UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
February 11, 2016
Date of Report (Date of earliest event reported)
ADESTO TECHNOLOGIES CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware | 001-37582 | 16-1755067 | ||
(State or other jurisdiction of incorporation) |
(Commission file number) |
(I.R.S. Employer Identification No.) |
1250 Borregas Avenue, Sunnyvale 94089
(Address of principal executive offices) (Zip Code)
(408) 400-0578
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2 below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 | Results of Operations and Financial Condition. |
On February 11, 2016, Adesto Technologies Corporation (the Company) issued a press release announcing its results for the fourth quarter and full year ended December 31, 2015. The press release is attached to this current report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information in this current report on Form 8-K and the exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in this Current Report shall not be incorporated by reference in any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, except as expressly set forth by specific reference in such a filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number |
Exhibit Title | |
99.1 | Press Release, dated February 11, 2016, entitled Adesto Technologies Announces Fourth Quarter and Full Year 2015 Financial Results |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ADESTO TECHNOLOGIES CORPORATION | ||||||
Date: February 11, 2016 |
By: | /s/ Ron Shelton | ||||
Name: | Ron Shelton | |||||
Title: | Chief Financial Officer and Secretary |
EXHIBIT INDEX
Exhibit Number |
Exhibit Title | |
99.1 | Press Release, dated February 11, 2016, entitled Adesto Technologies Announces Fourth Quarter and Full Year 2015 Financial Results |
EXHIBIT 99.1
Adesto Technologies Announces Fourth Quarter and Full Year 2015 Financial Results
Fourth Quarter Revenue Increases 14.1% Year-over-Year; Gross Margin Remains Above 45%
SUNNYVALE, Calif., Feb. 11, 2016 (GLOBE NEWSWIRE) -- Adesto Technologies Corporation (NASDAQ:IOTS), a leading provider of application-specific, feature-rich, ultra-low power non-volatile memory products, today announced financial results for the fourth quarter and full year ended December 31, 2015.
Fourth Quarter and Recent Highlights:
Full Year 2015 Highlights:
“We ended the year strong with fourth quarter revenue growing 14.1% over the prior year period and gross margin above 45%,” said Narbeh Derhacobian, Adesto’s president and CEO. “Revenue growth was driven by an increasing number of design wins ramping into production across our industrial, consumer and communications markets. We also more than doubled design wins year-over-year to 135 in 2015, creating a strong foundation for continued growth in 2016 and beyond.
“Key to our revenue and design win success are the differentiated features of our non-volatile memory solutions, including ultra-low power, high speed, reduced energy consumption and integrated intelligence. We believe these features are also particularly critical for the next-generation memory requirements of IoT and wearable applications.
“Also throughout the year, we made significant progress on our product roadmap in order to increase our addressable market opportunities. This includes the expansion of product densities, integration of enhanced feature sets and smaller form factors for targeted applications, combined with further traction for our CBRAM devices, the first commercially available resistive RAM technology.
“In summary, I believe our strong design win momentum, expanding product offerings and increasing market penetration have positioned us well for continued growth in the coming year.”
Fourth Quarter 2015 Results
Revenue in the quarter ended December 31, 2015 was $11.8 million, an increase of 14.1% from $10.4 million in the fourth quarter of 2014 and an increase of 6.1% from $11.1 million in the third quarter of 2015.
Gross margin in the fourth quarter of 2015 was 45.6%, compared to 40.5% in the fourth quarter of 2014 and 45.2% in the third quarter of 2015. The year-over-year increase in gross margin was due primarily to favorable product mix and the benefits from product cost improvements.
GAAP net loss in the fourth quarter of 2015 was $3.3 million, or $0.32 per share, compared to GAAP net loss of $1.4 million, or $2.50 per share, in the prior year quarter and GAAP net loss of $1.1 million, or $1.90 per share, in the prior quarter.
Adjusted EBITDA for the fourth quarter was a loss of $494,000, compared to a loss of $442,000 in the fourth quarter of 2014 and a loss of $436,000 in the third quarter of 2015.
On a non-GAAP basis, net loss in the fourth quarter of 2015 was $0.9 million, or $0.07 per share, compared to a net loss of $1.2 million, or $0.12 per share, in the fourth quarter of 2014 and a net loss of $1.1 million, or $0.12 per share, in the third quarter of 2015.
A reconciliation of our GAAP results to non-GAAP results is provided in the financial statement tables following the text of this press release.
Cash and cash equivalents totaled $23.1 million as of December 31, 2015, compared to $6.0 million as of December 31, 2014.
Business Outlook
For the first quarter of 2016, the Company expects revenue to range between $11.8 million and $12.0 million. Gross margin is expected to be between 43% and 45%, and operating expenses are expected to range between $8.0 million and $8.3 million. For the full year, the Company expects revenue growth in excess of 30% based on its current design win pipeline and customer activity.
Conference Call Information
Adesto will host a conference call today at 7:00 a.m. Pacific Time to discuss its financial results. Investors and analysts may join the call by dialing 1-855-715-1006 and providing confirmation code 21651640. International callers may join the teleconference by dialing +1-440-996-5684 using the same confirmation code. The call will also be available as a live and archived webcast in the Investor Relations section of the Company’s website at http://www.adestotech.com.
A telephone replay of the conference call will be available approximately two hours after the conference call until Monday, February 15, 2016 at midnight Pacific Time. The replay dial-in number is 1-855-859-2056. International callers should dial +1-404-537-3406. The pass code is 21651640.
Non-GAAP Financial Information
To supplement our financial results presented in accordance with Generally Accepted Accounting Principles (GAAP), this press release and the accompanying tables and the related earnings conference call contain certain non-GAAP financial measures, including adjusted EBITDA, non-GAAP net loss, non-GAAP net loss per share and non-GAAP weighted average shares outstanding. We believe these non-GAAP financial measures are useful in evaluating our past financial performance and future results. Our non-GAAP financial measures should not be considered in isolation or as a substitute for comparable GAAP measures and should be read in conjunction with our consolidated financial statements prepared in accordance with GAAP. Our management regularly uses our supplemental non-GAAP financial measures internally to help us evaluate growth trends, establish budgets, measure the effectiveness of our business strategies and assess operational efficiencies. These non-GAAP financial measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similar measures presented by other companies. Our non-GAAP financial measures include adjustments based on the following items:
Our non-GAAP Financial Measures are described as follows:
For reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures, please see the section of the accompanying tables titled, “Reconciliation of GAAP to Non-GAAP Financial Information.”
About Adesto Technologies
Adesto is a leading provider of application-specific, feature-rich, ultra-low power non-volatile memory products. The company has designed and built a portfolio of innovative products, including Fusion Serial Flash, DataFlash® and Conductive Bridging RAM (CBRAM®). CBRAM® is a breakthrough technology platform that enables 100 times less energy consumption than today’s memory technologies without sacrificing speed and performance. Founded in 2007 in Sunnyvale, CA, Adesto holds more than 100 patents with dozens more in process and is working with visionary companies across various industries to deploy its technology to the market. For more information, please visit http://www.adestotech.com.
Forward looking Statements
The quotes of our Chief Executive Officer in this release regarding our prospects for growth, as well as all statements under “Business Outlook” are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause our actual results to differ materially, including, but not limited to: our ability to predict the timing of design wins entering production and the potential future revenue associated with our design wins market adoption of our CBRAM-based products; our limited operating history; our rate of growth; our ability to predict customer demand for our existing and future products and to secure adequate manufacturing capacity; our ability to manage our growth; our ability to hire, retain and motivate employees; the effects of competition, including price competition; technological, regulatory and legal developments; and developments in the economy and financial markets.
For a detailed discussion of these and other risk factors, please refer to our filings with the Securities and Exchange Commission, including the final prospectus related to our initial public offering, which are available on our investor relations Web site (ir.adestotech.com) and on the SEC’s Web site (www.sec.gov).
All information provided in this release and in the attachments is as of February 11, 2016, and stockholders of Adesto are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. Adesto does not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after this February 11, 2016 press release, or to reflect the occurrence of unanticipated events.
ADESTO TECHNOLOGIES CORPORATION | ||||||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||||||
(in thousands) | ||||||||||||
(unaudited) | ||||||||||||
December 31, | December 31, | |||||||||||
2015 | 2014 | |||||||||||
Assets | ||||||||||||
Current assets: | ||||||||||||
Cash and cash equivalents | $ | 23,089 | $ | 5,972 | ||||||||
Accounts receivable, net | 6,536 | 1,994 | ||||||||||
Inventories | 7,368 | 7,453 | ||||||||||
Prepaid expenses | 1,155 | 239 | ||||||||||
Deferred tax asset, current | - | 291 | ||||||||||
Other current assets | 1,186 | 1,095 | ||||||||||
Total current assets | 39,334 | 17,044 | ||||||||||
Property and equipment, net | 909 | 1,725 | ||||||||||
Deferred tax assets, non-current | - | 1,861 | ||||||||||
Intangible assets, net | 9,559 | 10,795 | ||||||||||
Other non-current assets | 114 | - | ||||||||||
Goodwill | 22 | 22 | ||||||||||
Total assets | $ | 49,938 | $ | 31,447 | ||||||||
Liabilities, Convertible Preferred Stock and Stockholders' Equity (Deficit) | ||||||||||||
Current liabilities: | ||||||||||||
Revolving line of credit | $ | - | $ | 4,273 | ||||||||
Accounts payable | 9,680 | 7,814 | ||||||||||
Income taxes payable | 52 | 134 | ||||||||||
Accrued compensation and benefits | 893 | 877 | ||||||||||
Accrued expenses and other current liabilities | 1,413 | 1,334 | ||||||||||
Deferred tax liability, current | - | 726 | ||||||||||
Term loan | 5,606 | 6,476 | ||||||||||
Total current liabilities | 17,644 | 21,634 | ||||||||||
Preferred stock warrant liability | - | 122 | ||||||||||
Term loan | 7,814 | - | ||||||||||
Deferred tax liability, non-current | 1 | 1,453 | ||||||||||
Other liabilities, non-current | - | 23 | ||||||||||
Total liabilities | 25,459 | 23,232 | ||||||||||
Convertible preferred stock | - | 78,467 | ||||||||||
Stockholders' equity (deficit) | ||||||||||||
Common stock | 2 | - | ||||||||||
Additional paid-in capital | 107,167 | 3,912 | ||||||||||
Accumulated other comprehensive income | (146 | ) | (3 | ) | ||||||||
Accumulated deficit | (82,544 | ) | (74,161 | ) | ||||||||
Total stockholders' equity (deficit) | 24,479 | (70,252 | ) | |||||||||
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | $ | 49,938 | $ | 31,447 |
ADESTO TECHNOLOGIES CORPORATION | |||||||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||||||||||||||||
(in thousands, except for share and per share amounts) | |||||||||||||||||||||||||||||
(unaudited) | |||||||||||||||||||||||||||||
Three Months Ended | Year Ended December 31, | ||||||||||||||||||||||||||||
December 31, 2015 | December 31, 2014 | September 30, 2015 | 2015 | 2014 | |||||||||||||||||||||||||
Revenue | $ | 11,826 | $ | 10,369 | $ | 11,143 | $ | 43,259 | $ | 41,465 | |||||||||||||||||||
Cost of revenue | 6,429 | 6,165 | 6,110 | 24,775 | 25,532 | ||||||||||||||||||||||||
Gross profit | 5,397 | 4,204 | 5,033 | 18,484 | 15,933 | ||||||||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||||||
Research and development | 3,482 | 3,035 | 3,217 | 12,795 | 14,410 | ||||||||||||||||||||||||
Sales and marketing | 2,156 | 1,843 | 2,126 | 8,345 | 7,211 | ||||||||||||||||||||||||
General and administrative | 1,389 | 547 | 919 | 3,978 | 2,356 | ||||||||||||||||||||||||
Total operating expenses | 7,027 | 5,425 | 6,262 | 25,118 | 23,977 | ||||||||||||||||||||||||
Loss from operations | (1,630 | ) | (1,221 | ) | (1,229 | ) | (6,634 | ) | (8,044 | ) | |||||||||||||||||||
Other income (expense): | |||||||||||||||||||||||||||||
Interest expense, net | (293 | ) | (253 | ) | (336 | ) | (1,115 | ) | (864 | ) | |||||||||||||||||||
Other income (expense), net | (1,478 | ) | 109 | 494 | (695 | ) | 114 | ||||||||||||||||||||||
Total other income (expense), net | (1,771 | ) | (144 | ) | 158 | (1,810 | ) | (750 | ) | ||||||||||||||||||||
Loss before provision for (benefit from) income taxes | (3,401 | ) | (1,365 | ) | (1,071 | ) | (8,444 | ) | (8,794 | ) | |||||||||||||||||||
Provision for (benefit from) income taxes | (137 | ) | 15 | 5 | (61 | ) | 140 | ||||||||||||||||||||||
Net loss attributable to common stockholders | $ | (3,264 | ) | $ | (1,380 | ) | $ | (1,076 | ) | $ | (8,383 | ) | $ | (8,934 | ) | ||||||||||||||
Net loss per share attributable to common stockholders | |||||||||||||||||||||||||||||
Basic and diluted | $ | (0.32 | ) | $ | (2.50 | ) | $ | (1.90 | ) | $ | (2.79 | ) | $ | (16.48 | ) | ||||||||||||||
Weighted average number of shares used in computing net loss per share attributable to common stockholders | |||||||||||||||||||||||||||||
Basic and diluted | 10,265,617 | 551,031 | 564,896 | 3,007,929 | 542,248 |
ADESTO TECHNOLOGIES CORPORATION | |||||||||||||||||||||||||||||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION | |||||||||||||||||||||||||||||
(in thousands, except for share and per share amounts) | |||||||||||||||||||||||||||||
(unaudited) | |||||||||||||||||||||||||||||
Three Months Ended | Year Ended December 31, | ||||||||||||||||||||||||||||
December 31, 2015 | December 31, 2014 | September 30, 2015 | 2015 | 2014 | |||||||||||||||||||||||||
Reconciliation from GAAP net loss to adjusted EBITDA: | |||||||||||||||||||||||||||||
GAAP net loss: | $ | (3,264 | ) | $ | (1,380 | ) | $ | (1,076 | ) | $ | (8,383 | ) | $ | (8,934 | ) | ||||||||||||||
Stock-based compensation expense | 590 | 42 | 85 | 787 | 246 | ||||||||||||||||||||||||
Revaluation of preferred stock warrants | 1,428 | (168 | ) | (441 | ) | 906 | (206 | ) | |||||||||||||||||||||
Amortization of acquisition-related intangible assets | 309 | 309 | 309 | 1,236 | 1,236 | ||||||||||||||||||||||||
Non-GAAP net loss | (937 | ) | (1,197 | ) | (1,123 | ) | (5,454 | ) | (7,658 | ) | |||||||||||||||||||
Interest expense | 300 | 253 | 336 | 1,122 | 864 | ||||||||||||||||||||||||
Provision for (benefit from) income taxes | (137 | ) | 15 | 5 | (61 | ) | 140 | ||||||||||||||||||||||
Depreciation and amortization | 280 | 487 | 346 | 1,453 | 1,852 | ||||||||||||||||||||||||
Adjusted EBITDA | $ | (494 | ) | $ | (442 | ) | $ | (436 | ) | $ | (2,940 | ) | $ | (4,802 | ) | ||||||||||||||
Non-GAAP diluted net loss per share | $ | (0.07 | ) | $ | (0.12 | ) | $ | (0.12 | ) | $ | (0.52 | ) | $ | (0.79 | ) | ||||||||||||||
Reconciliation of shares used in computing non-GAAP net loss per share: | |||||||||||||||||||||||||||||
Diluted shares: | |||||||||||||||||||||||||||||
Weighted-average shares used in calculating | |||||||||||||||||||||||||||||
GAAP diluted net loss per share | 10,265,617 | 551,031 | 564,896 | 3,007,929 | 542,248 | ||||||||||||||||||||||||
Incremental shares upon conversion of convertible preferred stock in connection with IPO | 2,972,198 | 9,114,739 | 9,114,739 | 7,566,482 | 9,114,739 | ||||||||||||||||||||||||
Weighted-average shares used in calculating non-GAAP diluted net loss per share | 13,237,815 | 9,665,770 | 9,679,635 | 10,574,411 | 9,656,987 | ||||||||||||||||||||||||
Company Contact:
David Viera
Director, Corporate Communications
P: 408-419-4844
E: david.viera@adestotech.com
Adesto Technologies Investor Relations:
Shelton Group
Matt Kreps, Managing Director
P: 214-272-0073
Leanne K. Sievers, Executive Vice President
P: 949-836-4276
E: sheltonir@sheltongroup.com