-----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, LecHcCci/W+BuUvU2MCZaTh/xB3VQ0ET0LDQ2Xcuys63PMtkx5RBYmfJrRWlJz6H oz/dTUAUMWdoIfJJE3Lkqw== 0001157523-03-001277.txt : 20030423 0001157523-03-001277.hdr.sgml : 20030423 20030423171031 ACCESSION NUMBER: 0001157523-03-001277 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030423 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030423 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: 03660600 BUSINESS ADDRESS: STREET 1: 150 ROSE ORCHARD WAY CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4084320888 8-K 1 a4382068.txt ADEPT TECHNOLOGY 8-K 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) April 23, 2003 ADEPT TECHNOLOGY, INC. (Exact Name of Registrant as Specified in Charter) California 0-27122 94-2900635 (State or Other (Commission File Number) (IRS Employer Jurisdiction of Incorporation) Identification No.) 3011 Triad Drive 94550 Livermore, CA (Zip Code) (Address of Principal Executive Offices) Registrant's telephone number, including area code: (925) 245-3400 (Former Name or Former Address, if Changed Since Last Report) Item 9. Regulation FD Disclosure The following information is furnished pursuant to Item 9, Regulation FD Disclosure and Item 12, Disclosure of Results of Operations and Financial Condition. On April 23, 2003, Adept Technology, Inc. ("Adept") issued a press release announcing its financial results for its third quarter ended March 29, 2003. A copy of the press release is attached hereto as Exhibit 99.1. 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 Adept issued on April 23, 2003. 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: April 23, 2003 By: /s/ Michael W. Overby ------------------------------------------ Michael W. Overby Vice President and Chief Financial Officer EX-99 3 a4382068_ex991.txt ADEPT TECHNOLOGY EXHIBIT 99.1 Exhibit 99.1 Adept Technology Reports Third Quarter Fiscal 2003 Results LIVERMORE, Calif.--(BUSINESS WIRE)--April 23, 2003--Adept Technology, Inc. (OTCBB:ADTK.OB), a leading manufacturer of flexible automation for the semiconductor, life sciences, electronics and automotive industries, today reported financial results for its third quarter ended March 29, 2003. Net revenues for the quarter ended March 29, 2003 were $12.5 million, a decrease of 14.5% from net revenues of $14.6 million for the quarter ended March 30, 2002. One customer accounted for 18% of net revenues for the third quarter ended March 29, 2003 while no single customer accounted for more than 10% of net revenues for the quarter ended March 30, 2002. Gross margin for the quarter was 27.9% versus 32.4% in the same quarter a year ago. The decrease in gross margin reflects lower volumes and pricing pressure for Adept's products generally. Operating expenses for the quarter were $10.2 million, a decrease of 42.4% compared to $17.7 million in the quarter ended March 30, 2002. R&D and SG&A expenses for the quarter ended March 29, 2003 were $7.8 million, a decrease of 36.2% compared to $12.2 million for the same period a year ago. Adept reported a net loss of $6.8 million, or $0.44 per share, for the quarter ended March 29, 2003, versus a net loss of $9.9 million, or $0.72 per share, for the quarter ended March 30, 2002. The figures above include amortization and restructuring charges of $2.4 million for the quarter ended March 29, 2003 and $5.5 million for the quarter ended March 30, 2002. Cash and cash equivalents at March 29, 2003 were $1.7 million. Brian R. Carlisle, Chairman and Chief Executive Officer of Adept noted, "While third quarter revenues increased 16% from the prior quarter, the decline in revenues versus the same period in the prior year reflects continued delays in capital spending by our customers due to economic and geopolitical uncertainties. Overall results from operations reflect the significant progress we have made in reducing our operating expenses to align with the decline in revenues. Over the last four quarters, we have reduced our worldwide headcount by 40%, consolidated facilities, and exited non-strategic product lines as part of a focused activity to right-size the business for this challenging business environment. As a result, we have dramatically reduced our cash burn rate and our goal is to reach cash flow breakeven this quarter." For the nine months ended March 29, 2003, Adept reported net revenues of $33.5 million compared to net revenues of $42.4 million for the nine months ended March 30, 2002, a decrease of 21.0%. Gross margin for the first nine months of fiscal 2003 was 25.3% versus 34.5% for the first nine months of fiscal 2002. Operating expenses for the nine months ended March 29, 2003 were $31.2 million compared to $55.7 million in operating expenses for the same period a year ago, a decrease of 44.0%. For the first nine months of fiscal 2003, Adept had net losses of $22.6 million, as compared to net losses of $47.9 million for the first nine months of fiscal 2002. The operating expense figures above include amortization and restructuring charges of $3.9 million for the nine months ended March 29, 2003 and $18.2 million for the same period one year ago. The net loss figure for the nine months ended March 30, 2002 also includes the cumulative effect of change in accounting principle of $10.0 million. Cash management remains an area of top priority for the company. Adept's focus continues to be identifying opportunities to further reduce the company's cost structure and manage cash without negatively impacting the company's ability to maintain its top line. In order to address short-term cash needs, the company has entered into an Accounts Receivable Purchase Agreement with Silicon Valley Bank for the purchase of eligible accounts receivable up to $1.75 million. Adept continues to aggressively pursue additional outside sources of financing to address future requirements. Adept's 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 net revenues for the fourth quarter of fiscal 2003 to be down 8% to 16% from third quarter fiscal 2003 net revenues of $12.5 million. -- The company has been utilizing less than 50% of its capacity and expects its gross margin percentage to be approximately 27% to 30% for the fourth quarter of fiscal 2003. -- R&D and SG&A expenses in the fourth quarter of fiscal 2003 are expected to be down 6% to 13% compared to third quarter expenses of $7.8 million. -- The company is seeking various debt and equity financing alternatives to improve its cash position. In the event that the company does not complete a financing in its fourth quarter, the company expects its cash ending balance to remain relatively unchanged from the third quarter ending balance of $1.7 million. This cash forecast is based on certain critical assumptions, including continued cooperation from certain landlords with whom we are renegotiating our lease obligations, continued timely receipt of payment of outstanding receivables and the absence of any unexpected significant cash outlays during the quarter. -- The company has significant lease obligations, which it is currently renegotiating. If the Company is not able to renegotiate its lease obligations, the company will not have sufficient cash to satisfy such obligations due in fiscal 2003. -- The company does not expect to book any tax benefit associated with current year operations during fiscal 2003. -- Depreciation and amortization is expected to be approximately $0.8 million in the fourth quarter of fiscal 2003. Investor Conference Call Brian Carlisle, Chairman and Chief Executive Officer, Michael Overby, Vice President and Chief Financial Officer, and John Dulchinos, Vice President Sales, will host an investor conference call today, April 23, 2003 at 5:00p.m. Eastern Time to review the company's financials and operations for the third quarter of fiscal 2003. The call will include statements regarding the company's anticipated financial performance in the fourth quarter of fiscal 2003. 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 the investor relations section of 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, April 23, 2003 to Wednesday, April 30, 2003. Listeners should call 800/428-6051 and use PIN No. "288909." This press release contains certain forward-looking statements including statements regarding cash balances expenses, revenue 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, its customers ability to pay invoices in a timely manner, the risk that some of its customers may become insolvent, future economic, competitive and market conditions including those in Europe and Asia and those related to the company's strategic markets; the company's continuing operating losses causing the company to need to raise additional financing in the future; the cyclicality of capital spending of the company's customers, including in the semiconductor industry and lack of long-term customer contracts; the company's dependence on the continued growth of the intelligent automation market; the company's highly competitive industry; rapid technological change within the intelligent automation industry; the lengthy sales cycles for the company's products; the company's significant fixed costs which are not easily reduced; 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 acquisitions, including integration risks associated with our previous acquisitions; the risks associated with product defects; the potential delays associated with the development and introduction of new products or software releases; or decreased acceptance of the company's new or current products in the marketplace. In addition, management's estimate of cash available during any fiscal quarter is based upon its estimates as to the timing of cash receipts and when its obligations become due during the fiscal quarter. If management's estimates of timing or amounts prove inaccurate, the company could consume substantially all of its cash. For a discussion of additional risk factors relating to Adept's business, see Adept's annual report on Form 10-K for the fiscal year ended June 30, 2002, as amended, and Adept's quarterly reports on Form 10-Q for the fiscal quarter ended September 28, 2002, and December 28, 2002, as amended, including the discussion in Management's Discussion and Analysis of Financial Condition and Results of Operations contained therein. Adept Technology, Inc. designs, manufactures and markets intelligent production automation solutions to its customers in many industries including the food, communications, automotive, appliance, semiconductor, photonics, and life sciences industries. Adept products are used for small parts assembly, material handling and ultra precision process applications and include robot mechanisms, real-time vision and motion controls, machine vision systems, system design software, process knowledge software, precision solutions and other flexible automation equipment. Adept was incorporated in California in 1983. More information is available at www.adept.com. ADEPT TECHNOLOGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (In thousands, except per share data) Three months ended Nine months ended -------------------- --------------------- March 29, March 30, March 29, March 30, 2003 2002 2003 2002 ----------- -------- ----------- --------- (unaudited) (unaudited) Net revenues $12,477 $14,588 $33,500 $42,404 Cost of revenues 9,000 9,856 25,029 27,765 ----------- -------- ----------- --------- Gross margin 3,477 4,732 8,471 14,639 Operating expenses: Research, development and engineering 2,916 5,008 9,509 15,432 Selling, general and administrative 5,092 7,192 18,015 22,025 Restructuring expenses 2,020 5,323 3,156 17,659 Amortization of other intangibles 185 216 533 575 ----------- -------- ----------- --------- Total operating expenses 10,213 17,739 31,213 55,691 ----------- -------- ----------- --------- Operating loss (6,736) (13,007) (22,742) (41,052) Interest income (expense), net (16) 123 193 344 ----------- -------- ----------- --------- Loss before income taxes and cumulative effect of change in accounting principle (6,752) (12,884) (22,549) (40,708) Provision for (benefit from) income taxes - (2,935) 31 (2,789) ----------- -------- ----------- --------- Net loss before cumulative effect of change in accounting principle (6,752) (9,949) (22,580) (37,919) Cumulative effect of change in accounting principle (1) - - - (9,973) ----------- -------- ----------- --------- Net loss $(6,752) $(9,949) $(22,580) $(47,892) =========== ======== =========== ========= Net loss per share: Before cumulative effect of change in accounting principle Basic ($ 0.44) ($ 0.72) ($ 1.53) ($ 2.78) =========== ======== =========== ========= Diluted ($ 0.44) ($ 0.72) ($ 1.53) ($ 2.78) =========== ======== =========== ========= After cumulative effect of change in accounting principle Basic ($ 0.44) ($ 0.72) ($ 1.53) ($ 3.51) =========== ======== =========== ========= Diluted ($ 0.44) ($ 0.72) ($ 1.53) ($ 3.51) =========== ======== =========== ========= Number of shares used in computing per share amounts: Basic 15,225 13,829 14,765 13,648 =========== ======== =========== ========= Diluted 15,225 13,829 14,765 13,648 =========== ======== =========== ========= ADEPT TECHNOLOGY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) March 29, June 30, 2003 2002 ----------- ---------- (unaudited) ASSETS Current assets: Cash, cash equivalents and short term investments $1,739 $21,681 Accounts receivable, less allowance for doubtful accounts of $910 at March 29, 2003 and $832 at June 30, 2002 13,173 12,500 Inventories 9,846 11,189 Prepaid expenses and other current assets 1,767 854 ----------- ---------- Total current assets 26,525 46,224 Property and equipment at cost 12,099 12,688 Less accumulated depreciation and amortization 8,380 6,965 ----------- ---------- Net property and equipment 3,719 5,723 Goodwill 7,671 6,889 Other intangibles, net 1,371 1,124 Other assets 2,152 2,534 ----------- ---------- Total assets $41,438 $62,494 =========== ========== LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $8,978 $6,561 Other current liabilities 6,895 10,428 Accrued restructuring charges 3,257 1,909 ----------- ---------- Total current liabilities 19,130 18,898 Commitments and contingencies Long term liabilities: Restructuring charges 444 1,450 Other long term liabilities 2,100 1,242 Redeemable convertible preferred stock 25,000 25,000 Total shareholders' equity (5,236) 15,904 ----------- ---------- Total liabilities and shareholders' equity $41,438 $62,494 =========== ========== CONTACT: Adept Technology, Inc Michael Overby, 925/245-3423 (CFO) investor.relations@adept.com -----END PRIVACY-ENHANCED MESSAGE-----