ADEPT TECHNOLOGY INC
8-K, 1999-11-01
SPECIAL INDUSTRY MACHINERY, NEC
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                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                    FORM 8-K



                                 CURRENT REPORT

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


<TABLE>
Date of Report (Date of earliest event reported):  October 27, 1999



<CAPTION>
                                                   ADEPT TECHNOLOGY, INC.
- ---------------------------------------------------------------------------------------------------------------------------
                                   (Exact name of registrant as specified in its charter)


<S>                                                       <C>                                    <C>
               California                                 0-27122                                94-2900635
- ------------------------------------------ --------------------------------------- ----------------------------------------
     (State or other jurisdiction of              (Commission File Number)            (IRS Employer Identification No.)
     incorporation or organization)


                                      150 Rose Orchard Way, San Jose, California 95134
- ---------------------------------------------------------------------------------------------------------------------------
                         (Address of principal executive offices of Registrant, including zip code)


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


</TABLE>


<PAGE>


Item 5.       Other Events.

              In a press  release  made on October 27, 1999,  Adept  Technology,
Inc., a California  corporation,  reported its financial  results for its fiscal
year 2000. The text of this press release is attached hereto as Exhibit 99.1

Item 7.       Financial Statements and Exhibits.

      (c)     Exhibits
              99.1     Press Release dated October 27, 1999.



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant has duly caused this Amendment to its Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Dated:  November 1, 1999

                                                    ADEPT TECHNOLOGY, INC.
                                                    (Registrant)

                                                    /s/ KATHLEEN M. FISHER
                                                    ----------------------------
                                                    Kathleen M. Fisher
                                                    Chief Financial Officer
                                                    (Principal Financial and
                                                    Accounting Officer)

                                       -2-


                                  Exhibit 99.1

                                  Press Release



<PAGE>




                                                                    Exhibit 99.1

For Immediate Release


                                                    Financial Analyst:
                                                    Kathleen Fisher
                                                    Chief Financial Officer
                                                    408.434.5112 (voice)
                                                    408.434.6263 (fax)
                                                    [email protected]


               ADEPT TECHNOLOGY REPORTS FIRST QUARTER 2000 RESULTS

         (SAN  JOSE,  CA)  October  27,  1999--Adept  Technology,  Inc.  (Nasdaq
         National   Market  System  Symbol:   ADTK),  a  leading   designer  and
         manufacturer  of  intelligent   automation  products,   today  reported
         financial results for the first quarter of fiscal 2000.

         All financial  information  presented includes  BYE/Oasis  Engineering,
         Inc.  ("BYE/Oasis")  which was acquired in July 1999 and was  accounted
         for as a pooling of interests.

         For the quarter ended October 2, 1999, Adept reported revenues of $20.6
         million compared with revenues of $21.0 million in the first quarter of
         fiscal 1999. The company  reported a net loss of $1.4 million,  or $.15
         of diluted loss per share, before previously  announced  merger-related
         expenses  related to the company's  acquisition of BYE/Oasis during the
         quarter,  compared  with net  income of  $408,000,  or $.04 of  diluted
         earnings  per share,  in the first  quarter of fiscal  1999.  Including
         merger-related  expenses  of  $988,000,  Adept  reported a loss of $2.4
         million,  or $.26 of diluted  loss per share,  in the first  quarter of
         fiscal 2000.

         As announced  previously,  the company  indicated that component supply
         issues,  seasonal  softness in orders, a longer than anticipated  sales
         cycle for software  offerings  and overall  adverse  changes in product
         sales mix impacted its financial performance for the quarter.

         "While the summer quarter is traditionally Adept's slowest, the product
         mix of  our  revenues  varied  significantly  from  our  forecasts.  In
         addition,  we experienced  lower software sales which not only impacted
         revenues,  but also gross margins,"  noted Brian R. Carlisle,  chairman
         and chief executive officer of Adept.

         The operating loss before  merger-related  expenses for the quarter was
         $2.8 million  compared with  operating  income of $405,000 in the first
         quarter of 1999.  Gross margin for the quarter was 38.2 percent  versus
         43.1 percent in the first  quarter of fiscal 1999.  Operating  expenses
         were $10.7 million versus $8.6 million in the same period a year ago.

                                    - more -



<PAGE>



         ADEPT TECHNOLOGY REPORTS FIRST QUARTER 2000 RESULTS/Page 2

         "Despite the disappointing  results for the quarter, the integration of
         BYE/Oasis  is going very well and the response  from the  semiconductor
         market has been very positive. As a result of growing demand,  revenues
         from BYE/Oasis are ahead of plan. Interest from the  telecommunications
         sector continues to be robust as well," said Charlie  Duncheon,  senior
         vice president of sales and marketing.

         Duncheon added that the company generated a high level of leads at both
         the  Assembly  Technology  Exposition  (ATE) and  European  Motek show,
         particularly  for the new linear  modules  with  Smart Amp and  Adept's
         Production Pilot software offering.

         Founded in 1983,  Adept  Technology,  Inc.,  designs,  manufactures and
         markets  intelligent  automation  software  and  hardware  products for
         manufacturers  in the electronics,  semiconductor,  telecommunications,
         appliances,  pharmaceuticals, food production and automotive components
         industries.  The  company is the  largest  manufacturer  of  industrial
         robots in the U.S. with more than 15,000 systems  installed  worldwide.
         The company  provides  direct sales,  service and training in the U.S.,
         Europe, South Korea,  Singapore and with a partner in Japan, and offers
         turnkey  flexible  automation  systems through  specialized  automation
         engineering  companies  throughout the world.  Adept Technology product
         and  service   information   is   available  at  World  Wide  Web  site
         http://www.adept.com.

         This press release  contains  certain  forward-looking  statements that
         involve a number of risks and  uncertainties.  The following  important
         factors could cause the company's  actual results to differ  materially
         from those  expressed in any of the above  forward-looking  statements:
         the potential  delays  associated with the development and introduction
         of new products or software releases; the potential fluctuations in the
         company's  quarterly and annual results of operations;  the cyclicality
         of  capital  spending  of  the  company's   customers;   the  company's
         dependence  on  the  continued  growth  of the  intelligent  automation
         market;  the risks associated with sole or single sources of supply and
         lengthy  procurement  lead  times;  the  company's  highly  competitive
         industry; rapid technological change within the company's industry; the
         lengthy sales cycles for the company's  products;  the risks associated
         with  reliance  on  systems  integrators;  the  risks  associated  with
         international sales and purchases;  the risks associated with potential
         acquisitions,  including  integration  risks associated with our recent
         acquisition  of  BYE/Oasis,  and the need to manage  growth;  the risks
         associated with new product  development and the need to manage product
         transitions;  the company's  dependence on retention and  attraction of
         key employees; the risks associated with product defects; the company's
         dependence on third-party relationships;  the uncertainty of patent and
         proprietary technology protection and third party intellectual property
         claims;  change in, or failure or inability  to comply with  government
         regulations;  general economic and business conditions;  the failure of
         any new  products  to be  accepted in the  marketplace;  any  decreased
         investment  in robotics  generally,  and in the  company's  intelligent
         automation  products  particularly,  as a result of general or specific
         economic  conditions  or  conditions  affecting  any of  the  company's
         primary  markets;  or decreased  acceptance  of the  company's  current
         products in the marketplace.

                                      -2-

<PAGE>

         ADEPT TECHNOLOGY REPORTS FIRST QUARTER 2000 RESULTS/Page 3

         For a further  discussion  of risk  factors  relating to the  company's
         business,  see the  company's  Form 10-K for the fiscal year ended June
         30, 1999,  including the  discussion  in  Management's  Discussion  and
         Analysis of Financial Condition and Results of Operations.


                                      # # #



                                      -3-

<PAGE>


<TABLE>
                             ADEPT TECHNOLOGY, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)


<CAPTION>
                                                                             October 2,              June 30,
                                                                                1999                   1999
                                                                            --------------         --------------
<S>                                                                         <C>                    <C>
                                                                                                    (Restated)*
ASSETS

Current assets:
     Cash, cash equivalents and short term investments                          $  25,425              $  27,016
     Accounts receivable, less allowance for doubtful accounts of
         $947 at October 2, 1999 and $716 at June 30, 1999                         18,553                 19,707
     Inventories                                                                   12,874                 11,782
     Deferred tax assets and prepaid expenses                                       4,986                  5,600
                                                                            --------------         --------------

            Total current assets                                                   61,838                 64,105

Property and equipment at cost                                                     24,909                 24,822
Less accumulated depreciation and amortization                                     19,395                 18,940
                                                                            --------------         --------------
Net property and equipment                                                          5,514                  5,882

Other assets                                                                        1,915                  1,689
                                                                            --------------         --------------

            Total assets                                                        $  69,267              $  71,676
                                                                            ==============         ==============


LIABILITIES AND SHAREHOLDERS' EQUITY

 Current liabilities:
     Accounts payable                                                           $   7,458              $   6,837
     Other accrued liabilities                                                      8,771                  9,653
                                                                            --------------         --------------

            Total current liabilities                                              16,229                 16,490

Commitments and contingencies

            Total shareholders' equity                                             53,038                 55,186
                                                                            --------------         --------------

            Total liabilities and shareholders' equity                          $  69,267              $  71,676
                                                                            ==============         ==============
<FN>
*Restated to include the balance sheet of BYE/Oasis.
</FN>
</TABLE>




<PAGE>



<TABLE>
                                     ADEPT TECHNOLOGY, INC.
                           CONDENSED CONSOLIDATED STATEMENT OF INCOME
                              (In thousands, except per share data)


<CAPTION>
                                                                          Three months ended
                                                               -----------------------------------------
                                                                 October 2,              September 26,
                                                                    1999                     1998
                                                               ---------------          ----------------
<S>                                                            <C>                       <C>
                                                                                          (Restated)*

Net revenues                                                       $   20,634                $   20,993
Cost of revenues                                                       12,747                    11,943
                                                               ---------------          ----------------
Gross margin
                                                                        7,887                     9,050

Operating expenses:
     Research, development and engineering                              3,459                     2,584
     Selling, general and administrative                                7,257                     6,061
     Merger-related expenses                                              988                      --
                                                               ---------------          ----------------
Total operating expenses                                               11,704                     8,645
                                                               ---------------          ----------------

Operating income (loss)                                               (3,817)                       405

Interest income, net                                                      309                       204
                                                               ---------------          ----------------

Income (loss) before provision for income taxes                       (3,508)                       609

Provision for (benefit from) income taxes                             (1,062)                       201
                                                               ---------------          ----------------

Net income (loss)                                                 ($   2,446)                 $     408
                                                               ===============          ================

Net income (loss) per share:

     Basic                                                        ($    0.26)                 $     .04
                                                               ===============          ================

     Diluted                                                      ($    0.26)                 $     .04
                                                               ===============          ================

Number of shares used in computing per share amounts:

     Basic                                                              9,491                     9,360
                                                               ===============          ================

     Diluted                                                            9,491                     9,484
                                                               ===============          ================

<FN>
*Restated to include the results of operations of BYE/Oasis.
</FN>
</TABLE>



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