably assured that we will exercise the option. Operating and finance lease ROU assets and liabilities are recognized based on the present value of lease payments over the lease term at the lease commencement date. To determine the present value of lease payments, we use the implicit interest rate, if it is readily determinable or estimable. To the extent that we are unable to utilize an interest rate implicit in the lease, we generally use our collateralized incremental borrowing rate based on the information available at the lease commencement date, including lease term, in determining the present value of lease payments. Operating and finance lease ROU assets are recognized net of any lease prepayments and incentives. Operating lease expense is recognized on a straight-line basis over the lease term. Finance lease expense is recognized based on the effective-interest method over the lease term. For leases that we acquire in acquisition transactions, we generally elect not to recognize assets or liabilities at the acquisition date for leases that, at the acquisition date, have a remaining lease term of 12 months or less. Refer to Note 9
Advertising Expenses	Advertising Expenses Advertising expenses are recorded in the period incurred and totaled $ 237,000 262,000
Segment Information	Segment Information We have one operating and reportable business segment: the development, marketing, and sale of industrial and enterprise IoT products and services. Our chief executive officer was identified as our chief operating decision-maker (CODM), and reviews financial information presented on a consolidated basis for the purpose of allocating resources and evaluating financial performance.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Income Tax Disclosures In December 2023, the Financial Accounting Standards Board (“FASB”) issued a final standard on improvements to income tax disclosures. The new standard requires disaggregated information about a company’s effective tax rate reconciliation and information on income taxes paid. The standard will be effective for Lantronix beginning with our annual financial statements for the fiscal year ending June 30, 2026. We have not yet determined the impact of adopting this guidance on our financial statements. Segment Disclosures In November 2023, the FASB issued a new Accounting Standards Update (“ASU”) requiring incremental disclosures related to a public company’s reportable segments. The new guidance was issued primarily to provide financial statement users with more disaggregated expense information about a company’s reportable segments. The guidance does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments. The guidance is effective for Lantronix on a retrospective basis beginning with our annual financial statements for the fiscal year ending June 30, 2025. We are evaluating this guidance and currently do not anticipate its adoption to materially impact our financial statements. Current Expected Credit Losses In June 2016, the FASB issued an ASU requiring financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The ASU eliminates the threshold for initial recognition in current U.S. GAAP and reflects an entity’s current estimate of all expected credit losses. The measurement of expected credit losses is based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets. The ASU became effective for Lantronix at the beginning of our first quarter of fiscal year 2024. The adoption of this guidance did not have a material effect on our consolidated financial statements.

Revenue (Tables)

Revenue (Tables)	12 Months Ended
	Jun. 30, 2024
Revenue from Contract with Customer [Abstract]
Schedule of net revenue by product lines	Schedule of net revenue by product lines Years Ended June 30, 2024 2023 (In thousands) Embedded IoT Solutions $ 46,953 $ 63,636 IoT System Solutions 104,450 57,496 Software & Services 8,924 10,057 $ 160,327 $ 131,189
Schedule of net revenue by geographic region	Schedule of net revenue by geographic region Years Ended June 30, 2024 2023 (In thousands) Americas $ 78,203 $ 78,557 EMEA 64,025 23,286 APJ 18,099 29,346 $ 160,327 $ 131,189
Schedule of percentage total net revenues	Schedule of percentage total net revenues Year Ended June 30, 2024 2023 Product revenues 94 93 Service revenues 6 7
Schedule of changes in deferred revenue	Schedule of changes in deferred revenue Balance, July 1, 2023 $ 3,381 New performance obligations 6,973 Recognition of revenue as a result of satisfying performance obligations (4,601 ) Balance, June 30, 2024 $ 5,753 Less: non-current portion of deferred revenue (2,736 ) Current portion, June 30, 2024 $ 3,017

Acquisition (Tables)

Acquisition (Tables)	12 Months Ended
	Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Schedule of purchase consideration	Schedule of purchase consideration Cash paid, including initial working capital adjustments $ 8,754 Preliminary estimated fair value of earnout consideration 1,718 Total purchase consideration $ 10,472
Schedule of purchase price allocation	Schedule of purchase price allocation Cash and cash equivalents $ 4,104 Accounts receivable, net 1,900 Inventories, net 3,590 Prepaid expense and other current assets 288 Lease right-of-use asset 778 Other non-current assets 129 Amortizable intangible assets 1,810 Goodwill 7,056 Accounts payable (278 ) Accrued payroll (262 ) Deferred revenue (4,096 ) Other current liabilities (3,067 ) Notes payable (900 ) Other noncurrent liabilities (580 ) Total consideration $ 10,472
Schedule of intangible assets of useful lives	Schedule of intangible assets of useful lives Asset Fair Value Weighted Average Useful Life (In thousands) (In years) Customer relationships $ 1,030 5.0 Developed technology 600 5.0 Trademarks and trade names 180 1.0
Schedule of change in the earnout consideration liability	Schedule of change in the earnout consideration liability Balance at June 30, 2023 $ 1,271 Final remeasurement estimate (9 ) Payments (1,262 ) Balance at June 30, 2024 $ –
Schedule of supplemental pro forma data	Schedule of supplemental pro forma data Years ended June 30, 2023 2022 (In thousands, except per share amounts) Pro forma net revenue $ 133,224 $ 138,835 Pro forma net loss $ (7,545 ) $ (5,813 ) Pro forma net loss per share: Basic and Diluted $ (0.21 ) $ (0.18 )

Supplemental Financial Inform_2

Supplemental Financial Information (Tables)	12 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of accounts receivable	Schedule of accounts receivable June 30, 2024 2023 (In thousands) Accounts receivable $ 31,526 $ 28,204 Allowance for credit losses (247 ) (522 ) Accounts receivable, net $ 31,279 $ 27,682
Schedule of inventory	Schedule of inventory June 30, 2024 2023 (In thousands) Finished goods $ 14,167 $ 25,670 Raw materials 13,531 24,066 Inventories, net $ 27,698 $ 49,736
Schedule of property and equipment	Schedule of property and equipment June 30, 2024 2023 (In thousands) Computer, software and office equipment $ 4,531 $ 7,167 Furniture and fixtures 2,748 3,119 Production, development and warehouse equipment 4,033 5,443 Construction-in-progress 16 52 Property and equipment, gross 11,328 15,781 Less accumulated depreciation (7,312 ) (11,152 ) Property and equipment, net $ 4,016 $ 4,629
Schedule of goodwill	Schedule of goodwill Year Ended June 30, 2024 (In thousands) Balance at June 30, 2023 $ 27,824 Current year activity – Balance at June 30, 2024 $ 27,824
Schedule of intangible assets	Schedule of intangible assets June 30, 2024 June 30, 2023 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value (In thousands) Developed technology $ 6,331 $ (5,293 ) $ 1,038 $ 6,331 $ (3,881 ) $ 2,450 Customer relationships 17,528 (13,315 ) 4,213 17,528 (9,487 ) 8,041 Trademark and trade name 1,425 (1,425 ) – 1,425 (1,351 ) 74 $ 25,284 $ (20,033 ) $ 5,251 $ 25,284 $ (14,719 ) $ 10,565
Schedule of future estimated amortization expense	Schedule of future estimated amortization expense Years Ending June 30, (In thousands) 2025 3,684 2026 1,177 2027 326 2028 64 Total amortization expense $ 5,251
Schedule of warranty reserve	Schedule of warranty reserve Years Ended June 30, 2024 2023 (In thousands) Beginning balance $ 788 $ 594 Charged to cost of revenues 376 352 Usage (324 ) (158 ) Ending balance $ 840 $ 788
Schedule of other liabilities	Schedule of other liabilities June 30, 2024 2023 (In thousands) Current Accrued variable consideration $ 1,796 $ 2,167 Customer deposits and refunds 436 16,344 Accrued raw materials purchases 126 267 Deferred revenue 3,017 2,493 Lease liability 1,767 1,859 Taxes payable 772 647 Warranty reserve 840 788 Accrued operating expenses 2,217 4,248 Total other current liabilities $ 10,971 $ 28,813 Non-current Lease liability $ 8,563 $ 10,425 Deferred tax liability 179 146 Deferred revenue 2,736 888 Total other non-current liabilities $ 11,478 $ 11,459
Schedule of computation of net loss per share	Schedule of computation of net loss per share Years Ended June 30, 2024 2023 (In thousands, except per share data) Numerator: Net loss $ (4,516 ) $ (8,980 ) Denominator: Weighted-average shares outstanding - basic and diluted 37,386 36,257 Net loss per share - basic and diluted $ (0.12 ) $ (0.25 )
Schedule of antidilutive securities	Schedule of antidilutive securities Years Ended June 30, 2024 2023 (In thousands) Common stock equivalents 847 637
Schedule of severance and related charges	Schedule of severance and related charges Year Ended June 30, 2024 (In thousands) Beginning balance $ 97 Charges 1,423 Payments (1,267 ) Ending balance $ 253
Schedule of non-cash transactions	Schedule of non-cash transactions Years Ended June 30, 2024 2023 (In thousands) Acquisition of property through operating leases $ – $ 4,320 Acquisition of property through financing leases $ – $ 536 Accrued property and equipment paid for in the subsequent period $ 74 $ 54

Bank Loan Agreements (Tables)

Bank Loan Agreements (Tables)	12 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Schedule of outstanding debt	Schedule of outstanding debt June 30, 2024 2023 (In thousands) Outstanding borrowings on Senior Credit Facilities $ 16,341 19,194 Less: Unamortized debt issuance costs (120 ) (230 ) Net Carrying amount of debt 16,221 18,964 Less: Current portion (3,002 ) (2,743 ) Non-current portion $ 13,219 $ 16,221

Stockholders_ Equity (Tables)

Stockholders’ Equity (Tables)	12 Months Ended
	Jun. 30, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Schedule of RSU activity	Schedule of RSU activity Number of Shares Weighted-Average Grant Date Fair Value per Share (In thousands) Balance of RSUs outstanding at June 30, 2023 1,189 $ 5.70 Granted 1,545 4.55 Forfeited (170 ) 5.11 Vested (683 ) 5.49 Balance of RSUs outstanding at June 30, 2024 1,881 $ 4.89
Schedule of stock option activity	Schedule of stock option activity Weighted-Average Exercise Remaining Aggregate Number of Price Contractual Intrinsic Shares Per Share Term Value (In thousands) (In years) (In thousands) Balance of options outstanding at June 30, 2023 1,325 $ 3.65 Expired (550 ) 3.84 Exercised (208 ) 1.85 Balance of options outstanding at June 30, 2024 567 $ 4.13 3.2 $ 112 Options exercisable at June 30, 2024 473 $ 3.94 2.8 $ 112
Schedule of option grant-date fair value and intrinsic value information	Schedule of option grant-date fair value and intrinsic value information Years Ended June 30, 2024 2023 (In thousands, except per share data) Weighted-average grant date fair value per share $ – $ 2.44 Intrinsic value of options exercised $ 568 $ 454
Schedule of employee stock purchase plan activity	Schedule of employee stock purchase plan activity Year Ended June 30, 2024 (In thousands, except per share data) Shares available for issuance at June 30, 2023 381 Shares issued (200 ) Shares available for issuance at June 30, 2024 181 Weighted-average purchase price per share $ 3.74 Intrinsic value of ESPP shares on purchase date $ 132
Schedule of share-based compensation expense	Schedule of share-based compensation expense Years Ended June 30, 2024 2023 (In thousands) Cost of revenues $ 237 $ 158 Selling, general and administrative 6,248 4,546 Research and development 1,852 1,504 Total share-based compensation expense $ 8,337 $ 6,208
Schedule of unrecognized share-based compensation expense	Schedule of unrecognized share-based compensation expense Remaining Unrecognized Compensation Expense Remaining Weighted-Average Years to Recognize (In thousands) Stock options $ 220 2.1 RSUs 7,640 1.7 PSUs 3,574 2.3 Common stock purchase rights under ESPP 112 0.4 $ 11,546
Performance Stock Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Schedule of valuation assumptions	Schedule of valuation assumptions Years Ended June 30, 2024 2023 Volatility of common stock 62% 63% Average correlation coefficient of peer companies 0.34 0.22 Risk-free interest rate 4.55% 3.03% Contract term (in years) 2.9 2.9 Dividend yield 0.00% 0.00%
Schedule of PSU activity	Schedule of PSU activity Number of Shares Weighted Average Grant Date Fair Value per Share (In thousands) Balance of PSUs outstanding at June 30, 2023 931 $ 5.06 Granted 1,257 6.07 Forfeited (346 ) 4.89 Vested (173 ) 5.18 Balance of PSUs outstanding at June 30, 2024 1,669 $ 5.82
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Schedule of valuation assumptions	Schedule of valuation assumptions Expected term (in years) 3.9 Expected volatility 62% Risk-free interest rate 3.79% Dividend yield 0.00%
Employee Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Schedule of valuation assumptions	Schedule of valuation assumptions Years Ended June 30, 2024 2023 Expected term (in years) 0.5 0.5 Expected volatility 72 66 Risk-free interest rate 5.39 4.88 Dividend yield 0.00 0.00

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Schedule of components of income tax expense	Schedule of components of income tax expense Years Ended June 30, 2024 2023 (In thousands) Current: Federal $ – $ – State 380 294 Foreign 332 308 Total Current taxes $ 712 $ 602 Deferred: Federal 33 146 State – – Foreign – – Provision for income taxes $ 745 $ 748
Schedule of income before income taxes	Schedule of income before income taxes Years Ended June 30, 2024 2023 (In thousands) United States $ (4,655 ) $ (9,168 ) Foreign 884 936 Loss before income taxes $ (3,771 ) $ (8,232 )
Schedule of effective income tax reconciliation	Schedule of deferred tax assets and liabilities Years Ended June 30, 2024 2023 (In thousands) Deferred tax assets: Tax losses and credits $ 8,984 $ 9,882 Reserves not currently deductible 2,738 2,054 Capitalized research and development expenses 7,511 6,975 Deferred compensation 1,509 1,301 Inventory capitalization 2,570 2,390 Lease liabilities 2,299 2,848 Depreciation and amortization 172 – Identified intangibles 1,172 446 Other 98 263 Gross deferred tax assets 27,053 26,159 Valuation allowance (24,731 ) (22,532 ) Deferred tax assets, net 2,322 3,627 Deferred tax liabilities: State taxes (395 ) (518 ) Right-of-use assets (2,106 ) (2,676 ) Depreciation and amortization – (579 ) Deferred tax liabilities (2,501 ) (3,773 ) Net deferred tax assets (liabilities) $ (179 ) $ (146 ) Our net deferred tax liability of $ 179,000 146,000 The following table presents a reconciliation of the provision (benefit) for income taxes to taxes computed at the U.S. federal statutory rate: Schedule of effective income tax reconciliation Years Ended June 30, 2024 2023 (In thousands) Statutory federal provision (benefit) for income taxes $ (792 ) $ (1,729 ) Increase (decrease) resulting from: State taxes 300 232 Stock options 431 (283 ) Change in valuation allowance 349 2,222 Change in state tax rate 261 – Global intangible low-tax income inclusion – 2 Foreign tax rate variances 146 112 Other 50 192 Provision for income taxes $ 745 $ 748
Schedule of effective income tax reconciliation	Schedule of effective income tax reconciliation Years Ended June 30, 2024 2023 (In thousands) Statutory federal provision (benefit) for income taxes $ (792 ) $ (1,729 ) Increase (decrease) resulting from: State taxes 300 232 Stock options 431 (283 ) Change in valuation allowance 349 2,222 Change in state tax rate 261 – Global intangible low-tax income inclusion – 2 Foreign tax rate variances 146 112 Other 50 192 Provision for income taxes $ 745 $ 748
Schedule of uncertain tax position	Schedule of uncertain tax position Year Ended June 30, 2024 (In thousands) Balance as of June 30, 2023 $ 4,813 Change in balances related to uncertain tax positions (524 ) Balance as of June 30, 2024 $ 4,289

Leases (Tables)

Leases (Tables)	12 Months Ended
	Jun. 30, 2024
Leases
Schedule of components of lease expense	Schedule of components of lease expense Years Ended 2024 2023 (In thousands) Components of lease expense Operating lease cost $ 2,465 $ 2,583 Financing lease cost 110 30 Financing lease interest expense 39 10 Supplemental cash flow information Cash paid for amounts included in the measurement of operating lease liabilities $ 1,772 $ 1,701 Cash paid for amounts included in the measurement of financing lease liabilities $ 222 $ 30 Right-of-use assets obtained in exchange for lease obligation $ – $ 4,856
Schedule of maturities of lease liabilities	Schedule of maturities of lease liabilities Years ending June 30, Operating Financing (In thousands) 2025 $ 2,056 213 2026 1,693 117 2027 1,648 22 2028 1,698 19 2029 1,527 – Thereafter 2,952 – Total remaining lease payments 11,574 371 less: imputed interest (1,571 ) (45 ) Lease liability $ 10,003 $ 326 Reported as: Current liabilities $ 1,580 $ 187 Non-current liabilities $ 8,423 $ 139

Significant Geographic, Custo_2

Significant Geographic, Customer and Supplier Information (Tables)	12 Months Ended
	Jun. 30, 2024
Segment Reporting [Abstract]
Schedule of long-lived assets by geographic areas	Schedule of long-lived assets by geographic areas June 30, 2024 2023 (In thousands) U.S. $ 38,650 $ 44,757 Canada 7,564 9,169 Rest of world 444 675 $ 46,658 $ 54,601
Schedule of revenue by major customers	Schedule of revenue by major customers Years Ended June 30, 2024 2023 Top five customers (1) 54 35 Customer A 25 * Customer B 13 * Customer C * 10 (1) Includes Customer A, Customer B, and Customer C in the fiscal year ended June 30, 2024 and Customer C in the fiscal year ended June 30, 2023. * Less than 10%
Schedule of accounts receivable net customers	Schedule of accounts receivable net customers June 30, 2024 2023 Customer A 26 * Customer B 15 * Customer C * 12 Customer D * 12 Customer E * 10 * Less than 10%

Company and Significant Accou_3

Company and Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Accounting Policies [Abstract]
Advertising Expense	$ 237,000	$ 262,000

Revenue (Details - Revenues by

Revenue (Details - Revenues by product line) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Revenues	$ 160,327	$ 131,189
Embedded IOT Solutions [Member]
Disaggregation of Revenue [Line Items]
Revenues	46,953	63,636
IOT System Solutions [Member]
Disaggregation of Revenue [Line Items]
Revenues	104,450	57,496
Software And Services [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 8,924	$ 10,057

Revenue (Details - Revenue by g

Revenue (Details - Revenue by geography) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Revenues	$ 160,327	$ 131,189
Americas [Member]
Revenues	78,203	78,557
EMEA [Member]
Revenues	64,025	23,286
APJ [Member]
Revenues	$ 18,099	$ 29,346

Revenue (Details - Percentage o

Revenue (Details - Percentage of total net revenue) - Revenue Benchmark [Member] - Customer Concentration Risk [Member]	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Product [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage	94%	93%
Service [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage	6%	7%

Revenue (Details - Changes in d

Revenue (Details - Changes in deferred revenue) $ in Thousands	12 Months Ended
	Jun. 30, 2024 USD ($)
Revenue from Contract with Customer [Abstract]
Deferred revenue beginning balance	$ 3,381
New performance obligations	6,973
Recognition of revenue as a result of satisfying performance obligations	(4,601)
Deferred revenue ending balance	5,753
Less: non-current portion of deferred revenue	(2,736)
Current portion ending balance	$ 3,017

Revenue (Details Narrative)

Revenue (Details Narrative)	Jun. 30, 2024 USD ($)
Revenue from Contract with Customer [Abstract]
Prepaid expenses and other current assets	$ 194,000
Other assets	$ 190,000

Acquisition (Details-Purchase c

Acquisition (Details-Purchase consideration) - Uplogix [Member] - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 12, 2022
Business Acquisition [Line Items]
Cash paid, including initial working capital adjustments		$ 8,754
Preliminary estimated fair value of earnout consideration		1,718
Total purchase consideration	$ 10,472	$ 10,472

Acquisition (Details-Purchase p

Acquisition (Details-Purchase price allocation) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Sep. 12, 2022
Business Acquisition [Line Items]
Goodwill	$ 27,824	$ 27,824
Uplogix [Member]
Business Acquisition [Line Items]
Cash and cash equivalents		4,104
Accounts receivable, net		1,900
Inventories, net		3,590
Prepaid expense and other current assets		288
Lease right-of-use asset		778
Other non-current assets		129
Amortizable intangible assets		1,810
Goodwill		7,056
Accounts payable		(278)
Accrued payroll		(262)
Deferred revenue		(4,096)
Other current liabilities		(3,067)
Notes payable		(900)
Other noncurrent liabilities		(580)
Total consideration		$ 10,472	$ 10,472

Acquisition (Details-Estimated

Acquisition (Details-Estimated useful lives) - Uplogix [Member] $ in Thousands	12 Months Ended
	Jun. 30, 2024 USD ($)
Customer Relationships [Member]
Business Acquisition [Line Items]
Asset fair value	$ 1,030
Weighted average useful life	5 years
Developed Technology Rights [Member]
Business Acquisition [Line Items]
Asset fair value	$ 600
Weighted average useful life	5 years
Trademarks and Trade Names [Member]
Business Acquisition [Line Items]
Asset fair value	$ 180
Weighted average useful life	1 year

Acquisition (Details-Considerat

Acquisition (Details-Consideration liability) $ in Thousands	12 Months Ended
	Jun. 30, 2024 USD ($)
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Preliminary estimated fair value of earnout consideration at beginning balance	$ 1,271
Final remeasurement estimate	(9)
Payments	(1,262)
Preliminary estimated fair value of earnout consideration at ending balance	$ 0

Acquisition (Details-Supplement

Acquisition (Details-Supplemental pro forma data) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Pro forma net revenue	$ 133,224	$ 138,835
Pro forma net loss	$ (7,545)	$ (5,813)
Pro forma net loss per share:
Pro forma net loss per share, basic	$ (0.21)	$ (0.18)
Pro forma net loss per share, diluted	$ (0.21)	$ (0.18)

Acquisition (Details Narrative)

Acquisition (Details Narrative) - USD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2024
Business Acquisition [Line Items]
Cash			$ 4,104,000
Uplogix [Member]
Business Acquisition [Line Items]
Acquired inventory		$ 225,000
Restructuring costs		315,000
Acquisition related costs	$ 315,000
Amortization expense	$ 79,000	$ 506,000

Supplemental Financial Inform_3

Supplemental Financial Information (Details - Accounts receivable) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts receivable	$ 31,526	$ 28,204
Allowance for doubtful accounts	(247)	(522)
Accounts receivable, net	$ 31,279	$ 27,682

Supplemental Financial Inform_4

Supplemental Financial Information (Details - Inventories) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Finished goods	$ 14,167	$ 25,670
Raw materials	13,531	24,066
Inventories, net	$ 27,698	$ 49,736

Supplemental Financial Inform_5

Supplemental Financial Information (Details - Property and equipment) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 11,328	$ 15,781
Less accumulated depreciation	(7,312)	(11,152)
Property and equipment, net	4,016	4,629
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	4,531	7,167
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,748	3,119
Support Equipment and Facilities [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	4,033	5,443
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 16	$ 52

Supplemental Financial Inform_6

Supplemental Financial Information (Details - Goodwill) $ in Thousands	12 Months Ended
	Jun. 30, 2024 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Goodwill, Beginning balance	$ 27,824
Current year activity	0
Goodwill, Ending balance	$ 27,824

Supplemental Financial Inform_7

Supplemental Financial Information (Details - Intangible assets) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 25,284	$ 25,284
Accumulated Amortization	(20,033)	(14,719)
Net Book Value	5,251	10,565
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	6,331	6,331
Accumulated Amortization	(5,293)	(3,881)
Net Book Value	1,038	2,450
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	17,528	17,528
Accumulated Amortization	(13,315)	(9,487)
Net Book Value	4,213	8,041
Trademarks and Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,425	1,425
Accumulated Amortization	(1,425)	(1,351)
Net Book Value	$ 0	$ 74

Supplemental Financial Inform_8

Supplemental Financial Information (Details - Amortization expense) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
2025	$ 3,684
2026	1,177
2027	326
2028	64
Total amortization expense	$ 5,251	$ 10,565

Supplemental Financial Inform_9

Supplemental Financial Information (Details - Warranty reserve) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Beginning balance	$ 788	$ 594
Charged to cost of revenues	376	352
Usage	(324)	(158)
Ending balance	$ 840	$ 788

Supplemental Financial Infor_10

Supplemental Financial Information (Details - Other liabilities) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Current
Accrued variable consideration	$ 1,796	$ 2,167
Customer deposits and refunds	436	16,344
Accrued raw materials purchases	126	267
Deferred revenue	3,017	2,493
Lease liability	1,767	1,859
Taxes payable	772	647
Warranty reserve	840	788
Accrued operating expenses	2,217	4,248
Total other current liabilities	10,971	28,813
Non-current
Lease liability	8,563	10,425
Deferred tax liability	179	146
Deferred revenue	2,736	888
Total other non-current liabilities	$ 11,478	$ 11,459

Supplemental Financial Infor_11

Supplemental Financial Information (Details - Net loss per share) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Numerator:
Net loss	$ (4,516)	$ (8,980)
Denominator:
Weighted-average shares outstanding - basic	37,386	36,257
Weighted-average shares outstanding - diluted	37,386	36,257
Net loss per share - basic	$ (0.12)	$ (0.25)
Net loss per share - diluted	$ (0.12)	$ (0.25)

Supplemental Financial Infor_12

Supplemental Financial Information (Details - Antidilutive securities) - shares shares in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Common stock equivalents	847	637

Supplemental Financial Infor_13

Supplemental Financial Information (Details - Severance of related charges) $ in Thousands	12 Months Ended
	Jun. 30, 2024 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Beginning balance	$ 97
Charges	1,423
Payments	(1,267)
Ending balance	$ 253

Supplemental Financial Infor_14

Supplemental Financial Information (Details - Non-cash transactions) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Acquisition of property through operating leases	$ 0	$ 4,320
Acquisition of property through financing leases	0	536
Accrued property and equipment paid for in the subsequent period	$ 74	$ 54

Bank Loan Agreements (Details -

Bank Loan Agreements (Details - Summarizes our outstanding debt) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Debt Disclosure [Abstract]
Outstanding borrowings on Senior Credit Facilities	$ 16,341	$ 19,194
Less: Unamortized debt issuance costs	(120)	(230)
Net Carrying amount of debt	16,221	18,964
Less: Current portion	(3,002)	(2,743)
Non-current portion	$ 13,219	$ 16,221

Bank Loan Agreements (Details N

Bank Loan Agreements (Details Narrative)	12 Months Ended
	Jun. 30, 2024 USD ($)
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 5,000,000
Debt Instrument, Maturity Date	Aug. 02, 2025
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Maturity Date	Aug. 02, 2026
Payments of Financing Costs	$ 25,000
Credit Facilities [Member]
Debt Instrument [Line Items]
Interest expense	1,697,000
Maximum [Member]
Debt Instrument [Line Items]
[custom:ReductionInLiquidity-0]	5,000,000
Minimum [Member]
Debt Instrument [Line Items]
[custom:ReductionInLiquidity-0]	$ 4,000,000

Stockholders' Equity (Details

Stockholders' Equity (Details - RSU activity) - Restricted Stock Units (RSUs) [Member] shares in Thousands	12 Months Ended
	Jun. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares outstanding, beginning balance | shares	1,189
Weighted average grant date fair value, beginning balance | $ / shares	$ 5.70
Number of shares, granted | shares	1,545
Weighted average grant date fair value, granted | $ / shares	$ 4.55
Number of shares, forfeited | shares	(170)
Weighted average grant date fair value, forfeited | $ / shares	$ 5.11
Number of shares, vested | shares	(683)
Weighted average grant date fair value, vested | $ / shares	$ 5.49
Number of shares outstanding, ending balance | shares	1,881
Weighted average grant date fair value, ending balance | $ / shares	$ 4.89

Stockholders' Equity (Detail_2

Stockholders' Equity (Details - Weighted average assumptions) - Performance Stock Units [Member] - $ / shares	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Volatility of Common Stock	62%	63%
Average correleation coefficient of peer companies	$ 0.34	$ 0.22
Risk-free interest rate	4.55%	3.03%
Contract Term	2 years 10 months 24 days	2 years 10 months 24 days
Risk-free interest rate	0%	0%

Stockholders' Equity (Detail_3

Stockholders' Equity (Details - PSU activity) - Performance Stock Units [Member] shares in Thousands	12 Months Ended
	Jun. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares outstanding, beginning balance | shares	931
Weighted average grant date fair value, beginning balance | $ / shares	$ 5.06
Number of shares, granted | shares	1,257
Weighted average grant date fair value, granted | $ / shares	$ 6.07
Number of shares, forfeited | shares	(346)
Weighted average grant date fair value, forfeited | $ / shares	$ 4.89
Number of shares, vested | shares	(173)
Weighted average grant date fair value, vested | $ / shares	$ 5.18
Number of shares outstanding, ending balance | shares	1,669
Weighted average grant date fair value, ending balance | $ / shares	$ 5.82

Stockholders' Equity (Details -

Stockholders' Equity (Details - Stock option) - Options Held [Member] $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options outstanding, beginning balance | shares	1,325
Weighted average exercise price per share, beginning balance | $ / shares	$ 3.65
Number of options, expired | shares	(550)
Weighted average exercise price per share, expired | $ / shares	$ 3.84
Number of options, exercised | shares	(208)
Weighted average exercise price per share, exercised | $ / shares	$ 1.85
Number of options outstanding, ending balance | shares	567
Weighted average exercise price per share, ending balance | $ / shares	$ 4.13
Weighted average remaining contractual life (in years) outstanding	3 years 2 months 12 days
Aggregate intrinsic value outstanding | $	$ 112
Number of options, exercisable | shares	473
Weighted average exercise price per share, exercisable | $ / shares	$ 3.94
Weighted average remaining contractual life (in years), exercisable	2 years 9 months 18 days
Aggregate intrinsic value exercisable | $	$ 112

Stockholders' Equity (Details_2

Stockholders' Equity (Details - Other option information) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Equity [Abstract]
Weighted-average grant date fair value per share	$ 0	$ 2.44
Intrinsic value of options exercised	$ 568	$ 454

Stockholders' Equity (Details_3

Stockholders' Equity (Details - Option assumptions) - Options Held [Member]	12 Months Ended
	Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)	3 years 10 months 24 days
Expected volatility	62%
Risk-free interest rate	3.79%
Dividend yield	0%

Stockholders' Equity (Details_4

Stockholders' Equity (Details - ESPP assumptions) - Employee Stock [Member]	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)	6 months	6 months
Expected volatility	72%	66%
Risk-free interest rate	5.39%	4.88%
Dividend yield	0%	0%

Stockholders' Equity (Details_5

Stockholders' Equity (Details - ESPP activity) - Employee Stock [Member] $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for issuance, beginning balance	381
Shares issued	(200)
Shares available for future issuance, ending balance	181
Weighted average purchase price per share | $ / shares	$ 3.74
Intrinsic value of ESPP shares on purchase date | $	$ 132

Stockholders' Equity (Details_6

Stockholders' Equity (Details - Share based compensation) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Total share-based compensation	$ 8,337	$ 6,208
Cost of Sales [Member]
Total share-based compensation	237	158
Selling, General and Administrative Expenses [Member]
Total share-based compensation	6,248	4,546
Research and Development Expense [Member]
Total share-based compensation	$ 1,852	$ 1,504

Stockholders' Equity (Details_7

Stockholders' Equity (Details - Unrecognized expense) $ in Thousands	12 Months Ended
	Jun. 30, 2024 USD ($)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized share-based compensation expense	$ 11,546
Options Held [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized share-based compensation expense	$ 220
Weighted average years to recognize	2 years 1 month 6 days
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized share-based compensation expense	$ 7,640
Weighted average years to recognize	1 year 8 months 12 days
Performance Stock Units PSU [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized share-based compensation expense	$ 3,574
Weighted average years to recognize	2 years 3 months 18 days
Employee Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized share-based compensation expense	$ 112
Weighted average years to recognize	4 months 24 days

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - shares	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Nov. 30, 2022	Sep. 30, 2020
Employee Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for grant	181,000	381,000
Issuance of stock under employee stock purchase plan	1,800,000
Plan 2010 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for grant				1,097,000
Plan 2020 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for grant	1,107,000		1,800,000	2,500,000

Retirement Plan (Details Narrat

Retirement Plan (Details Narrative) - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Retirement Benefits [Abstract]
Contributions to participants	$ 376,000	$ 411,000

Income Taxes (Details - Income

Income Taxes (Details - Income tax provision) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Current:
Federal	$ 0	$ 0
State	380	294
Foreign	332	308
Total Current taxes	712	602
Deferred:
Federal	33	146
State	0	0
Foreign	0	0
Provision for income taxes	$ 745	$ 748

Income Taxes (Details - US and

Income Taxes (Details - US and foreign income) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Loss before income taxes	$ (3,771)	$ (8,232)
UNITED STATES
Loss before income taxes	(4,655)	(9,168)
Non-US [Member]
Loss before income taxes	$ 884	$ 936

Income Taxes (Details - Deferre

Income Taxes (Details - Deferred tax assets) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Deferred tax assets:
Tax losses and credits	$ 8,984	$ 9,882
Reserves not currently deductible	2,738	2,054
Capitalized research and development expenses	7,511	6,975
Deferred compensation	1,509	1,301
Inventory capitalization	2,570	2,390
Lease liabilities	2,299	2,848
Depreciation and amortization	172	0
Identified intangibles	1,172	446
Other	98	263
Gross deferred tax assets	27,053	26,159
Valuation allowance	(24,731)	(22,532)
Deferred tax assets, net	2,322	3,627
Deferred tax liabilities:
State taxes	(395)	(518)
Right-of-use assets	(2,106)	(2,676)
Depreciation and amortization	0	(579)
Deferred tax liabilities	(2,501)	(3,773)
Net deferred tax assets (liabilities)	$ (179)	$ (146)

Income Taxes (Details - Reconci

Income Taxes (Details - Reconciliation) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Statutory federal provision (benefit) for income taxes	$ (792)	$ (1,729)
Increase (decrease) resulting from:
State taxes	300	232
Stock options	431	(283)
Change in valuation allowance	349	2,222
Change in state tax rate	261	0
Global intangible low-tax income inclusion	0	2
Foreign tax rate variances	146	112
Other	50	192
Provision for income taxes	$ 745	$ 748

Income Taxes (Details - Unrecog

Income Taxes (Details - Unrecognized tax positions) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Unrecognized tax benefits	$ 4,289	$ 4,813
Change in balances related to uncertain tax positions	$ (524)

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Net deferred tax liability	$ 179,000	$ 146,000
Unrecognized tax benefits	4,289,000
Reduction in valuation allowance	4,289,000
Uncertain tax positions	$ 333,000

Leases (Details - Components of

Leases (Details - Components of lease expense) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Components of lease expense
Operating lease cost	$ 2,465	$ 2,583
Financing lease cost	110	30
Financing lease interest expense	39	10
Supplemental cash flow information
Cash paid for amounts included in the measurement of operating lease liabilities	1,772	1,701
Cash paid for amounts included in the measurement of financing lease liabilities	222	30
Right-of-use assets obtained in exchange for lease obligation	$ 0	$ 4,856

Leases (Details - Maturities of

Leases (Details - Maturities of lease liabilities) $ in Thousands	Jun. 30, 2024 USD ($)
Operating Lease [Member]
Operating lease liability to be paid, year one	$ 2,056
Operating lease liability to be paid, year two	1,693
Operating lease liability to be paid, year three	1,648
Operating lease liability to be paid, year four	1,698
Operating lease liability to be paid, year four	1,527
Operating lease liability to be paid, after year five	2,952
Operating lease liability, to be paid	11,574
less: imputed interest	(1,571)
Operating lease, liability	10,003
Operating lease liability, current	1,580
Operating lease liability, noncurrent	8,423
Finance Lease [Member]
Finance lease liability to be paid, year one	213
Finance lease liability to be paid, year two	117
Finance lease liability to be paid, year three	22
Finance lease liability to be paid, year four	19
Finance lease liability to be paid, year five	0
Finance lease liability to be paid, after year five	0
Finance lease liability, to be paid	371
less: imputed interest	(45)
Finance lease, liability	326
Finance lease liability, current	187
Finance lease liability, noncurrent	$ 139

Leases (Details Narrative)

Leases (Details Narrative)	Jun. 30, 2024	Jun. 30, 2023
Leases
Operating Lease, Weighted Average Discount Rate, Percent	4.60%	4.60%
Operating Lease, Weighted Average Remaining Lease Term	3 years 4 months 24 days	3 years 9 months 18 days

Significant Geographic, Custo_3

Significant Geographic, Customer and Supplier Information (Details - Long lived assets) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 46,658	$ 54,601
UNITED STATES
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	38,650	44,757
CANADA
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	7,564	9,169
Rest Of World [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 444	$ 675

Significant Geographic, Custo_4

Significant Geographic, Customer and Supplier Information (Details - Significant customers) - Revenue Benchmark [Member] - Customer Concentration Risk [Member]		12 Months Ended
		Jun. 30, 2024	Jun. 30, 2023
Top Five Customers [Member]
Revenue, Major Customer [Line Items]
Concentration risk percentage	[1]	54%	35%
Customer A [Member]
Revenue, Major Customer [Line Items]
Concentration risk percentage	[1]	25%
Customer B [Member]
Revenue, Major Customer [Line Items]
Concentration risk percentage	[1]	13%
Customer C [Member]
Revenue, Major Customer [Line Items]
Concentration risk percentage	[1]		10%
[1]Includes Customer A, Customer B, and Customer C in the fiscal year ended June 30, 2024 and Customer C in the fiscal year ended June 30, 2023.

Significant Geographic, Custo_5

Significant Geographic, Customer and Supplier Information (Details - Accounts receivable customers) - Accounts Receivable [Member] - Customer Concentration Risk [Member]	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Customer A [Member]
Revenue, Major Customer [Line Items]
Concentration risk, percentage	26%
Customer B [Member]
Revenue, Major Customer [Line Items]
Concentration risk, percentage	15%
Customer C [Member]
Revenue, Major Customer [Line Items]
Concentration risk, percentage		12%
Customer D [Member]
Revenue, Major Customer [Line Items]
Concentration risk, percentage		12%
Customer E [Member]
Revenue, Major Customer [Line Items]
Concentration risk, percentage		10%

Significant Geographic, Custo_6

Significant Geographic, Customer and Supplier Information (Details Narrative) - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Segment Reporting [Abstract]
Revenue from related parties	$ 0	$ 0