ADEPT TECHNOLOGY INC
10-Q, 1998-11-10
SPECIAL INDUSTRY MACHINERY, NEC
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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 September 26, 1998

                                       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                               94-2900635
- ----------------------------------------  --------------------------------------
    (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
September 26, 1998 was 8,533,824.


- --------------------------------------------------------------------------------

<PAGE>

<TABLE>

                                               ADEPT TECHNOLOGY, INC.

                                                        INDEX
<CAPTION>



                                                                                                               Page
                                                                                                               ----
<S>                                                                                                              <C>>
PART I - FINANCIAL INFORMATION

    Item 1.   Condensed Consolidated Financial Statements

                Condensed Consolidated Balance Sheets
                  September 26, 1998 and June 30, 1998........................................................    3


                Condensed Consolidated Statements of Income
                  Three months ended September 26, 1998 and September 27, 1997................................    4


                Condensed Consolidated Statements of Cash Flows
                  Three months ended September 26, 1998 and September 27, 1997................................    5


                Notes to Condensed Consolidated Financial Statements..........................................    6



    Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations...........    9



PART II - OTHER INFORMATION

    Item 4.   Submission of Matters to a Vote of Security Holders ............................................   19


    Item 6.   Exhibits and Reports on Form 8-K................................................................   19

              Signatures......................................................................................   20

              Index to Exhibits...............................................................................   21

</TABLE>

                                                         2

<PAGE>

<TABLE>
                                          ADEPT TECHNOLOGY, INC.
                                   CONDENSED CONSOLIDATED BALANCE SHEETS
                                              (in thousands)
<CAPTION>
                                                                          September 26,       June 30,
                                                                             1998               1998 (1)
                                                                       -------------        -------------
                                                                         (unaudited)           (audited)
<S>                                                                    <C>                  <C>
ASSETS

Current assets:
     Cash and cash equivalents                                         $      8,529         $      9,603
     Short-term investments                                                  12,186               11,300
     Accounts receivable, less allowance for doubtful accounts of
        $549 at September 26, 1998 and $452 at June 30, 1998                 19,293               19,904
     Inventories                                                             14,487               15,190
     Deferred tax assets and prepaid expenses                                 4,712                4,766
                                                                       -------------        -------------
           Total current assets                                              59,207               60,763

Property and equipment at cost                                               22,656               22,138
Less accumulated depreciation and amortization                               16,495               16,285
                                                                       -------------        -------------
Net property and equipment                                                    6,161                5,853


Other assets                                                                  1,577                1,342
                                                                       -------------        -------------
           Total assets                                                $     66,945         $     67,958
                                                                       =============        =============

LIABILITIES AND SHAREHOLDERS' EQUITY

 Current liabilities:
     Accounts payable                                                  $      5,917         $      5,226
     Other accrued liabilities                                                9,471               10,063
                                                                       -------------        -------------

           Total current liabilities                                         15,388               15,289

Commitments and contingencies Shareholders' equity:
     Preferred stock, no par value:
        5,000 shares authorized, none issued and outstanding                      -                    -
     Common stock, no par value:
        25,000 shares authorized; 8,534 and 8,723 issued and 
           outstanding at September 26, 1998 and June 30, 1998,
           respectively                                                      48,864               50,225
     Retained earnings                                                        2,693                2,444
                                                                       -------------        -------------
           Total shareholders' equity                                        51,557               52,669
                                                                       -------------        -------------

           Total liabilities and shareholders' equity                  $     66,945         $     67,958
                                                                       =============        =============
<FN>
(1)     Amount derived from the Company's audited financial statements for the year ended June 30, 1998


                  See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>

                                                     3
<PAGE>

<TABLE>
                                          ADEPT TECHNOLOGY, INC.
                                CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                                (unaudited)
                                   (in thousands, except per share data)
<CAPTION>
                                                                              Three months ended
                                                                      ------------------------------------
                                                                      September 26,          September 27,
                                                                           1998                  1997
                                                                      --------------        --------------
<S>                                                                   <C>                   <C>          
Net revenues                                                          $      20,197         $      25,982
Cost of revenues                                                             11,296                14,971
                                                                      --------------        --------------
Gross margin                                                                  8,901                11,011
Operating expenses:
      Research, development and engineering                                   2,471                 2,382
      Selling, general and administrative                                     5,659                 6,579
                                                                      --------------        --------------
Total operating expenses                                                      8,130                 8,961
                                                                      --------------        --------------

Operating income                                                                771                 2,050
                                                                                             
Interest income, net                                                            215                   256
                                                                      --------------        --------------

Income before provision for income taxes                                        986                 2,306

Provision for income taxes                                                      394                   923
                                                                      --------------        --------------

Net income                                                            $         592         $       1,383
                                                                      ==============        ==============

Basic net income per share                                            $         .07         $         .17
                                                                      ==============        ==============

Diluted net income per share                                          $         .07         $         .16
                                                                      ==============        ==============

Shares used in computing basic net income per share                           8,655                 8,265
                                                                      ==============        ==============

Shares used in computing diluted net income per share                         8,706                 8,829
                                                                      ==============        ==============

<FN>
     See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
                                       4

<PAGE>

<TABLE>
                                        ADEPT TECHNOLOGY, INC.
                            CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS
                                              (unaudited)
                                            (in thousands)
<CAPTION>

                                                                            Three months ended
                                                                      -------------------------------
                                                                      September 26,     September 27,
                                                                          1998              1997
                                                                      -------------     -------------
<S>                                                                   <C>               <C>
Operating activities
     Net income                                                       $        592      $      1,383
     Adjustments to reconcile net income to net cash
         provided by (used in) operating activities:
         Depreciation and amortization                                         743               719
         (Gain)/ loss on disposal of property and equipment                     (2)               95
         Tax benefit from stock plans                                            -                53
         Changes in operating assets and liabilities:
             Accounts receivable                                               611            (3,488)
             Inventories                                                       540               307
             Deferred tax assets and prepaid expenses                           54               (71)
             Other assets                                                     (235)              429
             Accounts payable                                                  691             2,630
             Accrued liabilities                                              (605)            1,196
                                                                      -------------     -------------
         Total adjustments                                                   1,797             1,870
                                                                      -------------     -------------
     Net cash provided by operating activities                               2,389             3,253
                                                                      -------------     -------------

Investing activities
     Purchase of property and equipment, net                                  (882)             (730)
     Proceeds from sale of property and equipment                                9                15
     Sales of long-term available for sale investments                           -             1,000
     Purchases of short-term available for sale investments                 (5,686)           (4,012)
     Sales of short-term available for sale investments                      4,800             6,466
                                                                      -------------     -------------
     Net cash provided by (used in) investing activities                    (1,759)            2,739
                                                                      -------------     -------------

Financing activities
     Proceeds from employee stock incentive program                            205               145
     Repurchase of common stock                                             (1,909)                -
                                                                      -------------     -------------
     Net cash provided by (used in) financing activities                    (1,704)              145
                                                                      -------------     -------------

Increase (decrease) in cash and cash equivalents                            (1,074)            6,137
Cash and cash equivalents, beginning of period                               9,603            11,101
                                                                      -------------     -------------
Cash and cash equivalents, end of period                              $      8,529      $     17,238
                                                                      =============     =============


Supplemental disclosure of noncash activities:
     Inventory capitalized into property, equipment and related tax   $        176      $         68
Cash paid during the period for:
     Interest                                                         $          1      $          5
     Taxes                                                            $        215      $        616

<FN>
     See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>

                                        5

<PAGE>


                             ADEPT TECHNOLOGY, INC.


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (in thousands)
                                   (unaudited)



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
         audited  financial  statements  and notes  thereto  for the fiscal year
         ended June 30, 1998 included in the  Company's  Form 10-K as filed with
         the Securities and Exchange  Commission on September 28, 1998.  Results
         of operations for interim periods are not necessarily indicative of the
         results of  operations  that may be expected for the fiscal year ending
         June 30, 1999 or for any other future period.

2.   Financial Instruments

         The Company considers all highly liquid  investments  purchased with an
         original  maturity  of  three  months  or less to be cash  equivalents.
         Short-term  investments consist principally of commercial paper and tax
         exempt municipal bonds with maturities between three and twelve months,
         market  auction  rate  preferred  stock and  auction  rate  notes  with
         maturities  of twelve  months or less.  Investments  are  classified as
         held-to-maturity,   trading,  or  available-for-sale  at  the  time  of
         purchase.


         At  September  26,  1998  and  June  30,  1998,  all of  the  Company's
         investments    in   marketable    securities    were    classified   as
         available-for-sale   and  were  carried  at  fair  market  value  which
         approximated cost.  Material unrealized gains and losses, if any, would
         have been recorded in shareholders'  equity. Fair market value is based
         on quoted market prices on the last day of the fiscal period.  The cost
         of the  securities  is based upon the specific  identification  method.
         Realized  gains or losses,  interest,  and  dividends  are  included in
         interest  income.  During  fiscal year 1998 and the three  months ended
         September  26,  1998,  realized  and  unrealized  gains  and  losses on
         available for sale investments were not material.

3.   Inventories

         Inventories are summarized as follows:
                                                     September 26,     June 30,
                                                         1998            1998
                                                      ---------        ---------

                  Raw materials                       $   7,252        $   7,407
                  Work-in-process                         4,050            4,916
                  Finished goods                          3,185            2,867
                                                      ---------        ---------

                                                      $  14,487        $  15,190
                                                      =========        =========

                                       6

<PAGE>

                             ADEPT TECHNOLOGY, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (in thousands)
                                   (unaudited)



4.   Property and Equipment

         Cost of property and equipment is summarized as follows:

                                                   September 26,       June 30,
                                                       1998              1998  
                                                     ---------        ---------

                  Machinery and equipment            $  12,861        $  12,395
                  Computer equipment                     7,037            7,040
                  Office furniture and equipment         2,758            2,703
                                                     ---------        ---------
                                                     $  22,656        $  22,138
                                                     =========        =========

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  utilization  of tax  credits,  offset  by  taxes  on the
         Company's foreign operations.

6.   Repurchase of Shares

         In August 1998, the Board of Directors  (Board)  authorized the Company
         to repurchase up to 450,000 shares of the Company's Common Stock on the
         open market or in privately negotiated  transactions.  During the first
         quarter of fiscal 1999 the  Company  repurchased  277,500  shares at an
         average per share price of $6.88.  The Company may,  from time to time,
         continue  to  repurchase  additional  shares,  subject  to the  450,000
         aggregate share limitation.

7.   Net Income per Share

         In 1997, the Financial  Accounting  Standards Board issued Statement of
         Financial  Accounting  Standards  No.  128 (SFAS  128),  "Earnings  Per
         Share".  Statement  128 replaced the  previously  reported  primary and
         fully  diluted  earnings per share with basic and diluted  earnings per
         share.  Unlike  primary  earnings per share,  basic  earnings per share
         excludes any dilutive  effects of options,  warrants,  and  convertible
         securities.   Diluted  earnings  per  share  is  very  similar  to  the
         previously  recorded fully diluted earnings per share. All earnings per
         share  amounts  for all  periods  have been  restated to conform to the
         Statement 128 requirement.

                                       7

<PAGE>

                             ADEPT TECHNOLOGY, INC.


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (in thousands)
                                   (unaudited)

<TABLE>
         The  following  table sets forth the  computation  of basic and diluted
earnings per share:
<CAPTION>
                                                                                   Three months ended
                                                                       ------------------------------------------
                                                                       September 26,                September 27,
                                                                           1998                         1997  
                                                                         ---------                   ---------
<S>                                                                      <C>                         <C>
          Numerator:
                Net income                                               $     592                   $   1,383
                                                                         ---------                   ---------

                For basic and diluted earnings per share
                  - income available to common
                        stockholders                                     $     592                   $   1,383
                                                                         =========                   =========

          Denominator:
                For basic earnings per share
                  - weighted average shares                                  8,655                       8,265

                Effect of dilutive securities
                  - employee stock options                                      51                         564
                                                                         ---------                   ---------

                For diluted earnings per share
                  - adjusted weighted average shares
                        and assumed conversion                               8,706                       8,829
                                                                         =========                   =========

</TABLE>

8.   Impact of Recently Issued Accounting Standards

         In June 1997, the Financial Accounting Standards Board issued Statement
         No. 130 (SFAS 130),  "Reporting  Comprehensive  Income". This statement
         requires  that all  items  that are  required  to be  recognized  under
         accounting  standards as components of comprehensive income be reported
         in a financial  statement that is displayed with the same prominence as
         other  financial  statements.  This  statement is effective  for fiscal
         years  beginning  after  December 15, 1997.  Reclassification  of prior
         periods for  comparison  purposes  is  required.  Comprehensive  income
         generally  represents all changes in stockholders'  equity except those
         resulting from investments or  contributions by stockholders.  SFAS 130
         requires unrealized gains or losses on the Company's available-for-sale
         securities,  which  prior  to  adoption  were  reported  separately  in
         stockholders' equity if material, to be included in other comprehensive
         income.  The Company adopted FAS 130 in the quarter ended September 26,
         1998 and  comprehensive  income is materially the same as net income in
         the accompanying condensed consolidated statements of income.

         In addition, during June 1997, the Financial Accounting Standards Board
         issued Statement No. 131 (SFAS 131),  "Disclosures About Segments of an
         Enterprise and Related Information".  This statement replaces Statement
         No. 14 and changes the way public companies report segment information.
         This statement is effective for fiscal years  beginning  after December
         15, 1997 and will be adopted by the Company for the year ended June 30,
         1999. Adoption of this pronouncement is not expected to have a material
         impact on the Company's financial statements.

9.   Reclassification

         Certain amounts  presented in the financial  statements for fiscal 1997
         have been reclassified to conform to the presentation for fiscal 1998.

                                       8

<PAGE>

                             ADEPT TECHNOLOGY, INC.


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS


This report contains  forward-looking  statements  within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934.  These  forward-looking  statements  are  subject to certain  risks and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
historical  results or  anticipated  results,  including  those set forth  under
"Factors Affecting Future Operating Results" under "Management's  Discussion and
Analysis of Financial Condition and Results of Operations" and elsewhere in this
report and the  Company's  Annual  Report on Form 10-K for the fiscal year ended
June 30, 1998,  in  particular  the section  titled  "Factors  Affecting  Future
Operating Results".


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, linear
modules,  vision-based  flexible  part  feeders,  as well as a line of Cartesian
scalable robots targeted for the electronics and assembly  applications markets.
In recent years,  the Company has expanded its robot product lines and developed
advanced software and sensing technologies that have enabled robots to perform a
wider range of  functions.  The Company has also  expanded its channel of system
integrators and its international sales and marketing operations. As a result of
these  developments,  the nature and composition of the Company's  revenues have
changed over time. Specifically, software license and service revenues, although
still  relatively  insignificant,  have  increased  as  a  percentage  of  total
revenues,  and  international  sales  comprise  a  significant  portion  of  the
Company's revenues.

The Company  sells its products  through  system  integrators,  its direct sales
force and original equipment manufacturers ("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 four fiscal years; however, the rates of
increase  have  varied  substantially  from  year to year,  and  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.  Additionally,  the Company's net
revenues have declined in each of the last three fiscal  quarters.  Accordingly,
the Company's  historical  results of operations should not be relied upon as an
indication of future performance.


Results of Operations

Three Month Periods Ended September 26, 1998 and September 27, 1997

Net revenues. The Company's net revenues decreased by 22.3% to $20.2 million for
the three  months  ended  September  26,  1998 from $26.0  million for the three
months  ended  September  27,  1997.  The decrease in net revenues for the three
months ended  September 26, 1998 was primarily due to decreased  product  sales,
including robot and motion  controller  sales, and decreased service and upgrade
revenues.  The  decrease  in revenue  was  partially  offset by an  increase  in
software  revenue.  The  revenue  decline  was seen  throughout  the markets and
industries the Company serves. The Company can not estimate when or if a revival
in its key hardware markets will occur.

                                       9

<PAGE>

                             ADEPT TECHNOLOGY, INC.


International   sales,   including  sales  to  Canada,   were  $9.6  million  or
approximately  47.5% of net revenues for the three  months ended  September  26,
1998 as  compared  with  $10.3  million or 39.5% of net  revenues  for the three
months ended  September  27,  1997.  While the  Company's  direct sales into the
Asian-Pacific  region have been  relatively  insignificant  to date,  the widely
reported  economic  instability  in that region has  affected  certain  domestic
customers who have seen their Asian-Pacific revenues decline. This was a leading
cause in the Company's  declining revenue growth for the period ending September
26, 1998  relative to the three month period of the prior  fiscal year.  Because
international  revenues  constitute a  significant  portion of the Company's net
revenues,  adverse  economic  conditions or instability in foreign markets where
the Company  operates  directly can be expected to have an adverse effect on the
Company's revenues and results of operations.  In addition,  and as noted above,
fluctuations  in  economic  conditions   internationally  can  also  affect  the
Company's  revenues and operating results  indirectly to the extent  significant
customers  of the  Company  (or  industry  segments  on  which  the  Company  is
significantly dependent) are affected by such international fluctuations.

Gross  margin.  Gross  margin  percentage  was 44.1% for the three  months ended
September  26, 1998  compared to 42.4% for the three months ended  September 27,
1997.  The  increase  in gross  margin  percentage  for the three  months  ended
September  26, 1998 was  attributable  primarily  to  increased  sales of higher
margin  software  products,  and to a lesser  extent,  to lower cost of sales on
product  revenue.  The  Company  expects to  continue  to  experience  quarterly
fluctuations  in its gross  margin  percentage  due to  changes in its sales and
product mix.

Research,  Development and  Engineering.  Research,  development and engineering
expenses  increased  by 3.7% to $2.5  million or 12.2% of net  revenues  for the
three months ended  September 26, 1998 from $2.4 million or 9.2% of net revenues
for the three months ended  September 27, 1997.  The increase in the three month
period was primarily due to increases in facilities expenses and depreciation on
capital equipment.  Research, development and engineering expenses for the three
months ended September 26, 1998 were partially offset by $143,000 of third party
development funding as compared with $165,000 of third party development funding
for the three months ended  September 27, 1997. The Company expects that it will
continue to receive third party development  funding from the government as well
as other third parties during fiscal 1999.  There can be no assurance,  however,
that any  funds  budgeted  by the  government  or other  third  parties  for the
Company's  development projects will not be curtailed or eliminated at any time.
Research,  development and engineering  expenses as a percentage of net revenues
fluctuated due to the relative decline in the level of net revenues in the three
months  ended  September  26,  1998 as  compared to the same period in the prior
year.

Selling,  General  and  Administrative.   Selling,  general  and  administrative
expenses  decreased 14.0% to $5.7 million or 28.0% of net revenues for the three
months ended  September  26, 1998, as compared with $6.6 million or 25.3% of net
revenues for the three months ended  September 27, 1997. The decreased  level of
spending  for  the  three  months  ended   September   26,  1998  was  primarily
attributable  to lower headcount and  compensation  related  expenses  including
commissions,  and to a lesser  extent,  foreign  currency gains on balance sheet
remeasurement  and the closure of the Company's Japan office.  Selling,  general
and  administrative  expenses as a percentage of net revenues  fluctuated due to
the  relative  decline in the level of net  revenues in the three  months  ended
September 26, 1998 as compared to the same period in the prior year. The Company
expects that  selling,  general and  administrative  expenses  will  continue to
fluctuate as a percentage of net revenues.

Interest Income,  Net. Interest income, net for the three months ended September
26, 1998 was $215,000, compared to $256,000 for the three months ended September
27, 1997. The decrease in net interest income was due to a higher  concentration
of tax advantaged  investments yielding lower gross interest income in the first
quarter of fiscal 1999.

Provision for Income Taxes. The Company's effective tax rate for the three month
periods ended September 26, 1998 and September 27, 1997 was 40%.

                                       10

<PAGE>

                             ADEPT TECHNOLOGY, INC.


Derivative Financial Instruments.  The Company's product sales are predominantly
denominated in U.S. dollars.  However,  certain international operating expenses
are predominately paid in their respective local currency. The Company generally
does  not  hedge  its  exposure  to  foreign  currency  exchange  risk on  local
operational  expenses and revenues.  Although the Company believes that unhedged
risk associated with foreign currency  fluctuations for those  transactions have
not been  material to date,  there can be no  assurance  that such risk will not
become  material  in the  future  or that the  Company  will not  incur  foreign
exchange  transaction  losses which will have an adverse effect on the Company's
results of operations.  The Company makes  yen-denominated  purchases of certain
components  and  mechanical  subsystems  from Japanese  suppliers.  Based on the
amount of such purchases, current exchange rate fluctuations would not typically
be expected  to result in material  unfavorable  foreign  exchange  transactions
included  in cost of  revenues.  From  time to time,  the  Company  manages  the
currency risk associated with the  yen-denominated  purchases using forward rate
currency contracts.

Liquidity and Capital Resources

As of September 26, 1998, the Company had working capital of approximately $43.8
million,  including $8.5 million in cash and cash  equivalents and $12.2 million
in short-term investments.

The Company's cash requirements during the three months ended September 26, 1998
were met primarily  through cash provided by operations.  Cash, cash equivalents
and investments  decreased $188,000 from June 30, 1998, primarily as a result of
$1.7 million of cash used in financing activities including $1.9 million of cash
used to repurchase  common stock, and to a lesser extent, to $882,000 of capital
expenditures,   offset  by  $2.4  million  of  cash   generated  from  operating
activities. Net cash provided by operating activities was primarily attributable
to net income adjusted by depreciation and amortization,  and decreased accounts
receivable and inventory.

The Company currently  anticipates  capital  expenditures of approximately  $3.5
million during fiscal 1999, including  approximately $800,000 for test fixtures,
tooling and other factory investments,  approximately $600,000 for MIS equipment
and approximately  $2.1 million for laboratory and other equipment.  Included in
the MIS expenditures are costs associated with an enterprise  resource  planning
software system which is intended in part to address issues concerning Year 2000
compliance with the Company's internal MIS systems. This system, if successfully
implemented, is expected to make the Company compliant in regards to Year 2000.

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.

FACTORS AFFECTING FUTURE OPERATING RESULTS

FLUCTUATING OPERATING RESULTS

The Company's  operating  results have been historically 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
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  purchased from
third party vendors and higher margin software products.

                                       11

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                             ADEPT TECHNOLOGY, INC.


The  Company's  operating  results may also be affected by general  economic and
other conditions  affecting the timing of customer orders and capital  spending.
For example,  the Company's  operations  during the third and fourth quarters of
fiscal 1998 and the first  quarter of fiscal 1999 were  adversely  affected by a
continuing  downturn in  hardware  purchases  by  customers  in the  electronics
industry,  particularly  disk-drive  and  telecommunication   manufacturers.  In
connection with that downturn,  the Company was forced to affect a restructuring
program in the fourth  quarter of fiscal 1998. The Company can not estimate when
or if a revival in these key hardware markets will occur. 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.  In addition, in the event
that in some future  fiscal  quarter the  Company's  net  revenues or  operating
results were below the expectations of public market analysts and investors, the
price of the  Company's  common stock 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.

SEASONALITY IN ORDERS

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
filling  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.  For example, as a result of reduced product
bookings in the  quarters  ending  June 30, 1998 and  September  26,  1998,  net
revenues  fell in the quarter  ended  September  26, 1998.  In addition,  during
fiscal 1998 as a whole,  the  Company's  revenues were  adversely  affected by a
decline  in orders  from  customers  in the  disk-drive  and  telecommunications
markets.  The Company  also  believes  that  backlog is not a useful  measure of
anticipated  activity or future  revenues,  because the orders  constituting the
Company's  backlog are subject to changes in delivery  schedules  and in certain
instances  are  subject  to  cancellation  without  significant  penalty  by the
customer.

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 in
part,  at times,  to an inability of the Company to forecast the level of demand
for  the  Company's  products  or of the  product  mix for a  particular  fiscal
quarter.  To address  this  problem the Company  periodically  stocks  inventory
levels  of  completed   robots,   machine   controllers  and  certain  strategic
components.  If  shipments of the  Company's  products  fail to meet  forecasted
levels,  the increased  inventory levels could have a material adverse effect on
the Company's business, financial condition and results of operations.

CYCLICALITY OF CAPITAL SPENDING

Intelligent  automation  systems  utilizing the Company's  products can range in
price from  $75,000 to  several  million  dollars.  Accordingly,  the  Company's
success  is  directly  dependent  upon the  capital  expenditure  budgets of its
customers.  The  Company's  future  operations  may be  subject  to  substantial
fluctuations  as a  consequence  of domestic  and foreign  economic  conditions,
industry patterns and other factors  affecting  capital  spending.  Although the
majority of the Company's  international  customers are not in the Asian-Pacific
region,  the Company believes that continuing  instability in the  Asian-Pacific
economies  could  also have a  material  adverse  effect on the  results  of the
Company's  operations  as a result  of a  reduction  in  sales by the  Company's
customers to those 

                                       12

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                             ADEPT TECHNOLOGY, INC.


markets.  Domestic or  international  recessions or a downturn in one or more of
the  Company's  major  markets,  such  as the  electronics,  telecommunications,
appliances, pharmaceutical, food processing or automotive components industries,
and resulting cutbacks in capital spending would have a direct, material adverse
impact on the Company's business, financial condition and results of operations.

SOLE OR SINGLE SOURCES OF SUPPLY AND LENGTHY PROCUREMENT LEAD TIMES

The Company  obtains many key  components  and  materials  and some  significant
mechanical subsystems from sole or single source suppliers with whom the Company
has no  guaranteed  supply  arrangements.  In  addition,  certain of the sole or
single  sourced  components  and  mechanical  subsystems  incorporated  into the
Company's  products have long procurement lead times. The Company's  reliance on
sole or single source suppliers involves several  significant  risks,  including
loss of  control  over the  manufacturing  process,  the  potential  absence  of
adequate supplier capacity,  potential inability to obtain an adequate supply of
required components, materials or mechanical subsystems and reduced control over
manufacturing  yields,  costs,  timely  delivery,  reliability  and  quality  of
components,   materials  and  mechanical  subsystems.  In  the  event  that  any
significant   sole  or  single  source  supplier  was  unable  or  unwilling  to
manufacture certain components,  materials or mechanical  subsystems in required
volumes,  the  Company  would be required  to  identify  and qualify  acceptable
replacements.  The process of qualifying suppliers may be lengthy, and there can
be no assurance that any additional sources would be available to the Company on
a timely  basis or on  acceptable  terms.  If  supplies  of such  items were not
available  from the  Company's  existing  suppliers and a  relationship  with an
alternative  vendor could not be timely  developed,  shipments of the  Company's
products  could be  interrupted  and  reengineering  of such  products  could be
required.

The Company has  experienced  quality  control or  specification  problems  with
certain key components provided by sole source suppliers,  and has had to design
around the particular  flawed item. The Company has also  experienced  delays in
filling  customer  orders due to the  failure of certain  suppliers  to meet the
Company's  volume and schedule  requirements.  Certain  suppliers of the Company
have also ceased  manufacturing  components  which the Company  requires for its
products,  and the Company has been required to purchase sufficient supplies for
the  estimated  life of its product line.  There can be no assurance  that these
problems will not occur in the future with the Company's  suppliers.  Disruption
or termination of the Company's supply sources could require the Company to seek
alternative  sources of supply,  and could delay the Company's product shipments
and damage  relationships with current and prospective  customers,  any of which
could  have a  material  adverse  effect on the  Company's  business,  financial
condition  and  results of  operations.  If the  Company  incorrectly  forecasts
product  mix for a  particular  period  and the  Company  is  unable  to  obtain
sufficient supplies of any components or mechanical subsystems on a timely basis
due to long procurement lead times, the Company's business,  financial condition
and results of operations could be materially adversely affected.  Moreover,  if
demand for a product for which the Company has purchased a substantial amount of
components  fails to meet  the  Company's  expectations,  the  Company  would be
required  to  write  off the  excess  inventory,  thereby  materially  adversely
affecting the Company's results of operations.  A prolonged  inability to obtain
adequate  timely  deliveries  of key  components  would have a material  adverse
effect on the Company's business, financial condition and results of operations.

COMPETITION

The  market for  intelligent  automation  products  is highly  competitive.  The
Company  competes with a number of robot  companies,  motion control  companies,
machine  vision  companies  and  simulation  software  companies.  Some  of  the
Company's competitors have substantially greater financial, technical, marketing
and other resources than the Company. Although to date the Company's competitors
have  not  offered  a broad  range of  intelligent  automation  products,  it is
possible  that  one or more of  these  competitors  may in the  future,  through
acquisitions or otherwise, offer a more comprehensive line of products which are
competitive with the Company's.  In addition, the Company may in the future face
competition from new entrants in one or more of its markets.

Many  of  the  Company's   competitors   in  the  robot  market  are  integrated
manufacturers of products that produce robotics  equipment  internally for their
own use and may also  compete  with the  Company's  products  for sales to other
customers.   Certain  of  these  large  manufacturing   companies  have  greater
flexibility in pricing than the

                                       13

<PAGE>

                             ADEPT TECHNOLOGY, INC.


Company,  because they generate  substantial unit volumes of robots for internal
demand and may have access  through  their parent  companies to large sources of
capital.  There can be no assurance that any of the Company's  competitors  will
not seek to expand its presence in other markets in which the Company competes.

The Company's  principal  competitors in the market for motion  control  systems
include   Allen-Bradley   Co.   ("Allen-Bradley"),   a  subsidiary  of  Rockwell
International  Corporation,  in the United States,  and Siemens AG in Europe. In
addition,  the Company faces motion control competition from two major suppliers
of motion control boards, Galil Motion Control,  Inc. and Delta Tau Data Systems
Inc. These motion control boards are purchased by end users which engineer their
own custom motion  control  systems.  In the  simulation  software  market,  the
Company's competitors include Tecnomatix Technologies,  Inc., an Israeli company
which sells mostly to major automotive  manufacturers and Deneb Robotics Inc., a
subsidiary of Dassault Systemes. In the machine vision market, the Company faces
competition  from  Cognex   Corporation,   Robotic  Vision  Systems,   Inc.  and
Allen-Bradley.

There can be no assurance  that current or potential  competitors of the Company
will not  develop  products  comparable  or  superior  in  terms  of  price  and
performance  features to those  developed  by the Company or adapt more  quickly
than the  Company  to new or  emerging  technologies  and  changes  in  customer
requirements.  In addition,  no assurance can be given that the Company will not
be required to make  substantial  additional  investments in connection with its
research,  development,  engineering,  marketing and customer service efforts in
order to meet  any  competitive  threat,  or that  the  Company  will be able to
compete successfully in the future.  Increased competitive pressure could result
in a loss of sales or market  share or cause the Company to lower prices for its
products, any of which could materially adversely affect the Company's business,
financial condition and results of operations.

RAPID TECHNOLOGICAL CHANGE AND NEW PRODUCT DEVELOPMENT

The intelligent  automation  industry is  characterized  by rapid  technological
change and new product introductions and enhancements.  The Company's ability to
remain  competitive and its future success will depend in significant  part upon
the technological quality of its products and processes relative to those of its
competitors  and its  ability  both to  continue  to  develop  new and  enhanced
products and to introduce  such products at  competitive  prices and on a timely
and  cost-effective  basis.  There can be no assurance  that the Company will be
successful  in  selecting,  developing  and  manufacturing  new  products  or in
enhancing its existing products on a timely basis or at all, or that such new or
enhanced  products will achieve market  acceptance.  The failure to successfully
select,  develop and manufacture new products, or to timely enhance its existing
technologies and meet customers'  technical  specifications for any new products
or  enhancements,  or to  successfully  market new  products,  could  materially
adversely  affect the  Company's  business,  financial  condition and results of
operations. New technology or product introductions by the Company's competitors
could  also  cause a  decline  in sales  or loss of  market  acceptance  for the
Company's  existing  products or force the Company to  significantly  reduce the
prices  of its  existing  products.  The  failure  of the  Company  to  develop,
manufacture  and sell new products in quantities  sufficient to offset a decline
in revenues from existing  products or to manage  product and related  inventory
transitions  successfully  could have a material adverse effect on the Company's
business,  financial  condition  and results of  operations.  The success of the
Company in  developing,  introducing,  selling and  supporting  new and enhanced
products  depends  upon a variety of  factors,  including  timely and  efficient
completion of hardware and software design and development, timely and efficient
implementation  of manufacturing  processes and effective  sales,  marketing and
customer  service.   Because  of  the  complexity  of  the  Company's  products,
significant  delays  may occur  between a  product's  initial  introduction  and
commencement of the Company's  volume  production.  The Company has from time to
time  experienced  delays in the  introduction  of, and  certain  technical  and
manufacturing  difficulties  with,  certain of its  products and the Company may
experience  technical  and  manufacturing  difficulties  and  delays  in  future
introductions of new products and enhancements.

The Company's  future success will depend on its ability to enhance its existing
products and to develop and introduce, on a timely and cost-effective basis, new
products and  enhancements  that keep pace with  technological  developments and
address the needs of its customers. The development and commercialization of new
products  involve  many  risks,  including  the  identification  of new  product
opportunities,  the retention and hiring of

                                       14

<PAGE>

                             ADEPT TECHNOLOGY, INC.


appropriate research and development personnel,  the definition of the product's
technical  specifications  and  the  successful  completion  of the  development
process.  Other risks would include the successful marketing of the product, the
risk of having customers embrace new technological advances, additional customer
service  costs  associated  with  supporting  new  product   introductions   and
additional customer service costs required for field upgrades.  For example, the
Company is currently in the process of releasing its new AdeptWindows Controller
"AWC." This product  includes  significant new networking,  communications,  and
control technology.  Due to these technological  advances, the AWC substantially
changes how  customers  interface  this  product to their work cells and factory
control  systems.  There  can be no  assurance  that  the  development  of these
products will be completed in a timely manner or that such products will achieve
acceptance in the market.  The  development of these products has required,  and
will  require,  the  Company  to expend  significant  financial  and  management
resources.  If the Company is unable to successfully  develop these or other new
products that respond to customer  requirements or  technological  changes,  the
Company's  business,  financial  condition  and results of  operations  would be
materially adversely affected.

SOFTWARE DEFECTS

New or  existing  software  products  or  enhancements  may  contain  errors  or
performance  problems when first  introduced,  when new versions or enhancements
are released or even after such products or  enhancements  have been used in the
marketplace for a period of time.  Despite testing by the Company,  such defects
may be discovered only after a product has been installed and used by customers.
There can be no assurance that such errors or  performance  problems will not be
discovered  in future  shipments of the  Company's  products.  Such errors could
result in expensive and time consuming  design  modifications  or large warranty
charges,  damage customer  relationships and result in loss of market share, any
of which  could  have a  material  adverse  effect  on the  Company's  business,
financial condition and results of operations.

RELIANCE ON SYSTEM INTEGRATORS

A substantial  portion of the  Company's  sales are to system  integrators  that
specialize in designing and building production lines for manufacturers. Many of
these companies are small operations with limited financial  resources,  and the
Company has from time to time experienced difficulty in collecting payments from
certain of these companies. To the extent the Company is unable to mitigate this
risk of collections from system integrators, the Company's results of operations
may be materially adversely affected.  Furthermore,  the Company's relationships
with its system  integrators  are  generally  not  exclusive,  and some of these
system  integrators  may expend a  significant  amount of effort or give  higher
priority  to selling  products  of the  Company's  competitors.  There can be no
assurance  that  any of  these  system  integrators  will  not  discontinue  its
relationship with the Company or form additional competing arrangements with the
Company's competitors. The Company believes that its ability to sell products to
system  integrators  will  continue to be  important to the  Company's  success.
Although to date none of the Company's  system  integrators  has accounted for a
material percentage of the Company's net revenues, the loss of, or a significant
reduction in revenues  from,  system  integrators  to which the Company  sells a
significant  amount of its product could have a material  adverse  effect on the
Company's business,  financial condition and results of operations. In addition,
as the Company enters new geographic and  applications  markets,  it must locate
system  integrators  to assist the Company in building  sales in those  markets.
There can be no  assurance  that the Company  will be  successful  in  obtaining
effective new system  integrators or in  maintaining  sales  relationships  with
them.  In the  event a number of the  Company's  system  integrators  experience
financial   problems,   terminate  their   relationships  with  the  Company  or
substantially  reduce the amount of the Company's  products they sell, or in the
event the Company fails to build an effective systems  integrator channel in any
new  markets,  the  Company's  business,  financial  condition  and  results  of
operations could be materially adversely affected.

INTERNATIONAL SALES AND PURCHASES

Net revenues from international sales, including sales to Canada, have accounted
for a significant portion of the Company's net revenues. In the first quarter of
fiscal  year  1999  and in each of the  fiscal  years  1998,  1997  and

                                       15

<PAGE>

                             ADEPT TECHNOLOGY, INC.


1996 net revenues from  international  sales accounted for approximately  47.5%,
40.5%, 35.8% and 39.4%, respectively, of the Company's net revenues. The Company
anticipates that international  sales will continue to account for a significant
portion  of  its  net  revenues;   however,  there  can  be  no  assurance  that
international  sales will  increase or that the current  level of  international
sales will be sustained.  In addition,  the Company currently  purchases certain
components  and  mechanical  subsystems  from foreign  suppliers.  The Company's
operating  results are subject to the risks inherent in international  sales and
purchases,  including,  but not limited  to,  various  regulatory  requirements,
political and economic changes and disruptions,  transportation  delays, foreign
currency  fluctuations,   export/import  controls,  tariff  regulations,  higher
freight rates,  difficulties in staffing and managing foreign sales  operations,
greater difficulty in accounts receivable collection and potentially adverse tax
consequences. Duty, tariff and freight costs can materially increase the cost of
crucial components for the Company's products. Foreign exchange fluctuations may
render the Company's products less competitive  relative to locally manufactured
product  offerings,  or could result in foreign  exchange  losses.  In addition,
because  substantially  all of the Company's  foreign sales are  denominated  in
United  States  dollars,  increases  in the value of the dollar  relative to the
local  currency  would  increase the price of the Company's  products in foreign
markets and make the Company's products relatively more expensive and less price
competitive  than  competitors'  products  that are priced in local  currencies.
There can be no assurance  that these  factors will not have a material  adverse
effect on the Company's future  international  sales and,  consequently,  on the
Company's business,  financial condition and results of operations.  The Company
anticipates  that the recent turmoil in Asian  financial  markets and the recent
deterioration of the underlying  economic  conditions in certain Asian countries
may  continue  to have an impact on its sales to  customers  located in or whose
projects are based in those countries due to the impact of currency fluctuations
on the relative price of the Company's  products and  restrictions on government
spending  imposed  by the  International  Monetary  Fund  (the  "IMF")  on those
countries  receiving  the IMF's  assistance.  In  addition,  customers  in those
countries  may  face  reduced  access  to  working  capital  to  fund  component
purchases, such as the Company's products, due to higher interest rates, reduced
bank lending due to contractions in the money supply or the deterioration in the
customer's  or its bank's  financial  condition or the inability to access local
equity financing.  A substantial  majority of the Company's products are sold to
system  integrators who incorporate the Company's products into systems sold and
installed  to  end-user  customers.   The  Company  also  makes  yen-denominated
purchases  of  certain  components  and  mechanical   subsystems  from  Japanese
suppliers. Depending on the amount of yen-denominated purchases, the Company may
engage in hedging  transactions in the future.  However,  notwithstanding  these
precautions, the Company remains subject to the transaction exposures that arise
from foreign exchange  movements between the dates foreign currency export sales
or purchase transactions are recorded and the dates cash is received or payments
are made in foreign  currencies.  There can be no assurance  that the  Company's
current or any future currency  exchange strategy will be successful in avoiding
exchange  related losses or that any of the factors listed above will not have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of operations.

COMPLIANCE WITH INTERNATIONAL STANDARDS

The  Company's  hardware  products  are required to comply with  European  Union
("EU")  Low  Voltage,   Electro-Magnetic  Compatibility,  and  Machinery  Safety
Directives  (laws) in certain  European  countries,  including  United  Kingdom,
France, Germany and Italy. The EU mandates that the Company's products carry the
CE mark denoting that these products are  manufactured  in strict  accordance to
design guidelines  (Standards) in support of these  directives.  These Standards
can change and are subject to varying  interpretation.  New Standards  impacting
machinery design go into effect each year. To date, the Company has retained TUV
Rheinland  to help  certify that its VME  controller-based  products,  including
robots,  meet  applicable EU Directives  and  Standards.  Although the Company's
existing products meet the requirements of the applicable Directives,  there can
be no  assurance  that future  products can be designed,  within  market  window
constraints, to meet the future requirements.  In the event any of the Company's
robot products or any other major hardware products do not meet the requirements
of the directives, the Company would be unable to legally sell these products in
Europe.  The Company's  financial  condition and results of operations  could be
materially adversely affected.

                                       16

<PAGE>

                             ADEPT TECHNOLOGY, INC.


YEAR 2000 IMPACT ON INFORMATION TECHNOLOGY

Many currently  installed  computer  systems and software  products are coded to
accept  only two digit  entries in the date code  field.  These date code fields
will need to accept four digit  entries to  distinguish  21st century dates from
20th century dates. As a result,  in  approximately  one year,  computer systems
and/or  software  used by many  companies may need to be upgraded to comply with
such "Year 2000"  requirements.  Significant  uncertainty exists in the software
industry concerning the potential effects associated with such compliance.

In fiscal 1998, the Company commenced a program,  to be substantially  completed
by the Fall of 1999, to review the Year 2000  compliance  status of the software
and systems  used in its  internal  business  processes,  to obtain  appropriate
assurances of compliance from the  manufacturers of these products and agreement
to modify or replace all non-compliant  products.  The Company has contacted its
critical  suppliers  and major  customers  to  determine  whether  the  products
obtained  by the  Company  from such  vendors or sold by the  customer  to third
parties are Year 2000 compliant. The Company's suppliers and customers are under
no  contractual  obligation  to provide  such  information  to the  Company.  In
addition, the Company is presently implementing a Year 2000 compliant enterprise
resource  planning  system  from a  third-party  vendor and is also  considering
converting certain of its other software and systems to commercial products that
are known to be Year 2000  compliant.  Implementation  of  software  products of
third   parties,   however,   will  require  the   dedication   of   substantial
administrative  and  management   information   resources,   the  assistance  of
consulting  personnel from third party software  vendors and the training of the
Company's  personnel using such systems.  Based on the information  available to
date, the Company  believes it will be able to complete its Year 2000 compliance
review and make necessary  modifications  prior to the end of 1999.  Software or
systems,  which are deemed critical to the Company's business,  are scheduled to
be  Year  2000  compliant  by  the  end of  calendar  year  1998.  Nevertheless,
particularly  to the extent the  Company  is  relying on the  products  of other
vendors to resolve Year 2000 issues, there can be no assurances that the Company
will not experience delays in implementing such products.  If key systems,  or a
significant number of systems were to fail as a result of Year 2000 problems, or
the Company were to experience delays  implementing Year 2000 compliant software
products,  the  Company  could incur  substantial  costs and  disruption  of its
business,  which  would  potentially  have  a  material  adverse  effect  on the
Company's business and results of operations.

The Company in its  ordinary  course of  business  tests and  evaluates  its own
software products. The Company believes that its software products are generally
Year 2000  compliant,  meaning that the use or  occurrence  of dates on or after
January 1, 2000 will not  materially  affect the  performance  of the  Company's
software  products with respect to four digit date dependent data or the ability
of such  products to correctly  create,  store,  process and output  information
related to such date data. To the extent the Company's software products are not
fully Year 2000 compliant, there can be no assurance that the Company's software
products  contain all necessary  software  routines and codes  necessary for the
accurate calculation, display, storage and manipulation of data involving dates.
To the extent that the Company's products are sold through system integrators or
other third  parties,  there can be no  assurances  that users of the  Company's
products will not experience  Year 2000 problems as a result of the  integration
of the  Company's  software with  noncompliant  Year 2000 products of such third
party  suppliers.  In  addition,  in  certain  circumstances,  the  Company  has
warranted  that the use or  occurrence of dates on or after January 1, 2000 will
not adversely  affect the performance of the Company's  products with respect to
four digit date  dependent  data or the  ability to create,  store,  process and
output  information  related to such  data.  If any of the  Company's  licensees
experience  Year 2000 problems,  such licensees  could assert claims for damages
against the Company.

To date the  Company  has not  identified  a complete  and  separate  budget for
investigating  and  remedying  issues  related to Year 2000  compliance  whether
involving the Company's own software products or the software of systems used in
its internal  operations.  The Company has incurred costs of approximately  $2.6
million and expects to incur in total,  approximately $2.8 million in connection
with its  implementation of a new enterprise  resource planning software system,
which is Year 2000  compliant.  Additionally,  the  Company  has  currently  not
developed a  contingency  plan related to Year 2000.  There can be no assurances
that the Company's  resources  spent on  investigating  and remedying  Year 2000
compliance  issues  will not have a  material  adverse  effect on the  Company's
business, financial condition and results of operations.

                                       17

<PAGE>

                             ADEPT TECHNOLOGY, INC.


INTRODUCTION OF SINGLE EUROPEAN CURRENCY

The  Company  is  in  the  process  of  addressing  the  issues  raised  by  the
introduction of the Single European  Currency (the "Euro") as of January 1, 1999
and transition to full adoption as of January 1, 2002. The Company  expects that
its internal  systems that will be affected by the initial  introduction  of the
Euro will be Euro  capable  by  January  1, 1999,  provided  the  Company's  new
enterprise  resource  planning  system is implemented as expected,  and does not
expect the costs of system  modifications  to be material.  The Company does not
presently  expect  that the  introduction  and use of the Euro  will  materially
affect the Company's foreign exchange and hedging  activities,  or the Company's
use of derivative instruments,  or will result in any material increase in costs
to the Company.  While the Company  will  continue to evaluate the impact of the
Euro  introduction  over  time,  based  on  currently   available   information,
management does not believe that the introduction of the Euro currency will have
a material adverse impact on the Company's financial condition or overall trends
in results of operations.

PROPRIETARY TECHNOLOGY AND INTELLECTUAL PROPERTY

The  Company  relies on a  combination  of patent,  copyright  and trade  secret
protection and nondisclosure agreements to protect its proprietary rights. There
can be no  assurance,  however,  that patent and  copyright law and trade secret
protection will be adequate to deter  misappropriation  of its technology,  that
any  patents  issued  to the  Company  will not be  challenged,  invalidated  or
circumvented,  that the  rights  granted  thereunder  will  provide  competitive
advantages to the Company,  or that the claims under any patent application will
be  allowed.  Furthermore,  there  can be no  assurance  that  others  will  not
independently  develop  similar  products,  duplicate the Company's  products or
design around any patents  issued to the Company.  The Company may be subject to
or may  initiate  interference  proceedings  in the  United  States  Patent  and
Trademark  Office,  which  can  demand  significant   financial  and  management
resources.  The process of seeking  patent  protection can be time consuming and
expensive and there can be no assurance  that patents will issue from  currently
pending or future applications or that the Company's existing patents or any new
patents  that may be issued will be  sufficient  in scope or strength to provide
meaningful protection or any commercial advantage to the Company. In addition, a
substantial amount of the Company's sales are in international markets and there
can be no assurance  that foreign  intellectual  property  laws will  adequately
protect the Company's intellectual property rights.

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.  As claims arise, the Company evaluates their merits. No assurance
can be given that any of these claims will not result in  protracted  and costly
litigation, that damages for infringement will not be assessed or that should it
be necessary  or  desirable  to obtain a license  relating to one or more of the
Company's products or current or future  technologies,  the Company will be able
to do so on commercially  reasonable  terms or at all.  Litigation,  which could
result in substantial cost to and diversion of resources of the Company,  may be
necessary  to  enforce  patents  or other  intellectual  property  rights of the
Company or to defend the Company against  claimed  infringement of the rights of
others.  Any such  litigation  and the failure to obtain  necessary  licenses or
other rights could have a material  adverse  effect on the  Company's  business,
financial condition and results of operations. In particular,  some end users of
the Company's products have notified the Company that they have received a claim
of patent infringement from the Jerome H. Lemelson Foundation, alleging that its
use of the Company's machine vision products infringes certain patents issued to
Mr. Lemelson. In addition, the Company has been notified that other end users of
the Company's  AdeptVision VME line and the predecessor line of Multibus machine
vision  products  have  received  letters from Mr.  Lemelson  which refer to Mr.
Lemelson's  patent  portfolio and offer the end user a license to the particular
patents.  Certain  end  users  have  notified  the  Company  that  they may seek
indemnification  from the Company for  damages or expenses  resulting  from this
matter. The Company cannot predict the outcome of this or any similar litigation
which may arise in the future, and although such products have not represented a
material  portion of the Company's net revenues in fiscal 1999,  1998,  1997 and
1996,  there can be no assurance that such  litigation  will not have a material
adverse effect on the business,  financial condition or results of operations of
the Company.

                                       18

<PAGE>

                             ADEPT TECHNOLOGY, INC.


PART II - OTHER INFORMATION

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Company's  1998 Annual Meeting of  Shareholders  on November 5, 1998, the
shareholders approved the following actions:

a)   Election of six (6)  directors  to serve  until the next Annual  Meeting of
     Shareholders or until their successors are duly elected and qualified:

        Brian R. Carlisle:      For:    7,907,571      Withheld:    78,274
        Bruce E. Shimano:       For:    7,911,349      Withheld:    74,496
        Michael P. Kelly:       For:    7,908,264      Withheld:    77,581
        Ronald E.F. Codd        For:    7,903,214      Withheld:    82,631
        Cary R. Mock:           For:    7,907,883      Withheld:    77,962
        John E. Pomeroy:        For:    7,906,638      Withheld:    79,207

b)   Approval of (i) adoption of the 1998 Employee  Stock  Purchase  Plan,  (ii)
     reservation of 600,000  shares of Common Stock for issuance  thereunder and
     (iii) an annual  increase in the number of shares of Common Stock  reserved
     for issuance  thereunder,  beginning on July 1, 1999, in an amount equal to
     the lesser of (x) 300,000 shares,  (y) 3.0% of Common Stock  outstanding as
     of the last day of the  prior  fiscal  year or (z)  such  amount  as may be
     determined by the Board of Directors.

        For:  3,987,581         Against:  615,551      Abstain:     35,115


c)   Ratification  of the  appointment  of  Ernst  &  Young  LLP as  independent
     auditors for the Company for the fiscal year ending June 30, 1999.

        For:  7,943,927         Against:   18,113      Abstain:     23,803


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 September 26, 1998.

                                       19

<PAGE>

                             ADEPT TECHNOLOGY, INC.


                                   SIGNATURES


<TABLE>
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.
<CAPTION>



                                                     ADEPT TECHNOLOGY, INC.





<S>      <C>                                         <C>
Date:    November 10, 1998                           By:  /s/ Brian R. Carlisle
                                                          ---------------------------------------------------------
                                                          Brian R. Carlisle
                                                          Chairman of the Board and Chief Executive Officer






Date:    November 10, 1998                           By:  /s/ Betsy A. Lange
                                                          ---------------------------------------------------------
                                                          Betsy A. Lange
                                                          Vice President of Finance and Chief Financial Officer

                                       20

</TABLE>

<PAGE>

                             ADEPT TECHNOLOGY, INC.


                                INDEX TO EXHIBITS



                                                                    SEQUENTIALLY
                                                                        NUMBERED
        EXHIBITS                                                            PAGE
- --------------------------------------------------------------------------------


27.1    Financial Data Schedule.                                              22



                                       21


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
CONDENSED  CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 26, 1998 AND THE CONDENSED
CONSOLIDATED  STATEMENT OF INCOME FOR THE THREE MONTHS ENDED  SEPTEMBER 26, 1998
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              JUN-30-1999
<PERIOD-START>                                 JUL-01-1998
<PERIOD-END>                                   SEP-26-1998
<CASH>                                               8,529
<SECURITIES>                                        12,186
<RECEIVABLES>                                       19,842
<ALLOWANCES>                                           549
<INVENTORY>                                         14,487
<CURRENT-ASSETS>                                    59,207
<PP&E>                                              22,656
<DEPRECIATION>                                      16,495
<TOTAL-ASSETS>                                      66,945
<CURRENT-LIABILITIES>                               15,388
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                            48,864
<OTHER-SE>                                           2,693
<TOTAL-LIABILITY-AND-EQUITY>                        66,945
<SALES>                                             20,197
<TOTAL-REVENUES>                                    20,197
<CGS>                                               11,296
<TOTAL-COSTS>                                       19,426
<OTHER-EXPENSES>                                         0
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                       1
<INCOME-PRETAX>                                        986
<INCOME-TAX>                                           394
<INCOME-CONTINUING>                                    592
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                           592
<EPS-PRIMARY>                                          .07
<EPS-DILUTED>                                          .07
        


</TABLE>


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