-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BN/ZKouPjFf8MywzpUdtYGdsSb4yBCal8tNH73lMnmLRTL7z/aCtEA47NGCiPwqf zTDcNWRR/Qa+RYVE7Dgxwg== 0000891618-01-501692.txt : 20010804 0000891618-01-501692.hdr.sgml : 20010804 ACCESSION NUMBER: 0000891618-01-501692 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010801 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADEPT TECHNOLOGY INC CENTRAL INDEX KEY: 0000865415 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 942900635 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27122 FILM NUMBER: 1696161 BUSINESS ADDRESS: STREET 1: 150 ROSE ORCHARD WAY CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4084320888 8-K 1 f74580e8-k.htm FORM 8-K Form 8-k
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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): August 1, 2001

ADEPT TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Charter)
         
California
(State or Other Jurisdiction of
Incorporation)
  0-27122
(Commission File Number)
  94-2900635
(IRS Employer
Identification No.)
     
150 Rose Orchard Way
San Jose, California
(Address of Principal Executive Offices)
  95134
(Zip Code)

Registrant’s telephone number, including area code: (408) 432-0888

None

(Former Name or Former Address, if Changed Since Last Report)

 


Item 5. Other Events.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURES
EXHIBIT INDEX
Exhibit 99.1


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Item 5. Other Events.

     This report is being filed by the Registrant to report its financial results for the fourth quarter and fiscal year ended June 30, 2001. The press release issued by the Registrant relating to the financial results announcement is filed as Exhibit 99.1 to this report.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

  (c)   Exhibits.

     The following exhibit is filed with this report on Form 8-K:
               
Exhibit No.   Description        

 
       
99.1   Press Release of the Registrant issued on August 1, 2001.

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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.
     
  ADEPT TECHNOLOGY, INC.
 
 
 
Date: August 2, 2001 By:  /s/ Michael W. Overby
 
  Michael W. Overby
Chief Financial Officer

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EXHIBIT INDEX

             
Exhibit No.   Description        

 
       
99.1   Press Release of the Registrant issued on August 1, 2001.

4 EX-99.1 3 f74580ex99-1.txt EXHIBIT 99.1 1 EXHIBIT 99.1 [ADEPT TECHNOLOGY, INC. LOGO] CONTACTS: Maili Bergman Michael Overby Director of Investor Relations Chief Financial Officer 408.434.5158 (voice) 408.434.5112 (voice) 408.434.5005 (fax) 408.434.5005 (fax) maili.bergman@adept.com mike.overby@adept.com ADEPT TECHNOLOGY REPORTS FOURTH QUARTER AND FISCAL YEAR-END 2001 RESULTS (SAN JOSE, CA) August 1, 2001--Adept Technology, Inc. (Nasdaq/NMS: ADTK), a leading manufacturer of flexible automation for the telecommunications, fiber optic and semiconductor industries, today reported financial results for its fourth quarter and fiscal year ended June 30, 2001. Net sales for the quarter ended June 30, 2001 were $20.7 million, a decrease of 26% from revenues of $28.1 million for the fourth quarter ended June 30, 2000. Adept reported a net loss of $18.5 million or $1.41 per fully diluted share, before amortization of goodwill and other intangibles, for the quarter ended June 30, 2001, versus net income before amortization of goodwill and other intangibles of $0.9 million or $0.08 per fully diluted share, for the quarter ended June 30, 2000. Including amortization expense of $1.8 million, Adept reported a net loss of $20.3 million or $1.55 per fully diluted share, for the fourth quarter of fiscal 2001. Net sales for fiscal 2001 were $100.3 million, an increase of 1.1% over $99.2 million for the fiscal year ended June 30, 2000. Net loss, before amortization expense, for fiscal 2001 was $28.4 million, or $2.44 per fully diluted share, versus net income, before amortization expense and other intangibles, of $0.2 million, or $0.03 per fully diluted share, for the fiscal year ended June 30, 2000. Including amortization expense of $6.8 million, Adept reported a net loss of $35.2 million, or $3.02 per share, for fiscal 2001. The operating results include a significant inventory write-down of $5.8 million in the fourth quarter of fiscal 2001, which was due to the rapid decline in activity we experienced during the past quarter as 2 well as our current sales outlook for fiscal 2002. The fourth quarter operating results also include $2.5 million of expense related to materials and engineering for the completion of our semi-automated workbenches and fully-automated workcells for laser welding and epoxy bonding and $1.2 million related to the implementation of our website, which the company had previously committed to early in the fourth quarter. In addition, the fiscal year-end 2001 results include the one-time valuation allowance of $4.8 million, which was taken in the third quarter of fiscal 2001 to offset the company's accumulated deferred tax assets. Operating loss for the quarter ended June 30, 2001 was $18.3 million before amortization expense, and $20.1 million including amortization expense, as compared to operating income of $0.9 million for the quarter ended June 30, 2000. Adept had no gross margin for the quarter ended June 30, 2001 versus 45.2% in the quarter ended June 30, 2000. The decrease in gross margin percentage is due primarily to the inventory write-down, a significant decline in revenue from the semiconductor industry, declining orders with OEM customers in our base business and significantly reduced shipments in relation to a relatively fixed overhead cost structure. Operating expenses for the quarter ended June 30, 2001 were $18.2 million excluding amortization expense and $20.0 million including goodwill amortization expense, compared to $11.8 million in operating expenses for the quarter ended June 30, 2000. "During the fourth quarter, delays and cutbacks in capital equipment spending by manufacturers across all the markets we serve continued to negatively impact our business," said Brian R. Carlisle, Chairman and Chief Executive Officer of Adept. "Although requests by customers to cancel or delay orders have subsided in recent weeks, the volume of business has trended significantly below the levels previously achieved. Based upon the current activity level as well as our customers' uncertainty as to the timing of a business recovery, we remain very cautious about the near-term outlook. As we announced last week, we have taken decisive steps to modify our cost structure and reduce our expenditures in response to the current industry environment. While a significant portion of the losses during the third and fourth quarters of fiscal 2001 were non-cash losses, with the actions we are taking in the first quarter of 2002, we will be reducing our operating expenses to a level sufficient to preserve the integrity of our business in this difficult market. At the same time, we are strategically re-aligning our resources to continue our dedication to research and development activities in future growth markets, which are critical to meeting our business objectives." 2 3 Carlisle added, "We have spent significant effort in the last year developing new products in photonics automation, semiconductor material handling, robotics and controls. We brought those products out on schedule. We are now concentrating on introducing those new products to the market. Looking beyond the near-term uncertainty, we feel this investment in new products puts Adept in the leading position to supply precision assembly and material handling automation as the market recovers." BUSINESS OUTLOOK The following statements are based on current expectations. These statements are forward-looking, and actual results may differ materially. These statements do not reflect the potential impact of any mergers, acquisitions or other business combinations that may be completed after the date of this release. - The company expects revenue for the first quarter of fiscal 2002 to be down 10% to 20% from fourth quarter 2001 revenue of $20.7 million; at this time we have limited visibility for the following quarters. - The company expects the gross margin percentage to be approximately 35 to 40 percent for the first quarter of fiscal 2002. Our lowered gross margin estimate is due primarily to lower volume over a reduced by relatively fixed manufacturing base. - Operating expenses in the first quarter of fiscal 2002 are expected to be $13 million vs. fourth quarter expenses of $18.2 million. The company expects a further reduction of operating expenses to approximately $11 million for the second quarter of fiscal 2002 as a result of cost reductions, which have already been taken during the first quarter of 2002. Additionally, Adept expects to take a restructuring charge and/or sell certain assets in conjunction with the cost reduction program. These actions could result in one-time charges of approximately $7.0 million to $8.5 million during the first quarter of 2002, of which no more than $2 million will be in cash. - The company expects to have $15 to $16 million of cash on hand at the end of the first quarter of fiscal 2002, and no debt. - The company does not expect to book any tax benefit or provision during fiscal 2002. 3 4 - Depreciation is expected to be approximately $1.2 million in the first quarter of fiscal 2002. - The company anticipates the adoption of SFAS 142 - "Goodwill and Other Intangible Assets" during the first quarter of fiscal 2002. We will evaluate the effects of its adoption and do not anticipate recording any amortization expense during fiscal 2002. INVESTOR CONFERENCE CALL Brian Carlisle, Chairman and Chief Executive Officer, Mike Overby, Vice President and Chief Financial Officer, and John Dulchinos, Vice President Sales, will host an investor conference call today, August 1, 2001 at 5:00p.m. Eastern Time to review the company's financials and operations for the fourth quarter and fiscal year-end of 2001. The call will include statements regarding the company's expectations regarding its financial performance in the first quarter of fiscal 2002. These statements will be forward-looking, and actual results may differ materially. The company intends to continue its practice of not updating forward-looking statements until its next quarter end results announcement. The call will be open to all interested investors through a live audio Web broadcast via the Internet at www.streetevents.com or may be accessed through our website at www.adept.com. For those who are not available to listen to the live broadcast, the call will be archived at www.adept.com and www.streetevents.com. A telephonic playback of the conference call will also be available for five business days from Wednesday August 1, 2001 to Wednesday, August 8, 2001. Listeners should call 800.428.6051 and use PIN No. "202902." This press release contains certain forward-looking statements including statements regarding expenses, revenue growth and future operating results, that involve a number of risks and uncertainties. The company's actual results could differ materially from those expressed in any of the above forward-looking statements for a variety of reasons, including but not limited to, future economic, competitive and market conditions including those in Europe and Asia and those related to the company's strategic markets; the cyclicality of capital spending of the company's customers including in the semiconductor industry; the company's dependence on the continued growth of the intelligent automation market; the company's highly competitive industry; rapid technological change within the company's industry; the lengthy sales cycles for the company's products; the company's dependence on retention and attraction of key employees; the risks associated with sole or single sources of supply and lengthy procurement lead times; the risks associated with potential acquisitions, including integration risks associated with our acquisition of BYE/Oasis, Pensar-Tucson, NanoMotion and HexaVision, the risks associated with product defects; the potential delays associated with the development and introduction of new products or software releases; decreased acceptance of the company's new or current products in the marketplace; the company's need to adequately invest in research and development; and the company's significant fixed costs that cannot easily be reduced in the event of a decrease in demand. For a discussion of additional risk factors relating to Adept's business, see Adept's annual report on Form 10K for the fiscal year ended June 30, 2000, as well as the company's Form 10Qs for the quarters ended September 30, 2000, December 30, 2000 and March 31, 2001, including the 4 5 discussion in Management's Discussion and Analysis of Financial Condition and Results of Operations contained therein. Adept Technology designs, manufactures and markets factory automation components and systems for the fiber optic, telecommunications, semiconductor, automotive, food and durable goods industries throughout the world. Adept's robots, controllers, and software products are used for small parts assembly, material handling and ultra precision process applications. Our intelligent automation product lines include industrial robots, configurable linear modules, flexible feeders, semiconductor process components, nanopositioners, machine controllers for robot mechanisms and other flexible automation equipment, machine vision systems and software, application software, and simulation software. Founded in 1983, Adept is America's largest manufacturer of industrial robots. More information is available at www.adept.com. ### 5 6 ADEPT TECHNOLOGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (In thousands, except per share data)
Three months ended Year ended ------------------------- -------------------------- June 30, June 30, June 30, June 30, 2001 2000 2001 2000 --------- --------- --------- --------- Net revenues $ 20,745 $ 28,058 $ 100,313 $ 99,212 Cost of revenues 20,845 15,389 65,303 56,173 --------- --------- --------- --------- Gross margin (100) 12,669 35,010 43,039 Operating expenses: Research, development and engineering 7,671 4,346 22,727 14,629 Selling, general and administrative 10,498 7,454 36,002 29,503 Merger-related expenses -- -- -- 988 Amortization of goodwill and other intangibles 1,798 685 6,818 685 --------- --------- --------- --------- Total operating expenses 19,967 12,485 65,547 45,805 --------- --------- --------- --------- Operating income (loss) (20,067) 184 (30,537) (2,766) Interest income, net 313 165 733 746 --------- --------- --------- --------- Income (loss) before income taxes (19,754) 349 (29,804) (2,020) Provision (benefit) for income taxes 568 98 5,396 (593) --------- --------- --------- --------- Net income (loss) ($ 20,322) $ 251 ($ 35,200) ($ 1,427) ========= ========= ========= ========= Net income (loss) per share: Basic ($ 1.55) $ 0.02 ($ 3.02) ($ 0.15) ========= ========= ========= ========= Diluted ($ 1.55) $ 0.02 ($ 3.02) ($ 0.15) ========= ========= ========= ========= Number of shares used in computing per share amounts: Basic 13,101 10,677 11,637 9,774 ========= ========= ========= ========= Diluted 13,101 11,395 11,637 9,774 ========= ========= ========= =========
7 ADEPT TECHNOLOGY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (In thousands, except per share data)
June 30, June 30, 2001 2000 ------- ------- ASSETS Current assets: Cash, cash equivalents and short term investments $21,500 $20,437 Accounts receivable, less allowance for doubtful accounts of $742 at June 30, 2001 and $637 at June 30, 2000 21,272 25,527 Inventories 17,750 15,153 Deferred tax assets and prepaid expenses 2,069 7,049 ------- ------- Total current assets 62,591 68,166 Property and equipment at cost 34,520 25,675 Less accumulated depreciation and amortization 23,789 20,092 ------- ------- Net property and equipment 10,731 5,583 Goodwill and other intangibles, net 16,332 16,963 Other assets 5,919 2,811 ------- ------- Total assets $95,573 $93,523 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $10,369 $10,841 Other accrued liabilities 12,438 10,732 ------- ------- Total current liabilities 22,807 21,573 Commitments and contingencies Long term liabilities: Deferred income tax and other long term liabilities 1,284 1,222 Total shareholders' equity 71,482 70,728 ------- ------- Total liabilities and shareholders' equity $95,573 $93,523 ======= =======
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