Washington, D.C. 20549

Form 8-K


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): February 21, 2019  

Adesto Technologies Corporation
(Exact Name of Registrant as Specified in Charter)

(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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ X ]


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ X ]


Item 2.02. Results of Operations and Financial Condition.

On February 21, 2019, 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 February 21, 2019


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: February 21, 2019By: /s/ RON SHELTON        
  Ron Shelton
  Chief Financial Officer and Secretary



Adesto Technologies Reports Fourth Quarter and Full Year 2018 Financial Results

4Q Revenue Increases 28% Sequentially; Full Year Revenue Grows 49% over 2017 with Expanded IoT Product Portfolio

SANTA CLARA, Calif., Feb. 21, 2019 (GLOBE NEWSWIRE) -- Adesto® Technologies Corporation (NASDAQ: IOTS), a leading provider of innovative application-specific semiconductors and embedded systems for the IoT era, today announced financial results for its fourth quarter and year ended December 31, 2018.

Fourth Quarter & Recent Highlights:

2018 Highlights:

Commenting on the quarter, Narbeh Derhacobian, Adesto’s President and CEO, stated, “2018 was a transformative year for Adesto. We began last year with strong momentum as a supplier of application-specific non-volatile memory and are now entering 2019 with a broader portfolio of value-added solutions including semiconductor edge-devices and communication gateways as well as system management and software tools.  The acquisitions of S3semi and Echelon have broadened our customer base, expanded our revenue opportunity and served available market, while also increasing our blended gross margin. Within the industrial segment alone, we have strengthened our opportunities by becoming a more complete technology stack provider from the edge to gateways to software toolsets that our customers use as building blocks to transform their businesses.

“On the product front, we continued to expand our pipeline of design wins and revenue opportunities across our entire business. We secured our first MavriqCM design win as well as our first design win for our high-performance EcoXiP memory in a fitness tracker product which is expected to launch late in 2019. More recently, we were very pleased to announce Adesto’s new SmartServer IoT edge server. This platform enables cloud-based services such as the IBM Watson IoT platform to provide predictive energy and operational analytics for smart buildings and other industrial applications. Our open, multi-protocol IoT gateway will usher in the next stage of networked industrial IoT systems across our extensive worldwide customer base, while also enabling new customer opportunities for Adesto.”

Mr. Derhacobian concluded, “With a significantly expanded revenue base and a strengthened position within our targeted customers and segments, we enter 2019 well positioned to drive continued growth for our business while expanding margins and improving profitability. The combination of our growing pipeline of memory opportunities, our ASIC designs entering production and the introduction of new solutions from our embedded systems group is collectively expected to generate a sustainable revenue layering effect for Adesto throughout the coming year and beyond.”

Fourth Quarter and 2018 Results  
Revenue in the fourth quarter of 2018 was $28.1 million, which includes the first full quarter of revenue contribution from Echelon, representing an increase of 73.8% from the $16.2 million in the same quarter a year ago and 28.1% from the $21.9 million in the previous quarter, which included approximately $1.9 million of revenue from Echelon. For the full year 2018, revenue increased 48.8% to $83.5 million from $56.1 million in 2017.

GAAP gross margin in the fourth quarter was 41.1% compared to 47.9% in the fourth quarter of 2017 and 43.7% in the previous quarter. Non-GAAP gross margin for the fourth quarter was 48.6% compared to 48.0% in the fourth quarter of 2017 and 45.7% in the previous quarter. For the full year 2018, GAAP gross margin was 43.2% as compared to 49.0% in 2017. Non-GAAP gross margin for the full year 2018 was 46.3% compared to 49.2% in the previous year.

GAAP operating expenses in the fourth quarter of 2018 were $19.6 million, compared to $7.7 million in the fourth quarter of 2017 and $17.0 million in the prior quarter. On a non-GAAP basis, operating expenses in the fourth quarter 2018 were $13.9 million, compared to non-GAAP operating expenses of $6.8 million in the fourth quarter of 2017 and of $10.2 million in the prior quarter. For the full year 2018, GAAP operating expenses were $56.4 million as compared to $32.3 million last year, and non-GAAP operating expenses in 2018 were $39.8 million as compared to $27.7 million in 2017.

GAAP net loss in the fourth quarter of 2018 was $6.9 million, or ($0.23) per share, compared to a net loss of $165,000, or ($0.01) per share, in the fourth quarter of 2017 and a net loss of $8.4 million, or ($0.30) per share, in the previous quarter. The full year 2018 GAAP net loss was $21.4 million, or ($0.85) per share, compared to a net loss of $5.7 million, or ($0.31) per share, in 2017.

On a non-GAAP basis, net loss for the fourth quarter of 2018 was $1.2 million, or ($0.04) per share. This compares to non-GAAP net income of $0.8 million, or $0.03 per diluted share, in the fourth quarter of 2017 and a net loss of $0.8 million, or ($0.03) per share, in the previous quarter. The non-GAAP net loss for full year 2018 was $3.7 million or ($0.15) per share, compared to a net loss of $0.9 million, or ($0.05) per share, in 2017.

Adjusted EBITDA for the fourth quarter of 2018 was a positive $0.5 million, compared to a positive $1.4 million in the fourth quarter of 2017 and a positive $0.5 million in the previous quarter. For the full year 2018, adjusted EBITDA was a positive $1.4 million as compared to a positive $1.3 million in 2017.

A reconciliation of GAAP results to non-GAAP results is provided in the financial statement tables following the text of this press release.

Business Outlook
For the first quarter of 2019, the Company expects revenue to range between $26.0 million and $28.0 million. Non-GAAP gross margin is expected to be between 48% and 50% and non-GAAP operating expenses are expected to range between $14.0 million and $15.0 million. Stock-based compensation expense is expected to be approximately $1.2 million and amortization of acquisition-related intangible assets approximately $1.8 million.

Conference Call Information
Adesto will host a conference call today at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) to discuss its fourth quarter and full year 2018 financial results. Investors and analysts may join the call by dialing 1-844-419-1786 and providing confirmation code 8343019. 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, February 28, 2019 at midnight Pacific Time. The replay dial-in number is 1-855-859-2056. International callers should dial +1-404-537-3406. The confirmation code is 8343019.

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 income (loss), non-GAAP net income (loss) per share, non-GAAP gross profit, non-GAAP gross margin and 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 innovative application-specific semiconductors and embedded systems for the IoT era. The company’s technology is used by more than 2,000 customers worldwide who are creating differentiated solutions across industrial, consumer, medical and communications markets. With its growing portfolio of high-value technologies, Adesto is helping its customers usher in the era of the Internet of Things. See: www.adestotech.com.

Follow Adesto on Twitter.

Forward Looking Statements
The quotes of our Chief Executive Officer in this release regarding our expansion opportunities, product mix impacts on our gross margins, expanding our sales opportunities within our ASIC Division, the integration of Echelon Corporation and the expected synergies and benefits to Adesto and its customers, stockholders and investors from integrating Echelon Corporation and S3 Semiconductors, 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. Factors that could cause actual results to differ materially from those expressed in the forward-looking statements include: the businesses of the Company, Echelon and S3 Semiconductors may not be combined successfully, or such combinations may take longer, be more difficult, time-consuming or costly to accomplish than expected; the risk that sales of S3 Semiconductors and Echelon products will not be as high as anticipated; the expected growth opportunities from the acquisitions may not be fully realized or may take longer to realize than expected; customer losses and business disruption following the acquisitions, including adverse effects on ability to retain key personnel, may be greater than expected; and the risk that the Company may incur unanticipated or unknown losses or liabilities in the acquisition. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements include: our ability to predict the timing of design wins entering production and the potential future revenue associated with our design wins;  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 those discussed in the section captioned “Risk Factors” contained in an exhibit to our Current Report on Form 10-Q for the period ended September 30, 2018 and filed with the SEC on November 9, 2018, 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 Thursday, February 21, 2019, 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 21, 2019 press release, or to reflect the occurrence of unanticipated events.

Adesto and the Adesto logo are trademarks or registered trademarks of Adesto Technologies Corporation or its subsidiaries in the United States and other countries.  Other company, product, and service names may be trademarks or service marks of others.

Adesto Technologies Media Contact:
Jen Bernier-Santarini

Adesto Technologies Investor Relations:
Shelton Group
Leanne K. Sievers, President

(in thousands)
     December 31,  December 31,
     2018  2017
Current assets:       
 Cash and cash equivalents $  7,348  $  30,078
 Restricted cash    458     - 
 Short-term investments    1,282     - 
 Accounts receivable, net    23,211     8,668
 Inventories    18,635     5,814
 Prepaid expenses    1,668     993
 Other current assets    871     52
 Total current assets    53,378     45,605
Property and equipment, net    7,085     7,183
Intangible assets, net    36,261     7,102
Other non-current assets    1,729     900
Goodwill    38,640     22
Total assets $  137,188  $  60,812
Liabilities and Stockholders' Equity       
Current liabilities:       
 Accounts payable    16,146     7,075
 Accrued compensation and benefits    4,038     2,614
 Accrued expenses and other current liabilities    5,172     2,359
 Price adjustments and other revenue reserves    4,819     - 
 Earn-out liability, current    10,450     - 
 Line of credit, current    -      1,500
 Term loan, current    141     926
 Total current liabilities    40,766     14,474
Term loan, non-current    29,418     10,908
Deferred rent, non-current    1,947     2,404
Deferred tax liability, non-current    1,735     1
Other non-current liabilities    580     75
 Total liabilities    74,446     27,862
Stockholders' equity:       
 Common stock    3     2
 Additional paid-in capital    184,158     133,087
 Accumulated other comprehensive loss    (135)     (295)
 Accumulated deficit    (121,284)     (99,844)
Total stockholders' equity    62,742     32,950
Total liabilities and stockholders' equity $  137,188  $  60,812


(in thousands, except for share and per share amounts)
     Three Months Ended December 31,   Year Ended December 31, 
    2018  2017 2018  2017
 Revenue, net   $   28,078   $   16,154  $   83,490   $   56,112
 Cost of revenue     16,544     8,422    47,429     28,637
  Gross profit     11,534     7,732    36,061     27,475
 Operating expenses:               
  Research and development     7,134     3,334    20,273     13,623
  Selling, general and administrative     7,830     4,047    22,592     17,462
  Amortization of intangible assets     1,752     295    3,871     1,221
  Acquisition related expenses     236     -     7,029     - 
  Impairment and other charges     2,680     -     2,680     - 
  Total operating expenses     19,632     7,676    56,445     32,306
 Income (loss) from operations     (8,098)     56    (20,384)     (4,831)
 Other income (expense):               
  Interest expense, net     (1,423)     (172)    (3,791)     (753)
  Other income (expense), net     2,639     (5)    2,656     (3)
  Total other income (expense), net     1,216     (177)    (1,135)     (756)
 Loss before provision for (benefit from) income taxes    (6,882)     (121)    (21,519)     (5,587)
 Provision for (benefit from) income taxes     1     44    (79)     101
 Net loss   $   (6,883)   $   (165)  $   (21,440)   $   (5,688)
 Net loss per share:               
  Basic and diluted   $   (0.23)   $   (0.01)  $   (0.85)   $   (0.31)
 Weighted average number of shares used in computing              
 net loss per share:               
  Basic and diluted     29,437,545     21,232,518    25,144,562     18,591,308


(in thousands, except for share and per share amounts)
      Three Months Ended December 31,    Year Ended December 31, 
      2018   2017   2018   2017
GAAP gross profit    $   11,534   $   7,732   $   36,061   $   27,475
Stock-based compensation expense      61     26     190     112
Inventory step-up related to acquisition accounting      2,055     -      2,426     - 
Non-GAAP gross profit    $   13,650   $   7,758   $   38,677   $   27,587
GAAP research and development expenses    $   7,134   $   3,334   $   20,273   $   13,623
Stock-based compensation expense      (417)     (235)     (1,203)     (1,172)
Non-GAAP research and development expenses    $   6,717   $   3,099   $   19,070   $   12,451
GAAP selling, general and administrative expenses    $   7,830   $   4,047   $   22,592   $   17,462
Stock-based compensation expense      (627)     (368)     (1,815)     (2,218)
Non-GAAP selling, general and administrative expenses   $   7,203   $   3,679   $   20,777   $   15,244
GAAP operating expenses    $   19,632   $   7,676   $   56,445   $   32,306
Stock-based compensation expense      (1,044)     (603)     (3,018)     (3,390)
Amortization of intangible assets      (1,752)     (295)     (3,871)     (1,221)
Acquisition related expenses      (236)     -      (7,029)     - 
Impairment and other charges      (2,680)     -      (2,680)     - 
Non-GAAP operating expenses    $   13,920   $   6,778   $   39,847   $   27,695
GAAP income (loss) from operations    $   (8,098)   $   56   $   (20,384)   $   (4,831)
Stock-based compensation expense      1,105     629     3,208     3,502
Inventory step-up related to acquisition accounting      2,055     -      2,426     - 
Amortization of intangible assets      1,752     295     3,871     1,221
Acquisition-related expenses      236     -      7,029     - 
Impairment and other charges      2,680     -      2,680     - 
Non-GAAP income (loss) from operations    $   (270)   $   980   $   (1,170)   $   (108)
Reconciliation from GAAP net loss to adjusted EBITDA:                
GAAP net loss:    $   (6,883)   $   (165)   $   (21,440)   $   (5,688)
 Stock-based compensation expense      1,105     629     3,208     3,502
 Inventory step-up related to acquisition accounting    2,055     -      2,426     - 
 Amortization of intangible assets      1,752     295     3,871     1,221
 Acquisition-related expenses      236     -      7,029     - 
 Impairment and other charges      2,680     -      2,680     - 
 Revaluation of earn-out liability      (2,569)     -      (2,569)     - 
 Debt amortization costs      418     18     1,125     82
  Non-GAAP net income (loss)    (1,206)     777     (3,670)     (883)
 Interest expense      1,023     152     2,752     699
 Provision for (benefit from) income taxes      1     44     (79)     101
 Depreciation and amortization      691     380     2,378     1,384
  Adjusted EBITDA  $   509   $   1,353   $   1,381   $   1,301
Non-GAAP diluted net income (loss) per share    ($0.04)   $0.03   ($0.15)   ($0.05)
 Weighted-average number of shares used in calculating                
 non-GAAP basic net income (loss) per share      29,437,545     21,232,518     25,144,562     18,591,308
  Incremental shares upon conversion of                  
  stock options, restricted stock units and warrants      -      1,082,995     -      - 
 Weighted-average shares used in calculating                 
 non-GAAP diluted net income (loss) per share      29,437,545     22,315,513     25,144,562     18,591,308