8-K

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)

May 11, 2015

ECHELON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-29748	77-0203595
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

550 Meridian Avenue

San Jose, California 95126

(Address of principal executive offices, including zip code)

(408) 938-5200

(Registrant’s telephone number, including area code)

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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

The following information is furnished (not filed) as Exhibit 99.1 hereto. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On May 11, 2015, Echelon Corporation issued a press release reporting on its results of operations for the quarter ended March 31, 2015. The full text of this press release is furnished in this report as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated May 11, 2015, of Echelon Corporation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ECHELON CORPORATION
	By:	/s/ C. Michael Marszewski
		C. Michael Marszewski Vice President and Chief Financial Officer
Date: May 11, 2015

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated May 11, 2015, of Echelon Corporation.

EX-99.1

Exhibit 99.1

550 Meridian Avenue

San Jose, CA 95126

Phone: +1-408-938-5200

Fax: +1-408-790-3800

info@echelon.com www.echelon.com

News Release

Echelon Reports First Quarter 2015 Results

SAN JOSE, Calif., May 11, 2015 - Echelon Corporation (NASDAQ: ELON) today announced financial results for the first quarter ended March 31, 2015.

• Q1 Revenues: $9.9 million

• Q1 GAAP Net Loss: $1.4 million; GAAP Net Loss per Share: $0.03

• Q1 Non-GAAP Net Loss: $1.3 million; Non-GAAP Net Loss per Share: $0.03

Revenues, which consist of IIoT revenues only, were $9.9 million in the first quarter, up from $9.6 million in the previous quarter, and down from $10.9 million a year ago, including $788,000 of sales to Enel in the quarter compared with $1.5 million in the same period last year.

GAAP gross margin in the first quarter was 57.0% compared with 58.5% in the first quarter of 2014. Lower gross margins were driven by product mix. Total operating expenses for the quarter decreased to $7.6 million from $8.7 million in the same period last year and from $7.8 million in the previous quarter.

GAAP net loss for the first quarter was $1.4 million, or $0.03 per share, compared with a net loss of $4.0 million, or $0.09 per share, including discontinued operations in the same period last year, and down from a net loss of $2.6 million, or $0.06 in the previous quarter. Non-GAAP net loss for the first quarter was $1.3 million, or $0.03 per share, compared with a non-GAAP net loss of $1.9 million, or $0.04 per share for the first quarter of 2014, and $2.2 million, or $0.05 in the previous quarter.

“We entered 2015 with a refreshed portfolio of embedded building automation products and an expanded array of lighting control solutions,” said Ron Sege, Chairman and CEO of Echelon. “We are especially encouraged by the interest in our Lumewave lighting controls driven by new product introductions, market growth and increasing sales coverage. While we are still in transition, we have also made significant strides in the last year to improve our financial model while positioning Echelon to capture emerging IIoT opportunities.”

Business Outlook

Echelon’s guidance for the second quarter of 2015 are as follows:

• Total revenues are expected to be $8.5 million to $9.5 million.

• Non-GAAP gross margin is expected to be in a range of 54% to 56% of revenue.

• Operating expenses are expected to be in a range of $7.0 to $7.5 million.

• Non-GAAP loss per share is expected to be between $0.05 to $0.08, based on 44.1 million fully diluted weighted average shares outstanding.

• GAAP loss per share is expected to be between $0.07 to $0.10.

For those interested in further discussion regarding this release, Echelon's management will participate in a conference call today at 4:30 p.m. Eastern Time. To access the call, dial (888) 771-4371 or (847) 585-4405 outside the U.S and provide the confirmation number 39490653. An archived replay of the webcast will be available approximately two hours following the end of the call.

Use of Non-GAAP Financial Information

Echelon continues to provide all information required in accordance with GAAP, but believes that an investor’s evaluation of our ongoing operating results may not be as useful if an investor is limited to reviewing only GAAP financial measures. Accordingly, we provide non-GAAP net income and non-GAAP net income per share data as additional information relating to Echelon’s operating results. Echelon presents these non-GAAP financial measures to provide investors with an additional tool

for evaluating Echelon’s operating results in a manner that focuses on what Echelon believes to be its ongoing business operations. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net income or net income per share prepared in accordance with GAAP.

Echelon’s management uses certain non-GAAP financial information, namely operating results from continuing operations excluding restructuring charges, litigation charges, impairment charges, the impact of stock-based compensation charges made in accordance with ASC 718 (formerly SFAS 123R), as well as certain other non-routine charges, to evaluate its ongoing operations and for internal planning and forecasting purposes. Accordingly, we believe it is useful for Echelon’s investors to review, as applicable, information that both includes and excludes these charges (and the related tax impact) in order to assess the performance of Echelon’s business and for planning and forecasting in future periods. Whenever Echelon reports such non-GAAP financial measures, a complete reconciliation of the non-GAAP financial measure to the most closely applicable GAAP financial measure is provided. Investors are encouraged to review these reconciliations to ensure they have a thorough understanding of the reported non-GAAP financial measures and their most directly comparable GAAP financial measures.

About Echelon Corporation

Echelon Corporation (NASDAQ: ELON) is a leading independent control networking company for the Industrial Internet of Things. Echelon delivers multi-protocol and multi-media elements necessary to design, install, monitor and control industrial-strength 'communities of devices' within the lighting, building automation and Internet of Things markets worldwide. The company develops and sells complete systems and subsystems for target applications, plus system-on-chips (SoCs), embedded software, and commissioning and management tools for OEMs. With more than 100 million Echelon-powered devices installed worldwide, the company helps its customers easily and safely migrate existing control systems to the most modern platforms, while bringing new devices and applications into an ever-growing global Industrial Internet. Echelon helps its customers reduce operational costs, enhance satisfaction and safety, grow revenues and perform better in both established and emerging markets. More information about Echelon can be found at http://www.echelon.com and at the company's blog at http://blog.echelon.com/.

###

Echelon, the Echelon logo, and IzoT are trademarks of Echelon Corporation registered in the United States and other countries. Other product or service names mentioned herein are the trademarks of their respective owners.

Risk Factors Regarding Forward-Looking Statements

This press release contains “forward-looking” statements within the meaning of Section 21A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and is subject to the safe harbor created thereby. Echelon advises caution in reliance on forward-looking statements. Forward looking statements include, without limitation, the company’s opportunities for future growth, the company’s ability to improve its financial model and accelerate its transition to the IIoT, and the Company’s guidance for the second quarter of 2015. Actual results could differ materially from those projected in forward-looking statements as a result of a number of risks and uncertainties. Such risks and uncertainties, include, but are not limited to, risks associated with the continued development and growth of markets for Echelon's products; the risk that we will not realize our expectations with respect to the successful integration and growth of the products we acquired from Lumewave; failure to achieve revenue estimates or maintain expense controls; circumstances that may delay the time frame for achieving our business outlook; the timely development of Echelon's products and services and the ability of those products and services to perform as designed and meet customer expectations; the risk that Echelon does not meet expected or required shipment, delivery or acceptance schedules for its products and that Echelon may incur penalties or additional expenses or delay revenue recognition as a result; and other risks identified in Echelon's SEC filings. The discussion of risk factors are detailed in the Company’s filings with the Securities and Exchange Commission, including reports on its most recently filed Form 10-K and Form 10-Q. The financial information presented in this release reflects estimates based on information that is available to us at this time. Actual results, events and performance may differ materially. Echelon undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

The condensed consolidated financial statements that follow should be read in conjunction with the notes set forth in Echelon's Quarterly Report on Form 10-Q when filed with the Securities and Exchange Commission.

Investor Relations Contacts:

Annie Leschin

StreetSmart Investor Relations

+1 (415) 775-1788

annie@streetsmartir.com

ECHELON CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	March 31, 2015		December 31, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	9,357	$	13,340
Restricted investments	1,401		1,401
Short-term investments	28,837		28,829
Accounts receivable, net	4,047		3,948
Inventories	3,156		3,243
Deferred cost of goods sold	957		935
Other current assets	1,297		1,084
Current assets of discontinued operations held for sale	596		597
Total current assets	49,648		53,377
Property and equipment, net	9,759		10,190
Other long-term assets	7,679		8,043
Long-term assets of discontinued operations held for sale	34		36
	$	67,120	$	71,646
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	2,143	$	3,614
Accrued liabilities	2,910		2,844
Current portion of lease financing obligations	2,514		2,459
Deferred revenues	3,265		3,126
Current liabilities of discontinued operations held for sale	1,024		1,024
Total current liabilities	11,856		13,067
Long-term liabilities	14,575		15,402
Total stockholders’ equity	40,689		43,177
	$	67,120	$	71,646

ECHELON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended
	March 31,
	2015			2014
Revenues	$	9,868		$	10,924
Cost of revenues (1)	4,244			4,538
Gross profit	5,624			6,386
Operating expenses:
Product development (1)	2,612			2,749
Sales and marketing (1)	2,188			2,175
General and administrative (1)	2,821			3,770
Total operating expenses	7,621			8,694
Loss from continuing operations	(1,997		)	(2,308		)
Interest and other income (expense), net	838			11
Interest expense on lease financing obligations	(252		)	(288		)
Loss from continuing operations before provision for income taxes	(1,411		)	(2,585		)
Income tax (benefit)/ expense	13			(25		)
Net loss from continuing operations attributable to Echelon Corporation Stockholders	(1,424		)	(2,560		)
Net loss from discontinued operations, net of income taxes	—			(1,530		)
Net loss from discontinued operations attributable to non-controlling interest, net of income taxes	—			117
Net loss from discontinued operations attributable to Echelon Corporation Stockholders, net of income taxes	—			(1,413		)
Net loss attributable to Echelon Corporation Stockholders	$	(1,424	)	$	(3,973	)
Basic and diluted net loss per share from continuing operations attributable to Echelon Corporation Stockholders	$	(0.03	)	$	(0.06	)
Basic and diluted net loss per share from discontinued operations attributable to Echelon Corporation Stockholders	$	—		$	(0.03	)
Basic and diluted net loss per share attributable to Echelon Corporation Stockholders	$	(0.03	)	$	(0.09	)
Shares used in computing net loss per share:
Basic	43,950			43,264
Diluted	43,950			43,264
(1)  Amounts include stock-based compensation costs as follows:
Cost of revenues	$	(41	)	$	91
Product development	99			217
Sales and marketing	(83		)	61
General and administrative	182			316
Discontinued operations	—			198
Total stock-based compensation expenses	$	157		$	883

ECHELON CORPORATION

RECONCILIATION OF NON-GAAP TO GAAP RESULTS

Excluding adjustments itemized below

(In thousands, except per share amounts)

(Unaudited)

An itemized reconciliation between net earnings on a GAAP basis and non-GAAP basis is as follows:

	Three Months Ended
	March 31,
	2015			2014
GAAP net loss	$	(1,424	)	$	(3,973	)
Stock-based compensation	157			684
Loss from discontinued operations	—			1,413
Total non-GAAP adjustments to earnings from operations	157			2,097
Income tax effect of reconciling items	—			—
Non-GAAP net loss	$	(1,267	)	$	(1,876	)
Non-GAAP net loss per share:
Diluted	$	(0.03	)	$	(0.04	)
Shares used in computing net loss per share:
Diluted	43,950			43,264

ECHELON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended
	March 31,
	2015			2014
Cash flows provided by (used in) operating activities:
Net loss including noncontrolling interest	$	(1,424	)	$	(4,090	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	601			923
Increase in allowance for doubtful accounts	37			33
Loss on disposal of fixed assets	—			3
Reduction of (increase in) accrued investment income	(8		)	5
Stock-based compensation	157			883
Adjustment to contingent consideration	(101		)	—
Change in operating assets and liabilities:
Accounts receivable	(136		)	609
Inventories	87			824
Deferred cost of goods sold	(22		)	33
Other current assets	(231		)	22
Accounts payable	(1,459		)	605
Accrued liabilities	14			(1,912		)
Deferred revenues	141			647
Deferred rent	(9		)	(9		)
Net cash used in operating activities	(2,353		)	(1,424		)
Cash flows provided by (used in) investing activities:
Purchases of available‑for‑sale short‑term investments	(3,991		)	(8,993		)
Proceeds from maturities and sales of available‑for‑sale short‑term investments	4,000			13,983
Change in other long‑term assets	16			3
Capital expenditures	(113		)	(302		)
Net cash provided by (used in) investing activities	(88		)	4,691
Cash flows provided by (used in) financing activities:
Principal payments of lease financing obligations	(587		)	(541		)
Proceeds from exercise of stock options	—			17
Repurchase of common stock from employees for payment of taxes on vesting of restricted stock units and upon exercise of stock options	(104		)	(7		)
Net cash used in financing activities	(691		)	(531		)
Effect of exchange rates on cash:	(851		)	(73		)
Net change in cash and cash equivalents	(3,983		)	2,663
Cash and cash equivalents:
Beginning of period	13,340			14,648
End of period	$	9,357		$	17,311