UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Form 8-K
_____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): October 27, 2016
Adesto Technologies Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-37582 | 16-1755067 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
3600 Peterson Way, Santa Clara, California 95054 |
(Address of Principal Executive Offices) (Zip Code) |
(408) 400-0578
(Registrant's telephone number, including area code)
1250 Borregas Avenue, Sunnyvale, CA 94089
(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 obligation of the registrant under any of the following provisions: | ||
[ ] | 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 October 27, 2016, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1. Press release dated October 27, 2016
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Adesto Technologies Corporation | ||
Date: October 27, 2016 | By: | /s/ RON SHELTON |
Ron Shelton | ||
Chief Financial Officer and Secretary | ||
EXHIBIT 99.1
Adesto Technologies Announces Third Quarter Financial Results
Revenue Increases 8.7% Sequentially and Gross Margin Improves 210 Basis Points
SANTA CLARA, Calif., Oct. 27, 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 third quarter ended September 30, 2016.
Third Quarter Highlights:
Commenting on the quarter, Narbeh Derhacobian, Adesto’s president and CEO, stated, “Third quarter revenue was at the high end of guidance as we began to see a strengthening in orders across our end markets and product families. The quarter also represented our fifth consecutive quarter of gross margin being above our target model of 45%. Our continued focus on securing higher dollar value design wins is showing evidence of success as we gain more traction for our products that are well-suited for low power, battery-operated consumer devices.
“Also during the quarter, we continued to advance our product development efforts with the introduction of EcoXiP, the ultimate memory solution for intelligent IoT devices. This product was developed in close collaboration with two industry leading semiconductor partners and represents a novel architecture that enables designers to increase memory access speed and system performance in low-cost, energy-efficient IoT applications. Additionally, following its introduction last quarter, our second CBRAM-based product, Moneta, was named a finalist for the Internet Product Innovation Award at Elektra 2016, which will be held in London, England in December. We are very pleased with the recognition Adesto is gaining across our product portfolio as customers and the industry acknowledge the value we offer.”
Mr. Derhacobian concluded, “Looking to the fourth quarter, we expect to maintain our positive momentum and believe we are on track to achieve our stated goal of growing revenue around 15% in the second half of the year over the first half. We believe our ramping design wins will continue to drive our future growth in 2017 with additional contribution expected from our new products, in particular our Standard Serial Flash products as well as our recently introduced EcoXiP.”
Third Quarter 2016 Results
Revenue in the quarter ended September 30, 2016 was $11.2 million, compared to $10.3 million in the second quarter of 2016 and $11.1 million in the third quarter of 2015.
GAAP gross margin in the third quarter of 2016 was 48.1%, compared to 46.0% in the second quarter of 2016 and 45.2% in the third quarter of 2015. The increase was due primarily to improved product mix.
GAAP net loss in the third quarter of 2016 was $4.1 million, or ($0.27) per share, compared to GAAP net loss of $4.3 million, or ($0.29) per share, in the second quarter of 2016 and GAAP net loss of $1.1 million, or ($1.90) per share, in the third quarter of 2015.
On a non-GAAP basis, net loss in the third quarter of 2016 was $2.9 million, or ($0.19) per share, compared to a net loss of $3.1 million, or ($0.21) per share, in the second quarter of 2016 and a net loss of $1.1 million, or ($0.12) per share, in the third quarter of 2015.
Adjusted EBITDA for the third quarter was a loss of $2.0 million, compared to a loss of $2.7 million in the second quarter of 2016 and a loss of $0.4 million 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 $21.4 million as of September 30, 2016, compared to $14.1 million as of June 30, 2016. At the beginning of the quarter, the Company closed on a $20 million senior secured debt facility which replaced the prior April 2015 facility.
Business Outlook
For the fourth quarter of 2016, the Company expects revenue to grow to a range between $12.0 million and $12.4 million. GAAP gross margin is expected to be between 46% and 48%. GAAP operating expenses are expected to range between $8.3 million and $8.6 million and non–GAAP operating expenses between $7.2 million and $7.5 million.
Conference Call Information
Adesto will host a conference call today at 2:00 p.m. Pacific Time to discuss its financial results. Investors and analysts may join the call by dialing 1-844-419-1786 and providing confirmation code 4137292. International callers may join the teleconference by dialing +1-216-562-0473 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 Thursday, November 3, 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 4137292.
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. It also contains projected non-GAAP operating expenses. 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 Technologies (NASDAQ:IOTS) is a leading provider of application-specific, ultra-low power non-volatile memory products. The company has designed and built a portfolio of innovative products with intelligent features to conserve energy and enhance performance including Fusion Serial Flash, DataFlash® and products based on Conductive Bridging RAM (CBRAM®) technology. CBRAM® is a breakthrough technology platform that enables 100 times less energy consumption than today's memory technologies without sacrificing speed and performance. Adesto is focused on delivering differentiated solutions and helping its customers usher in the era of the Internet of Things. 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; consumer demand conditions affecting our end markets; 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 August 9, 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 October 27, 2016 press release, or to reflect the occurrence of unanticipated events.
ADESTO TECHNOLOGIES CORPORATION | ||||||||||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||||||||||
(in thousands) | ||||||||||||||||
(unaudited) | ||||||||||||||||
September 30, | December 31, | |||||||||||||||
2016 | 2015 | |||||||||||||||
Assets | ||||||||||||||||
Current assets: | ||||||||||||||||
Cash and cash equivalents | $ | 21,377 | $ | 23,089 | ||||||||||||
Accounts receivable, net | 5,008 | 6,536 | ||||||||||||||
Inventories | 7,907 | 7,368 | ||||||||||||||
Prepaid expenses | 436 | 1,155 | ||||||||||||||
Other current assets | 1,216 | 1,186 | ||||||||||||||
Total current assets | 35,944 | 39,334 | ||||||||||||||
Property and equipment, net | 6,218 | 909 | ||||||||||||||
Intangible assets, net | 8,632 | 9,559 | ||||||||||||||
Other non-current assets | 218 | 114 | ||||||||||||||
Goodwill | 22 | 22 | ||||||||||||||
Total assets | $ | 51,034 | $ | 49,938 | ||||||||||||
Liabilities and Stockholders' Equity | ||||||||||||||||
Current liabilities: | ||||||||||||||||
Accounts payable | 7,804 | 9,680 | ||||||||||||||
Income taxes payable | 95 | 52 | ||||||||||||||
Accrued compensation and benefits | 1,341 | 893 | ||||||||||||||
Accrued expenses and other current liabilities | 1,718 | 1,413 | ||||||||||||||
Term loan | 6,456 | 5,606 | ||||||||||||||
Total current liabilities | 17,414 | 17,644 | ||||||||||||||
Line of credit | 2,000 | - | ||||||||||||||
Term loan | 11,395 | 7,814 | ||||||||||||||
Deferred rent, non-current | 2,924 | - | ||||||||||||||
Deferred tax liability, non-current | 2 | 1 | ||||||||||||||
Total liabilities | 33,735 | 25,459 | ||||||||||||||
Stockholders' equity | ||||||||||||||||
Common stock | 2 | 2 | ||||||||||||||
Additional paid-in capital | 109,913 | 107,167 | ||||||||||||||
Accumulated other comprehensive loss | (182 | ) | (146 | ) | ||||||||||||
Accumulated deficit | (92,434 | ) | (82,544 | ) | ||||||||||||
Total stockholders' equity | 17,299 | 24,479 | ||||||||||||||
Total liabilities and stockholders' equity | $ | 51,034 | $ | 49,938 | ||||||||||||
ADESTO TECHNOLOGIES CORPORATION | |||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||||||||||||
(in thousands, except for share and per share amounts) | |||||||||||||||||||||||||
(unaudited) | |||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||||||||||||
Revenue | $ | 11,180 | $ | 11,143 | $ | 31,638 | $ | 31,433 | |||||||||||||||||
Cost of revenue | 5,803 | 6,110 | 16,531 | 18,346 | |||||||||||||||||||||
Gross profit | 5,377 | 5,033 | 15,107 | 13,087 | |||||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||
Research and development | 4,390 | 3,217 | 12,527 | 9,313 | |||||||||||||||||||||
Sales and marketing | 2,870 | 2,126 | 8,315 | 6,189 | |||||||||||||||||||||
General and administrative | 1,586 | 919 | 4,984 | 2,589 | |||||||||||||||||||||
Gain from settlement with former foundry supplier | - | - | (1,962 | ) | - | ||||||||||||||||||||
Total operating expenses | 8,846 | 6,262 | 23,864 | 18,091 | |||||||||||||||||||||
Loss from operations | (3,469 | ) | (1,229 | ) | (8,757 | ) | (5,004 | ) | |||||||||||||||||
Other income (expense): | |||||||||||||||||||||||||
Interest expense, net | (576 | ) | (336 | ) | (1,058 | ) | (822 | ) | |||||||||||||||||
Other income (expense), net | (18 | ) | 494 | (29 | ) | 783 | |||||||||||||||||||
Total other income (expense), net | (594 | ) | 158 | (1,087 | ) | (39 | ) | ||||||||||||||||||
Loss before provision for income taxes | (4,063 | ) | (1,071 | ) | (9,844 | ) | (5,043 | ) | |||||||||||||||||
Provision for income taxes | 15 | 5 | 46 | 76 | |||||||||||||||||||||
Net loss | $ | (4,078 | ) | $ | (1,076 | ) | $ | (9,890 | ) | $ | (5,119 | ) | |||||||||||||
Net loss per share | |||||||||||||||||||||||||
Basic and diluted | $ | (0.27 | ) | $ | (1.90 | ) | $ | (0.66 | ) | $ | (9.11 | ) | |||||||||||||
Weighted average number of shares used in computing | |||||||||||||||||||||||||
net loss per share | |||||||||||||||||||||||||
Basic and diluted | 15,034,475 | 564,896 | 14,997,417 | 562,110 | |||||||||||||||||||||
ADESTO TECHNOLOGIES CORPORATION | ||||||||||||||||||||||||||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION | ||||||||||||||||||||||||||
(in thousands, except for share and per share amounts) | ||||||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
September 30, 2016 | September 30, 2015 | September 30, 2016 | September 30, 2015 | |||||||||||||||||||||||
GAAP gross profit | $ | 5,377 | $ | 5,033 | $ | 15,107 | $ | 13,087 | ||||||||||||||||||
Stock-based compensation expense | 22 | 3 | 60 | 6 | ||||||||||||||||||||||
Amortization of acquisition-related intangible assets | - | - | - | - | ||||||||||||||||||||||
Non-GAAP gross profit | $ | 5,399 | $ | 5,036 | $ | 15,167 | $ | 13,093 | ||||||||||||||||||
GAAP research and development expenses | $ | 4,390 | $ | 3,217 | $ | 12,527 | $ | 9,313 | ||||||||||||||||||
Stock-based compensation expense | (273 | ) | (26 | ) | (787 | ) | (67 | ) | ||||||||||||||||||
Amortization of acquisition-related intangible assets | (121 | ) | (121 | ) | (363 | ) | (363 | ) | ||||||||||||||||||
Non-GAAP research and development expenses | $ | 3,996 | $ | 3,070 | $ | 11,377 | $ | 8,883 | ||||||||||||||||||
GAAP sales and marketing expenses | $ | 2,870 | $ | 2,126 | $ | 8,315 | $ | 6,189 | ||||||||||||||||||
Stock-based compensation expense | (186 | ) | (16 | ) | (530 | ) | (37 | ) | ||||||||||||||||||
Amortization of acquisition-related intangible assets | (188 | ) | (188 | ) | (564 | ) | (564 | ) | ||||||||||||||||||
Non-GAAP sales and marketing expenses | $ | 2,496 | $ | 1,922 | $ | 7,221 | $ | 5,588 | ||||||||||||||||||
GAAP general and administrative expenses | $ | 1,586 | $ | 919 | $ | 4,984 | $ | 2,589 | ||||||||||||||||||
Stock-based compensation expense | (398 | ) | (40 | ) | (1,131 | ) | (87 | ) | ||||||||||||||||||
Amortization of acquisition-related intangible assets | - | - | - | - | ||||||||||||||||||||||
Non-GAAP general and administrative expenses | $ | 1,188 | $ | 879 | $ | 3,853 | $ | 2,502 | ||||||||||||||||||
GAAP operating expenses | $ | 8,846 | $ | 6,262 | $ | 23,864 | $ | 18,091 | ||||||||||||||||||
Stock-based compensation expense | (857 | ) | (82 | ) | (2,448 | ) | (191 | ) | ||||||||||||||||||
Amortization of acquisition-related intangible assets | (309 | ) | (309 | ) | (927 | ) | (927 | ) | ||||||||||||||||||
Gain from settlement with former foundry supplier | - | - | 1,962 | - | ||||||||||||||||||||||
Non-GAAP operating expenses | $ | 7,680 | $ | 5,871 | $ | 22,451 | $ | 16,973 | ||||||||||||||||||
GAAP loss from operations | $ | (3,469 | ) | $ | (1,229 | ) | $ | (8,757 | ) | $ | (5,004 | ) | ||||||||||||||
Stock-based compensation expense | 879 | 85 | 2,508 | 197 | ||||||||||||||||||||||
Amortization of acquisition-related intangible assets | 309 | 309 | 927 | 927 | ||||||||||||||||||||||
Gain from settlement with former foundry supplier | - | - | (1,962 | ) | - | |||||||||||||||||||||
Non-GAAP loss from operations | $ | (2,281 | ) | $ | (835 | ) | $ | (7,284 | ) | $ | (3,880 | ) | ||||||||||||||
Reconciliation from GAAP net loss to adjusted EBITDA: | ||||||||||||||||||||||||||
GAAP net loss: | $ | (4,078 | ) | $ | (1,076 | ) | $ | (9,890 | ) | $ | (5,119 | ) | ||||||||||||||
Stock-based compensation expense | 879 | 85 | 2,508 | 197 | ||||||||||||||||||||||
Revaluation of preferred stock warrants | - | (441 | ) | - | (522 | ) | ||||||||||||||||||||
Gain from settlement with former foundry supplier | - | - | (1,962 | ) | - | |||||||||||||||||||||
Amortization of acquisition-related intangible assets | 309 | 309 | 927 | 927 | ||||||||||||||||||||||
Non-GAAP net loss | (2,890 | ) | (1,123 | ) | (8,417 | ) | (4,517 | ) | ||||||||||||||||||
Interest expense | 585 | 336 | 1,094 | 822 | ||||||||||||||||||||||
Provision for income taxes | 15 | 5 | 46 | 76 | ||||||||||||||||||||||
Depreciation and amortization | 255 | 346 | 684 | 1,173 | ||||||||||||||||||||||
Adjusted EBITDA | $ | (2,035 | ) | $ | (436 | ) | $ | (6,593 | ) | $ | (2,446 | ) | ||||||||||||||
Non-GAAP basic and diluted net loss per share | ($ | 0.19 | ) | ($ | 0.12 | ) | ($ | 0.56 | ) | ($ | 0.47 | ) | ||||||||||||||
Reconciliation of shares used in computing non-GAAP | ||||||||||||||||||||||||||
net loss per share: | ||||||||||||||||||||||||||
Basic and diluted shares: | ||||||||||||||||||||||||||
Weighted-average shares used in calculating | ||||||||||||||||||||||||||
GAAP basic and diluted net loss per share | 15,034,475 | 564,896 | 14,997,417 | 562,110 | ||||||||||||||||||||||
Incremental shares upon conversion of convertible preferred | ||||||||||||||||||||||||||
stock in connection with IPO | - | 9,114,739 | 0 | 9,114,739 | ||||||||||||||||||||||
Weighted-average shares used in calculating non-GAAP | ||||||||||||||||||||||||||
basic and diluted net loss per share | 15,034,475 | 9,679,635 | 14,997,417 | 9,676,849 | ||||||||||||||||||||||
Company Contact:
David Viera
Director, Corporate Communications
P: 408-419-4844
E: david.viera@adestotech.com
Adesto Technologies Investor Relations:
Shelton Group
Leanne K. Sievers, Executive Vice President
P: 949-224-3874
E: sheltonir@sheltongroup.com