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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______ to _______
Commission File No. 0-27122
ADEPT TECHNOLOGY, INC.
----------------------
(Exact name of Registrant as specified in its charter)
California 94-29000635
- - --------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
150 Rose Orchard Way
San Jose, California 95134
- - --------------------------------------- ------------------------------------
(Address of Principal executive offices) (Zip Code)
(408) 432-0888
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and, (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
----- -----
The number of shares of the Registrant's common stock outstanding as of March
30, 1996 was 7,551,788.
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<PAGE>
<TABLE>
ADEPT TECHNOLOGY, INC.
INDEX
<CAPTION>
Page
----
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets
March 30, 1996 and June 30, 1995............................................................ 3
Condensed Consolidated Statements of Income
Three months and nine months ended March 30, 1996 and April 1, 1995......................... 4
Condensed Consolidated Statements of Cash Flows
Nine months ended March 30, 1996 and April 1, 1995.......................................... 5
Notes to Condensed Consolidated Financial Statements.......................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........... 8
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................................................................ 11
Signatures...................................................................................... 12
Index to Exhibits............................................................................... 13
</TABLE>
2
<PAGE>
ADEPT TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
March 30, June 30,
1996 1995(1)
------- --------
(unaudited) (audited)
ASSETS
Current assets:
Cash and cash equivalents $ 9,875 $ 5,912
Short term investments 3,900 2,900
Accounts receivable, less allowance for
doubtful accounts of
$483 at March 30, 1996 and $482 at
June 30, 1995 18,257 13,592
Inventories 14,477 8,787
Deferred tax assets and prepaid expenses 2,078 1,142
------- --------
Total current assets 48,587 32,333
Property and equipment at cost:
Computer equipment 3,017 2,849
Office furniture and equipment 1,552 1,438
Machinery and equipment 10,169 8,496
------- --------
14,738 12,783
Less accumulated depreciation and amortization 10,248 8,866
------- --------
Net property and equipment 4,490 3,917
Intangible assets related to acquisition of
Silma Incorporated, net of
accumulated amortization of $230 at
March 30,1996 1,243 1,473
Other assets 1,057 648
------- --------
Total assets $55,377 $38,371
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 6,432 $ 6,785
Other accrued liabilities 8,334 5,502
Current portion of obligations under
capital leases 140 289
------- --------
Total current liabilities 14,906 12,576
Obligations under capital leases 42 117
Commitments and contingencies
Shareholders' equity:
Preferred stock, no par value:
5,000 shares authorized, none issued and
outstanding - -
Convertible preferred stock, no par value:
4,372 shares authorized at June 30, 1995;
4,043 issued and outstanding at June 30,1995,
none at March 30, 1996 - 30,185
Common stock, no par value:
25,000 shares authorized; 7,552 and 2,120
issued and outstanding at March 30,
1996 and June 30, 1995, respectively 44,324 3,977
Accumulated deficit (3,880) (8,337)
------- --------
40,444 25,825
Less notes receivable from shareholders 15 147
------- --------
Total shareholders' equity 40,429 25,678
------- --------
Total liabilities and shareholders' equity $55,377 $38,371
======= =======
(1) Amounts derived from the Company's audited financial statements for the year
ended June 30, 1995.
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
ADEPT TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(In thousands, except per share data)
Three months ended Nine months ended
---------------------- ---------------------
March 30, April 1, March 30, April 1,
1996 1995 1996 1995
-------- -------- -------- --------
Net revenues $ 20,800 $ 15,016 $ 61,214 $ 42,345
Cost of revenues 11,852 8,937 35,133 24,693
-------- -------- -------- --------
Gross margin 8,948 6,079 26,081 17,652
Operating expenses:
Research, development and
engineering 2,112 1,587 6,131 4,794
Selling, general and administrative 5,126 3,674 14,912 10,674
-------- -------- -------- --------
Total operating expenses 7,238 5,261 21,043 15,468
-------- -------- -------- --------
Operating income 1,710 818 5,038 2,184
Interest income, net 210 130 344 284
-------- -------- -------- --------
Income before provision for
income taxes 1,920 948 5,382 2,468
Provision for (benefit from)
income taxes 325 (138) 925 (360)
-------- -------- -------- --------
Net income $ 1,595 $ 1,086 $ 4,457 $ 2,828
======== ======== ======== ========
Net income per share $ .19 $ .17 $ .59 $ .44
======== ======== ======== ========
Shares used in computing net
income per share 8,357 6,408 7,508 6,401
======== ======== ======== ========
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
ADEPT TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
Nine months ended
-----------------------
March 30, April 1,
1996 1995
-------- --------
Cash flows from operating activities:
Net income $ 4,457 $ 2,828
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,737 1,118
(Gain) Loss on disposal of property and equipment (12) 74
Changes in operating assets and liabilities:
Accounts receivable (4,665) (45)
Inventories (5,690) (935)
Deferred tax assets and prepaid expense (936) (1,072)
Other assets (441) 3
Accounts payable (353) 1,203
Accrued liabilities 2,832 610
-------- --------
Total Adjustments (7,528) 956
-------- --------
Net cash provided by (used in) operating
activities (3,071) 3,784
-------- --------
Cash flows from investing activities:
Purchase of property and equipment, net (2,049) (1,227)
Proceeds from the sale of property and equipment 13 --
Purchases of available for sale investments (1,000) --
-------- --------
Net cash used in investing activities (3,036) (1,227)
-------- --------
Cash flows from financing activities:
Principal payment for capital lease obligations (224) (138)
Proceeds from issuance of common stock under
initial public offering and employee stock
incentive program, net of repurchases,
cancellations and payments of notes receivable
from shareholders 10,294 15
-------- --------
Net cash provided by (used in) financing activities 10,070 (123)
-------- --------
Net increase in cash and cash equivalents 3,963 2,434
Cash and cash equivalents, beginning of period 5,912 6,677
-------- --------
Cash and cash equivalents, end of period $ 9,875 $ 9,111
======== ========
Cash paid during the period for:
Interest $ 38 $ 30
Taxes $ 796 $ 102
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
ADEPT TECHNOLOGY, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)
(in thousands)
1. General
The accompanying condensed consolidated financial statements have been
prepared in conformity with generally accepted accounting principles.
However, certain information or footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the
rules and regulations of the Securities and Exchange Commission. The
information furnished in this report reflects all adjustments which, in
the opinion of management, are necessary for a fair statement of the
consolidated financial position, results of operations and cash flows
as of and for the interim periods. Such adjustments consist of items of
a normal recurring nature. The condensed consolidated financial
statements included herein should be read in conjunction with the
unaudited interim financial statements for the three months ended
September 30, 1995 and the audited financial statements and notes
thereto for the fiscal year ended June 30, 1995 included in the
Company's Registration Statement on Form S-1 as declared effective by
the Securities and Exchange Commission on December 15, 1995 (Reg. No.
33-98816). Results of operations for interim periods are not
necessarily indicative of the results of operations that may be
expected for the full fiscal year ending June 30, 1996 or for any other
future period.
2. Public Offerings
On December 20, 1995 the Company closed an initial public offering of
1,250,000 shares of its common stock. At that time, all issued and
outstanding shares of the Company's Series A, B, C and D convertible
preferred stock were converted into 4,067,422 shares of the Company's
common stock.
3. Financial Instruments
In May 1993, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" (FAS No. 115). FAS No. 115
requires the Company to determine the appropriate classification of its
investments in debt and equity securities at the time of purchase and
to reevaluate such classification as of each balance sheet date. The
Company's short term investments consist of money market auction rate
preferred stock with maturities of one year or less. They are
classified as available for sale, and as such are carried at fair
value. Fair value is based upon quoted market prices on the last day of
the fiscal period. The cost of debt securities sold is based on the
specific identification method. The Company had no investments in
equity securities at June 30, 1995 and March 30, 1996. During fiscal
year 1995 and the three months and nine months ended March 30, 1996,
realized and unrealized gains and losses on available for sale
investments were not material. Due to insignificant differences between
the cost and fair value of the Company's investments, the adoption of
FAS No. 115 had no material effect on the Company's investments at July
1, 1994. In accordance with FAS No. 115, prior period financial
statements have not been restated.
6
<PAGE>
ADEPT TECHNOLOGY, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)
(in thousands)
4. Inventories
Inventories are summarized as follows:
March 30, June 30,
1996 1995
--------- ---------
Raw materials $ 8,761 $ 4,877
Work-in-process 3,734 2,473
Finished goods 1,982 1,437
--------- ---------
$ 14,477 $ 8,787
========= =========
5. Income taxes
The Company provides for income taxes during interim reporting periods
based upon an estimate of its annual effective tax rate. This estimate
reflects the benefits of federal and state net operating loss and tax
credit carryforwards and adjustments to the valuation allowance related
to the realizability of the Company's deferred tax assets, offset by
taxes on the Company's foreign operations.
6. Net income per share
Net income per share is computed using the weighted average number of
shares of common stock and dilutive common equivalent shares from
convertible preferred stock (using the if-converted method) and from
stock options and warrants (using the treasury stock method). Pursuant
to the Securities and Exchange Commission Staff Accounting Bulletins,
common stock and common equivalent shares issued by the Company at
prices below the assumed initial public offering (IPO) price during the
twelve-month period preceding the date of the initial filing of the
registration statement have been included in the calculation of common
equivalent shares, using the treasury stock method based on an assumed
IPO price, as if they were outstanding for all periods presented prior
to the IPO date.
7. Contingencies
The Company has from time to time received communications from third
parties asserting that the Company is infringing certain patents and
other intellectual property rights of others or seeking indemnification
against such alleged infringement. There is presently no litigation
involving such claims, and the Company believes that the ultimate
resolution, if any, of these matters will not have a material adverse
effect on its financial position, results of operations or cash flows.
There can be no assurance that these or other future communications
will not result in protracted or costly litigation or can be settled on
commercially reasonable terms. While it may be necessary or desirable
in the future to obtain licenses relating to one or more of its
products, or relating to current or future technologies, there can be
no assurance that the Company will be able to do so on commercially
reasonable terms, or at all.
7
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
The Company designs, manufactures and markets intelligent automation software
and hardware products for assembly, material handling and packaging
applications. The Company's products currently include machine controllers for
robot mechanisms and other flexible automation equipment, machine vision
systems, simulation software and a family of mechanisms including robots and
linear modules. In addition, the Company recently introduced a vision-based
flexible part feeder. The Company's net revenues have increased over time as its
robot product lines have grown, its advanced software and sensing technologies
have enabled robots to perform a wider range of functions and the Company has
expanded its channel of system integrators. In fiscal 1994 the Company began
selling significant volumes of its software and controller products to OEMs. In
addition, net revenues from international sales have increased as the Company
has expanded its international sales and marketing operations.
The Company sells its products through system integrators, its direct sales
force and OEMs. System integrators and OEMs add application-specific hardware
and software to the Company's products, thereby enabling the Company to provide
solutions to a diversified industry base, including the electronics,
telecommunications, appliances, pharmaceutical, food processing and automotive
components industries. Net revenues have increased in each of the Company's last
three fiscal years; however, there can be no assurance that the Company's net
revenues will continue to grow or that the Company will be profitable in future
periods. Accordingly, the Company's historical results of operations should not
be relied upon as an indication of future performance.
In June 1995 the Company purchased the assets and assumed the liabilities of
SILMA Incorporated ("Silma"), a developer of simulation software. The
acquisition was accounted for under the purchase method of accounting.
Results of Operations
Three Month and Nine Month Periods Ended March 30, 1996 and April 1, 1995
Net revenues. The Company's net revenues increased by 38.5% to $20.8 million for
the three months ended March 30, 1996 from $15.0 million for the three months
ended April 1, 1995. The Company's net revenues increased by 44.6% to $61.2
million for the nine months ended March 30, 1996 from $42.3 million for the nine
months ended April 1, 1995. The growth in net revenues for both periods was
primarily attributable to increased service and upgrade revenues, higher
shipments of existing products and, to a lesser extent, increased net revenues
from simulation software. International sales, including sales to Canada, were
$8.9 million or approximately 42.9% of net revenues for the three months ended
March 30, 1996 as compared with $5.9 million or 39.3% of net revenues for three
months ended April 1, 1995. International sales, including sales to Canada, were
$23.9 million or approximately 39.1% of net revenues for the nine months ended
March 30, 1996 as compared with $16.6 million or 39.3% of net revenues for the
nine months ended April 1, 1995. For the three months ended March 30, 1996, the
Company began volume shipments of CE Certified SCARA robots and MV controllers
to Europe. These products have been officially certified as fully complying with
new rigorous safety standards that have recently taken effect throughout Europe.
Although net revenues increased in the three months ended March 30, 1996, the
Company did experience moderation in its overall growth rate as compared to the
Company's growth rate in prior quarters. See "Significant Fluctuations in
Operating Results." In addition, although the Company's Silma division
contributed to the Company's overall revenue growth in the three months ended
March 30, 1996, some of the financial synergies the Company anticipated would
arise from the acquisition of Silma are taking longer to realize than originally
expected. As a result, the Company implemented a management reorganization of
the Silma division during the third quarter of fiscal 1996 to better integrate
the division's activities into the Company, and the Company has launched a new
marketing program targeted at new customers.
8
<PAGE>
Gross margin. Gross margin percentage was 43.0% for the three months ended March
30, 1996 and 40.5% for the three months ended April 1, 1995. Gross margin
percentage was 42.6% for the nine months ended March 30, 1996 and 41.7% for the
nine months ended April 1, 1995. The increase in gross margin was primarily
attributable to an increased percentage of sales of higher margin option and
upgrade hardware products as well as higher gross margins on simulation software
products from the Company's Silma division of which there were none in fiscal
1995. Additionally, lower margin mechanism revenue declined quarter to quarter.
The Company expects that it will continue to experience quarterly fluctuations
in gross margin percentage due to changes in its sales and product mix.
Research, Development and Engineering. Research, development and engineering
expenses increased by 33.1% to $2.1 million for the three months ended March 30,
1996 from $1.6 million for the three months ended April 1, 1995. The Company's
research, development and engineering expenses increased by 27.9% to $6.1
million for the nine months ended March 30, 1996 from $4.8 million for the nine
months ended April 1, 1995. The increase in research, development and
engineering expenses for both comparable periods is primarily attributable to
the addition of the research and development expenses of the Company's Silma
division. In addition, for the three and nine month periods of fiscal 1996,
research, development and engineering expenses were partially offset by $260,000
and $559,000, respectively, of third party development funding. The Company
expects that it will continue to receive third party development funding from
the federal and California state governments during fiscal 1996, but there can
be no assurance that any funds budgeted by either government for the Company's
development projects will not be curtailed or eliminated at any time. As a
percentage of net revenues, research, development and engineering expenses
decreased to 10.2% for the three months ended March 30, 1996 from 10.6% in the
three months ended April 1, 1995. As a percentage of net revenues, research,
development and engineering expenses decreased to 10.0% for the nine months
ended March 30, 1996 from 11.3% for the nine months ended April 1, 1995.
Research, development and engineering expenses as a percentage of net revenues
declined because the increase in research, development and engineering expenses
was more than offset by the increase in net revenues.
Selling, General and Administrative. Selling, general and administrative
expenses increased 39.5% to $5.1 million or 24.6% of net revenues for the three
months ended March 30, 1996, as compared with $3.7 million or 24.5% of net
revenues for the three months ended April 1, 1995. Selling, general and
administrative expenses increased 39.7% to $14.9 million or 24.4% of net
revenues for the nine months ended March 30, 1996, as compared with $10.7
million or 25.2% of net revenues for the nine months ended April 1, 1995. This
increased spending was primarily attributable to the addition of the Company's
Silma division, and to a lesser extent, to increased headcount and sales
commissions associated with the Company's higher revenue levels, additional
administrative expenses associated with being a public company and a higher
employee incentive bonus accrual. The Company expects that selling, general and
administrative expenses will continue to increase in absolute dollars in future
periods, although as a percentage of net revenues, selling, general and
administrative expenses may fluctuate in future periods.
Interest Income (Expense), Net. Interest income, net for the three months ended
March 30, 1996 was $210,000, compared to $130,000 for the three months ended
April 1, 1995. Interest income, net for the nine months ended March 30, 1996 was
$344,000, compared to $284,000 for the nine months ended April 1, 1995. The
increase in each period was due to additional interest income earned by the
investment of cash proceeds from the Company's initial public offering in
December 1995.
Provision for (Benefit from) Income Taxes. The Company recorded a tax benefit of
$360,000 for the nine month period ended April 1, 1995 due to the utilization of
net operating loss carryforwards and a reduction in the valuation allowance for
deferred tax assets. The Company's effective tax rate for the three month and
nine month periods ended March 30, 1996 was 17%. The Company's tax rate differs
from the statutory income tax rate primarily due to the utilization of tax
credit carryforwards and to a reduction in the valuation allowance for deferred
tax assets, partially offset by taxes on the Company's foreign operations.
9
<PAGE>
Significant Fluctuations in Operating Results
The Company's operating results have historically been, and will continue to be,
subject to significant quarterly and annual fluctuations due to a number of
factors, including fluctuations in capital spending domestically and
internationally or in one or more industries to which the Company sells its
products, new product introductions by the Company or its competitors, changes
in product mix and pricing by the Company, its suppliers or its competitors,
availability of components and raw materials, failure to manufacture a
sufficient volume of products in a timely and cost-effective manner, failure to
introduce new products on a timely basis, failure to anticipate changing
customer product requirements, lack of market acceptance or shifts in the demand
for the Company's products, changes in the mix of sales by distribution channel,
changes in the spending patterns of the Company's customers, and extraordinary
events such as litigation or acquisitions. The Company's gross margins may vary
greatly depending on the mix of sales of lower margin hardware products,
particularly mechanical subsystems sourced from third parties, and higher margin
software products. The Company's operating results will also be affected by
general economic and other conditions affecting the timing of customer orders
and capital spending. The Company generally recognizes product revenue upon
shipment or, for certain international sales, upon receipt by the customer. The
Company's net revenues and results of operations for a fiscal period will
therefore be affected by the timing of orders received and orders shipped during
such period. A delay in shipments near the end of a fiscal period, due for
example to product development delays or to delays in obtaining materials, could
materially adversely affect the Company's business, financial condition and
results of operations for such period. Moreover, continued investments in
research and development, capital equipment and ongoing customer service and
support capabilities will result in significant fixed costs which the Company
will not be able to reduce rapidly and, therefore, if the Company's sales for a
particular fiscal period are below expected levels, the Company's business,
financial condition and results of operations for such fiscal period could be
materially adversely affected. There can be no assurance that the Company will
be able to increase or sustain profitability on a quarterly or annual basis in
the future.
The Company has experienced and is expected to continue to experience
seasonality in product bookings. The Company has historically had higher
bookings for its products during the June quarter of each fiscal year and lower
bookings during the September quarter of each fiscal year, due primarily to the
slowdown in sales to European markets. In the past the Company has generally
been able to maintain revenue levels during the September fiscal quarter by
utilizing backlog from the June fiscal quarter. In the event bookings for the
Company's products in the June fiscal quarter were lower than anticipated and
the Company's backlog at the end of the June fiscal quarter was insufficient to
compensate for lower bookings in the September fiscal quarter, the Company's
results of operations for the September fiscal quarter and future quarters could
be materially adversely affected.
In addition, a significant percentage of the Company's product shipments occur
in the last month of each fiscal quarter. Historically this has been due to a
lack of component availability from sole or single source suppliers or, with
respect to components with long procurement lead times, due to inaccurate
forecasting of the level of demand for the Company's products or of the product
mix for a particular fiscal quarter. The Company has therefore from time to time
been required to utilize components and other materials for current shipments
which were scheduled to be incorporated into products to be shipped in
subsequent periods. If the Company were unable to obtain additional components
or mechanical subsystems to meet increased demand for its products, or to meet
demand for a product mix which differed from the forecasted product mix, or if
for any reason the Company failed to ship sufficient product prior to the end of
the fiscal quarter, the Company's business, financial condition and results of
operations could be materially adversely affected.
Liquidity and Capital Resources
The Company completed its initial public offering of Common Stock in December
1995, raising approximately $10.1 million net of offering expenses. Prior to
that, the Company financed its operations through private sales of equity
securities, capital equipment leases, bank lines of credit and cash flow from
operations.
10
<PAGE>
The Company's operating activities used cash of $3.1 million and provided cash
of $3.8 million for the nine months ended March 30, 1996 and April 1, 1995,
respectively. The cash used in operations in the nine months ended March 30,
1996 primarily related to the increase in accounts receivable and inventory
associated with higher net revenues and was partially offset by net income as
adjusted by the effects of depreciation and amortization.
Net cash used in investing activities was $3.0 million for the nine months ended
March 30, 1996, due to purchases of short term investments aggregating $1.0
million and purchases of property and equipment aggregating $2.0 million. The
Company currently anticipates spending during fiscal 1996 approximately $1.3
million for test fixtures, tooling and other factory investments and
approximately $1.2 million for laboratory and other equipment. In addition, the
Company currently expects to acquire a new MIS system during the next three
months with implementation anticipated over the next twelve months, and
estimates that such system and its implementation will cost an aggregate of $2.0
to $2.5 million, with expenditures relating to such system currently expected to
approximate $900,000 in the fourth quarter of fiscal 1996.
As of March 30, 1996 the Company had working capital of approximately $33.7
million, including $9.9 million in cash and cash equivalents and $3.9 million in
short term investments. The Company believes that the existing cash and cash
equivalent balances as well as short term investments and anticipated cash flow
from operations will be sufficient to support the Company's working capital
requirements for at least the next twelve months.
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) The Exhibits listed on the accompanying index immediately
following the signature page are filed as part of this report.
(b) Reports on Form 8-K. No reports on Form 8-K were filed by the
Company during the quarter ended March 30, 1996.
11
<PAGE>
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, thereunto duly authorized.
ADEPT TECHNOLOGY, INC.
Date: May 14, 1996 By: /s/ Brian R. Carlisle
------------------------------------------------------
Brian R. Carlisle
Chairman of the Board and Chief Executive Officer
Date: May 14, 1996 By: /s/ Betsy A. Lange
------------------------------------------------------
Betsy A. Lange
Vice President of Finance and Chief Financial
Officer
12
<PAGE>
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBITS PAGE
- - -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
3.1 (1) Restated Articles of Incorporation of Registrant.
3.2 (1) Bylaws of the Registrant, as amended to date.
10.1 (1) 1983 Stock Incentive Program, and form of agreements thereto.
10.2 (1) 1993 Stock Option Plan, and form of agreement thereto.
10.3 (1) 1995 Employee Stock Purchase Plan, and form of agreement thereto.
10.4 (1) 1995 Director Stock Option Plan, and form of agreement thereto.
10.5 (1) Form of Indemnification Agreement between the Registrant and its officers
and directors.
10.6.1 (1) Lease Agreement between Registrant and Technology Associates I
dated July 18, 1986, as amended.
10.6.2 (1) Office Building Lease between Registrant and Puente Hills
Business Center II dated May 20, 1993, as amended.
10.6.3 (1) Standard Office Lease - Gross between SILMA Incorporated and
South Bay/Copley Joint Venture dated November 11, 1992.
10.7 (1) Loan Payoff Plan dated August 3, 1993 between the Registrant and Charles Duncheon.
11.1 Statement of Computation of Net Income Per Share . 14
21.1 (1) Subsidiaries of the Registrant.
27 Financial Data Schedule. 15
<FN>
(1) Incorporated by reference to the exhibits filed with the Company's Registration Statement on Form S-1
(No. 33-98816), effective December 11, 1995.
</FN>
</TABLE>
13
Exhibit 11.1
ADEPT TECHNOLOGY, INC.
Statement of Computation of Net Income Per Share
(in thousands, except per share data)
(unaudited)
Three months ended Nine months ended
------------------- -----------------
March 30, April 1, March 30, April 1,
1996 1995 1996 1995
------- ------ ------ ------
Net income $1,595 $1,086 $4,457 $2,828
====== ====== ====== ======
Weighted average common stock outstanding 7,537 5,661 6,769 5,656
Weighted average common stock equivalent 820 651 707 648
Shares related to SAB No. 55, 64, and 83 -- 97 32 97
------- ------ ------ ------
Shares use to compute net income per share 8,357 6,408 7,508 6,401
====== ====== ====== ======
Net income per common share $ .19 $ .17 $ .59 $ .44
====== ====== ====== ======
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FORM THE
CONSOLIDATED CONDENSED BALANCE SHEET AS OF MARCH 30, 1996 AND THE
CONSOLIDATED CONSENSED STATEMENT OF INCOME FOR THE NINE MONTHS ENDED MARCH
30, 1996 AND IS IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> MAR-30-1996
<CASH> 9,875
<SECURITIES> 3,900
<RECEIVABLES> 18,740
<ALLOWANCES> 483
<INVENTORY> 14,477
<CURRENT-ASSETS> 48,587
<PP&E> 14,738
<DEPRECIATION> 10,248
<TOTAL-ASSETS> 55,377
<CURRENT-LIABILITIES> 14,906
<BONDS> 0
<COMMON> 44,324
0
0
<OTHER-SE> (3,895)
<TOTAL-LIABILITY-AND-EQUITY> 55,377
<SALES> 61,214
<TOTAL-REVENUES> 61,214
<CGS> 26,081
<TOTAL-COSTS> 26,081
<OTHER-EXPENSES> 21,043
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 38
<INCOME-PRETAX> 5,382
<INCOME-TAX> 925
<INCOME-CONTINUING> 4,457
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,457
<EPS-PRIMARY> .59
<EPS-DILUTED> .59
</TABLE>
