Delaware | 000-29748 | 77-0203595 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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 |
Item 9.01. | Financial Statements and Exhibits |
Exhibit Number | Description | |
99.1 | Press Release dated November 8, 2016, of Echelon Corporation. |
ECHELON CORPORATION | ||||||
By: | /s/ C. Michael Marszewski | |||||
C. Michael Marszewski Vice President and Chief Financial Officer | ||||||
Date: November 8, 2016 |
Exhibit Number | Description | |
99.1 | Press Release dated November 8, 2016, of Echelon Corporation. |
2901 Patrick Henry Drive Santa Clara, CA 95054 Phone: +1-408-938-5200 Fax: +1-408-790-3800 info@echelon.com www.echelon.com |
• | Revenues: $8.2 million |
• | Operating expenses $5.7 million |
• | GAAP Net Loss: $1.3 million; GAAP Net Loss per Share: $0.29 |
• | Non-GAAP Net Loss: $1.1 million; Non-GAAP Net Loss per Share: $0.25 |
• | Cash & investments of $23.7 million |
• | In an interesting safety application, a large Washington State municipality is using a Lumewave by Echelon® connected lighting control system to centrally program school zone safety flashers based on the changing requirements of school schedules. This system replaces expensive and near-obsolete 2G cellular modem technology with a long-term solution that has no recurring cost. With the Echelon Central Management System (CMS) and gateways now installed to support this application, the city has laid the foundation for its planned multi-year roll out of 35,000 LED street lights. Echelon’s LumInsight® 2 CMS will provide calendar and permission-based scheduling not currently available from its existing school zone flasher vendors. |
• | The installation throughout the city of Cambridge, MA continued its expansion and is close to being fully on line with its 7,000+ LED fixtures using the Lumewave by Echelon adaptive control system. We believe Cambridge is the first city in the U.S. to have “border-to-border” intelligent lighting installed and operating. The city is considering expanding its system to include both the city parks with dimming features as well as crosswalk flashers to allow for customized schedules to meet citizen and safety needs. |
• | Phase 2 of the Bellingham, WA city-wide deployment of 3,615 streetlights with Echelon’s wireless technology on roadway lights and ‘invisible’ powerline communication on highly-visible decorative luminaries was ordered and installed in the third quarter. The Bellingham LED conversion program is projected to cut energy consumption from streetlights by half, reducing approximately 2 million pounds of CO2 output annually. This directly supports the city's Climate Action Plan goal of reducing greenhouse gas emissions locally by 70% by the year 2020. |
• | The city of Bloemfontein, South Africa, has embarked on a smart city initiative to install 18,000 luminaires to upgrade its streetlight infrastructure over the next three years. In the first phase completed earlier this year, 3,000 luminaries were installed by Echelon’s partner, MAT Co., Ltd. using outdoor lighting controllers based on Echelon powerline technologies along with Echelon’s SmartServer® gateways. This initial project expanded to include another 1,000 lights and SmartServers, which were installed during the third quarter. |
• | At a Pacific Northwest military base, Echelon’s partner received formal notice from Bonneville Power Administration to proceed with the contract to replace approximately 2,400 outdoor lighting fixtures with LEDs, including Lumewave by Echelon wireless controllers and approximately 400 Lumewave by Echelon motion sensors. The combination of the controllers with the motion sensors allows the military base to achieve over 80% savings while increasing security and reducing maintenance. |
• | The Port of Seattle, which manages the physical port, marinas and Sea-Tac airport, among other facilities, completed its lighting installation at the Shilshole Bay Marina during the quarter. The port also placed a follow-on order for Lumewave by Echelon’s lighting controllers and microwave occupancy sensors which is currently being installed at the Fisherman’s Terminal property. The port also plans to expand the system to include its Salmon Bay Terminal and Jack Block Park properties next year. |
• | Across a dozen U.S. auto dealerships, Echelon’s outdoor lighting controls were rolled out in new and expanded deployments in the third quarter. Applications include energy savings, theft prevention and merchandise display enhancement. Echelon continues to focus on national, independent and large automotive dealerships. |
• | Several municipalities in the U.S., Canada, Vietnam, Mexico, Uruguay and Argentina, among others, have selected Echelon technology for pilot projects with applications ranging from fixture maintenance to highway |
• | In the embedded business, earlier this year we partnered with a gas pump manufacturer and won a new design to upgrade credit card readers in gas station fuel dispensers. This quarter we doubled our business with this customer due to the implementation of the EMV Liability Shift regulation, which requires gas station merchants install chip readers in their gas dispensers by October 2017. |
• | Also in the embedded business, we received an order for multiple IzoT® Net and LNS DDE servers from an existing customer. This was the result of our ability to support the latest Microsoft operating systems in large corporate office buildings. |
• | A wireless asset management systems company for industrial trucks, rental vehicles, and transportation assets has developed a new design for a Radio-Frequency Identification (RFID) tracking device using the Echelon’s Neuron® 5000 chip. Echelon replaced the incumbent due to our next generation microcontroller’s superior performance, lower cost and small form factor. |
• | The new CLP 4000 sensor-compatible lighting controller - enables smarter, safer cities |
◦ | This new product extends Echelon’s multi-application platform enabling high-value safety and comfort features while providing energy and maintenance cost savings. Combining LEDs with advanced controllers enables outdoor lighting to play a strategic role in making cities safer, more comfortable and more efficient. This next-generation controller includes faster and smarter communication technology, multiple lighting control options and native support for advanced sensors. The CLP 4000 is currently being sampled for multiple smart city projects. With this new product, for example, city officials can integrate dimming and white-tuning capabilities with emergency call box systems to assist first responders by improving visibility, quickly and dynamically. |
• | The New U60 Network Interface Module - easy network connectivity for any controller or gateway |
◦ | This new member of the U60 module family of products makes it easier for controller and gateway manufacturers to add LON® network connectivity to their products without investing valuable R&D resources to do a chip-level design. The U60 module has already been designed into multiple OEM products. |
• | SmartServer 2.2 - first-of-its-kind gateway for buildings, lighting, and other Internet of Things (IoT) applications |
◦ | This new SmartServer is a platform for integrating a wide range of applications with power line meshing that enables outdoor power line-based lighting controls to be installed in large geographic areas with a single controller. It is an industry-leading converged controller and gateway for building automation, lighting controls, and IoT applications and supports multiple standard protocols including LON, BACnet, and Modbus. The SmartServer offers customers a broader selection of devices that can be easily integrated into and managed by one head-end interface thereby reducing the installed cost of outdoor lighting systems. |
◦ | Intelligent and on-demand white tuning that varies the color temperature of outdoor lights from a warm yellow 2,700 Kelvin to a cool blue 5,500 Kelvin |
◦ | Traffic-adaptive roadway lighting that adjusts light levels on the road according to actual or predicted traffic |
◦ | Weather-driven lighting schedules that can vary light levels according to real-time weather predictions |
• | As noted by the increase in lighting revenue for the third consecutive quarter, our upgraded and experienced lighting sales team is making solid progress. Requests for proposals totaling over 360,000 street lights were received in the third quarter alone. Discussions are underway with approximately 20 U.S. and international manufacturers of LED OEM fixtures to establish potential partnerships with Echelon. Additionally, Echelon is expanding its presence with Energy Savings Companies (ESCOs). |
• | We recently added Glenn International as our new sales representative agency for Central America and the Caribbean. Glenn is the region’s leading supplier of electrical, lighting and telecom equipment. We also welcomed MRD Soluciones de Iluminacion to represent Echelon in Argentina and Uruguay. With more than 10 years of experience representing LED fixtures and indoor controls, they also bring over 25 years of experience in lighting in the South America market. |
• | In the embedded IIoT business, we recently announced that ABBA Logic, a supplier to security integrators, has introduced a revolutionary upgrade to its line of access control products based on the Echelon’s 6050 processor. ABBA Logic can now provide security integrators with cost-effective, expandable IP network-based solutions that can be used with a variety of software front ends without a large service commitment. Applications include correctional facilities, airports and schools that require high levels of secure access. |
• | In a recent global study of the LED and smart networked streetlighting market by the Northeast Group, LLC, Echelon ranked among the top three leaders of smart connectivity deployments, ahead of such household names as GE and Philips. The report also noted that Echelon captured the number one position in Asia-Pacific. The study projects that LED and smart streetlights will reach 89% and 42% of the total streetlight market, respectively, by 2026. To capitalize on this trend, the Lumewave by Echelon platform is architected to allow cities to integrate a growing range of IoT applications. This should enable municipal systems such as crosswalk flashers, emergency call boxes, traffic analysis and human-centric street lighting to work together seamlessly while improving public safety and creating a more comfortable environment. |
• | Total revenues are expected to be $7.8 million to $8.2 million |
• | Gross margin is expected to be in a range of 55% to 57% |
• | Operating expenses are expected to be in a range of $5.8 million to $6.0 million |
• | GAAP loss per share is expected to be between $0.27 and $0.39, based on 4.4 million fully diluted weighted average shares outstanding |
• | Excluding expected non-cash equity compensation charges of $0.09 per share, non-GAAP loss per share is expected to be between $0.18 and $0.30 |
September 30, 2016 | December 31, 2015 | |||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 10,487 | $ | 7,691 | ||||
Restricted investments | 1,250 | 1,401 | ||||||
Short-term investments | 11,990 | 16,978 | ||||||
Accounts receivable, net | 3,709 | 4,030 | ||||||
Inventories | 2,609 | 2,893 | ||||||
Deferred cost of revenues | 1,142 | 1,122 | ||||||
Other current assets | 674 | 1,109 | ||||||
Total current assets | 31,861 | 35,224 | ||||||
Property and equipment, net | 475 | 595 | ||||||
Other long-term assets | 2,126 | 2,227 | ||||||
$ | 34,462 | $ | 38,046 | |||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current Liabilities: | ||||||||
Accounts payable | $ | 2,137 | $ | 2,267 | ||||
Accrued liabilities | 1,827 | 2,885 | ||||||
Deferred revenues | 3,733 | 3,359 | ||||||
Total current liabilities | 7,697 | 8,511 | ||||||
Long-term liabilities | 730 | 614 | ||||||
Total stockholders’ equity | 26,035 | 28,921 | ||||||
$ | 34,462 | $ | 38,046 |
Three Months Ended | Nine Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Revenues | $ | 8,179 | $ | 9,983 | $ | 24,887 | $ | 29,214 | |||||||
Cost of revenues (1) | 3,701 | 4,370 | 10,892 | 12,435 | |||||||||||
Gross profit | 4,478 | 5,613 | 13,995 | 16,779 | |||||||||||
Operating expenses: | |||||||||||||||
Product development (1) | 2,034 | 2,454 | 6,160 | 7,406 | |||||||||||
Sales and marketing (1) | 1,574 | 1,848 | 4,512 | 6,230 | |||||||||||
General and administrative (1) | 2,092 | 2,547 | 6,310 | 7,555 | |||||||||||
Lease termination charges | — | — | — | 3,337 | |||||||||||
Total operating expenses | 5,700 | 6,849 | 16,982 | 24,528 | |||||||||||
Loss from operations | (1,222 | ) | (1,236 | ) | (2,987 | ) | (7,749 | ) | |||||||
Interest and other income (expense), net | (57 | ) | 184 | 241 | 564 | ||||||||||
Interest expense on lease financing obligations | — | (5 | ) | — | (385 | ) | |||||||||
Loss before provision for income taxes | (1,279 | ) | (1,057 | ) | (2,746 | ) | (7,570 | ) | |||||||
Income tax expense | 23 | (10 | ) | 80 | 64 | ||||||||||
Net loss | $ | (1,302 | ) | $ | (1,047 | ) | $ | (2,826 | ) | (7,634 | ) | ||||
Basic and diluted net loss per share | $ | (0.29 | ) | $ | (0.24 | ) | $ | (0.64 | ) | $ | (1.73 | ) | |||
Shares used in computing net loss per share: | |||||||||||||||
Basic and Diluted | 4,431 | 4,413 | 4,423 | 4,407 | |||||||||||
(1) Amounts include stock-based compensation costs as follows: | |||||||||||||||
Cost of revenues | $ | 7 | $ | (34 | ) | $ | (39 | ) | $ | (102 | ) | ||||
Product development | 74 | 94 | 62 | 229 | |||||||||||
Sales and marketing | 53 | (19 | ) | (68 | ) | (109 | ) | ||||||||
General and administrative | 54 | 115 | 295 | 91 | |||||||||||
Total stock-based compensation expenses | $ | 188 | $ | 156 | $ | 250 | $ | 109 |
Three Months Ended | Nine Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
GAAP net loss | $ | (1,302 | ) | $ | (1,047 | ) | $ | (2,826 | ) | $ | (7,634 | ) | |||
Stock-based compensation | 188 | 156 | 250 | 109 | |||||||||||
Adjustment to contingent consideration | — | — | (318 | ) | — | ||||||||||
Lease termination charges | — | — | — | 3,337 | |||||||||||
Total non-GAAP adjustments to earnings from operations | 188 | 156 | (68 | ) | 3,446 | ||||||||||
Income tax effect of reconciling items | — | — | — | — | |||||||||||
Non-GAAP net loss | $ | (1,114 | ) | $ | (891 | ) | $ | (2,894 | ) | $ | (4,188 | ) | |||
Non-GAAP net loss per share: | |||||||||||||||
Diluted | $ | (0.25 | ) | $ | (0.20 | ) | $ | (0.65 | ) | $ | (0.95 | ) | |||
Shares used in computing net loss per share: | |||||||||||||||
Diluted | 4,431 | 4,413 | 4,423 | 4,407 |
Nine Months Ended | |||||||
September 30, | |||||||
2016 | 2015 | ||||||
Cash flows provided by (used in) operating activities: | |||||||
Net loss | $ | (2,826 | ) | $ | (7,634 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation and amortization | 377 | 1,413 | |||||
Reduction in allowance for doubtful accounts | (1 | ) | (17 | ) | |||
Lease termination charges | — | 3,337 | |||||
Loss on disposal of and write down of property, equipment, and other | — | 53 | |||||
Increase in accrued investment income | (30 | ) | (23 | ) | |||
Stock-based compensation | 250 | 109 | |||||
Adjustment to contingent consideration | (318 | ) | (98 | ) | |||
Change in operating assets and liabilities: | |||||||
Accounts receivable | 322 | (19 | ) | ||||
Inventories | 285 | 630 | |||||
Deferred cost of revenues | (35 | ) | 190 | ||||
Other current assets | 435 | (418 | ) | ||||
Accounts payable | (130 | ) | (1,509 | ) | |||
Accrued liabilities | (965 | ) | (55 | ) | |||
Deferred revenues | 364 | 6 | |||||
Deferred rent | 93 | (154 | ) | ||||
Net cash used in operating activities | (2,179 | ) | (4,189 | ) | |||
Cash flows provided by (used in) investing activities: | |||||||
Purchases of available‑for‑sale short‑term investments | (17,972 | ) | (7,984 | ) | |||
Proceeds from maturities and sales of available‑for‑sale short‑term investments | 23,155 | 20,852 | |||||
Change in other long‑term assets | (63 | ) | (793 | ) | |||
Capital expenditures | (84 | ) | (83 | ) | |||
Net cash provided by investing activities | 5,036 | 11,992 | |||||
Cash flows provided by (used in) financing activities: | |||||||
Principal payments of lease financing obligations | — | (11,147 | ) | ||||
Repurchase of common stock from employees for payment of taxes on vesting of restricted stock units and upon exercise of stock options | (42 | ) | (152 | ) | |||
Net cash used in financing activities | (42 | ) | (11,299 | ) | |||
Effect of exchange rates on cash: | (19 | ) | (639 | ) | |||
Net change in cash and cash equivalents | 2,796 | (4,135 | ) | ||||
Cash and cash equivalents: | |||||||
Beginning of period | 7,691 | 13,340 | |||||
End of period | $ | 10,487 | $ | 9,205 | |||