================================================================================
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 January 1, 2000
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
incorporation or organization) Identification No.)
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 January
1, 2000 was 9,629,651.
================================================================================
<PAGE>
ADEPT TECHNOLOGY, INC.
INDEX
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets
January 1, 2000 and June 30, 1999................................ 3
Condensed Consolidated Statements of Operations
Three and six months ended January 1, 2000 and December 26, 1998. 4
Condensed Consolidated Statements of Cash Flows
Six months ended January 1, 2000 and December 26, 1998........... 5
Notes to Condensed Consolidated Financial Statements............... 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................ 10
PART II - OTHER INFORMATION
Item 4 Submission Of Matters To A Vote Of Security Holders................ 23
Item 6. Exhibits and Reports on Form 8-K................................... 23
Signatures......................................................... 24
Index to Exhibits.................................................. 25
2
<PAGE>
ADEPT TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
January 1, June 30,
2000 1999
------- -------
ASSETS
Current assets:
Cash and cash equivalents $11,989 $11,816
Short-term investments 13,195 15,200
Accounts receivable, less allowance for
doubtful accounts of $1,328 at
January 1, 2000 and $716 at June 30, 1999 20,303 19,707
Inventories 13,228 11,781
Deferred tax assets and prepaid expenses 5,021 5,601
------- -------
Total current assets 63,736 64,105
Property and equipment at cost 25,419 24,822
Less accumulated depreciation and amortization 20,059 18,940
------- -------
Net property and equipment 5,360 5,882
Other assets 1,673 1,690
------- -------
Total assets $70,769 $71,677
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 8,239 $ 6,838
Other accrued liabilities 8,698 9,653
------- -------
Total current liabilities 16,937 16,491
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; 9,630
and 9,459 issued and outstanding at
January 1, 2000 and June 30, 1999, respectively 51,132 50,215
Retained earnings 2,700 4,971
------- -------
Total shareholders' equity 53,832 55,186
------- -------
Total liabilities and shareholders' equity $70,769 $71,677
======= =======
Amounts applicable to prior periods have been restated to reflect the company's
merger with BYE/Oasis Engineering, Inc., accounted for as a pooling of
interests.
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
ADEPT TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
--------------------- ----------------------
January 1, December 26, January 1, December 26,
2000 1998 2000 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net revenues $ 24,267 $ 20,508 $ 44,901 $ 41,501
Cost of revenues 13,710 11,083 26,457 23,027
-------- -------- -------- --------
Gross margin 10,557 9,425 18,444 18,474
Operating expenses:
Research, development and engineering 3,116 2,786 6,575 5,370
Selling, general and administrative 7,391 5,680 14,648 11,742
Nonrecurring merger-related expenses 988
-------- -------- -------- --------
Total operating expenses 10,507 8,466 22,211 17,112
-------- -------- -------- --------
Operating income (loss) 50 959 (3,767) 1,362
Interest income, net 242 224 551 428
-------- -------- -------- --------
Income (loss) before provision for
(benefit from) income taxes 292 1,183 (3,216) 1,790
Provision for (benefit from) income taxes 117 437 (945) 638
-------- -------- -------- --------
Net income (loss) $ 175 $ 746 $ (2,271) $ 1,152
======== ======== ======== ========
Net income (loss) per share
Basic $ .02 $ .08 $ (0.24) $ .12
======== ======== ======== ========
Diluted $ .02 $ .08 $ (0.24) $ .12
======== ======== ======== ========
Shares used in computing per share amounts:
Basic 9,583 9,266 9,537 9,313
======== ======== ======== ========
Diluted 9,752 9,421 9,537 9,453
======== ======== ======== ========
</TABLE>
Amounts applicable to prior periods have been restated to reflect the company's
merger with BYE/Oasis Engineering, Inc., accounted for as a pooling of
interests.
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
ADEPT TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Six months ended
----------------------
January 1, December 26,
2000 1998
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ (2,271) $ 1,152
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,655 1,626
(Gain)/ loss on disposal of property and equipment (17) (6)
Changes in operating assets and liabilities:
Accounts receivable (596) 2,828
Inventories (1,644) 2,314
Deferred tax assets and prepaid expenses 580 178
Other assets (55) (735)
Accounts payable 1,401 (1,798)
Accrued liabilities (967) (1,867)
-------- --------
Total adjustments 357 2,540
-------- --------
Net cash provided by (used in) operating activities (1,914) 3,692
-------- --------
INVESTING ACTIVITIES
Purchase of property and equipment, net (905) (1,274)
Proceeds from sale of property and equipment 70 10
Purchases of short-term available for sale investments (48,524) (12,006)
Sales of short-term available for sale investments 50,529 11,385
-------- --------
Net cash provided by (used in) investing activities 1,170 (1,885)
-------- --------
FINANCING ACTIVITIES
Proceeds from employee stock incentive program 917 886
Repurchase of common stock -- (3,194)
Bank line of credit -- (190)
-------- --------
Net cash provided by (used in) financing activities 917 (2,498)
-------- --------
Increase (decrease) in cash and cash equivalents 173 (691)
Cash and cash equivalents, beginning of period 11,816 9,639
-------- --------
Cash and cash equivalents, end of period $ 11,989 $ 8,948
======== ========
Supplemental disclosure of noncash activities:
Inventory capitalized into property and equipment
and related tax $ 210 $ 295
Cash paid during the period for:
Interest $ -- $ 22
Taxes $ 414 $ 794
</TABLE>
Amounts applicable to prior periods have been restated to reflect the company's
merger with BYE/Oasis Engineering, Inc., accounted for as a pooling of
interests.
See accompanying notes to condensed consolidated financial statements.
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, 1999 included in the
Company's Form 10-K as filed with the Securities and Exchange Commission on
September 28, 1999. 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, 2000 or for any other future period.
2. Acquisition of BYE/ Oasis Engineering, Inc.
On July 14, 1999, the Company acquired BYE/Oasis Engineering, Inc.
("BYE/Oasis") through the issuance of 720,008 shares of the Company's
common stock, which were exchanged for all of the outstanding capital stock
of BYE/Oasis. In addition, options to purchase an aggregate of 185,361
shares of the Company's common stock were assumed in the acquisition. The
Company accounted for the acquisition as a pooling of interests. All
financial information presented for the previous period(s) have been
restated to include the financial results of BYE/Oasis.
3. 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 January 1, 2000 and June 30, 1999, 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 1999 and the six months
ended January 1, 2000, realized and unrealized gains and losses on
available for sale investments were not material.
4. Inventories
January 1, June 30,
2000 1999
------- -------
Raw materials .............................. $ 5,299 $ 5,617
Work-in-process ............................ 2,761 2,059
Finished goods ............................. 5,168 4,105
------- -------
$13,228 $11,781
======= =======
6
<PAGE>
ADEPT TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands)
(unaudited)
5. Property and Equipment
Property and equipment are recorded at cost.
The components of property and equipment are summarized as follows:
January 1, June 30,
2000 1999
------- -------
Cost:
Machinery and equipment ........................ $13,867 $13,558
Computer equipment ............................. 8,489 8,153
Office furniture and equipment ................. 3,063 3,111
------- -------
25,419 24,822
Accumulated depreciation and amortization ........ 20,059 18,940
------- -------
Net property and equipment ....................... $ 5,360 $ 5,882
======= =======
6. Merger-Related Expenses
In July 1999, The Company incurred a one-time charge of $988,000 relating
to the acquisition of BYE/Oasis and the closure of BYE/Oasis facilities in
Texas. Merger related expenses were $558,000, expenses relating to the
closure of facilities in Texas were $ 195,000 and other non-recurring
expenses relating to the acquisition were $235,000.
7. 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.
8. Net Income (Loss) per Share
Net income (loss) per share is calculated as follows:
<TABLE>
<CAPTION>
Three months ended Six months ended
-------------------- ---------------------
January 1, December 26, January 1, December 26,
2000 1998 2000 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net income (loss) ............................... $ 175 $ 746 $(2,271) $ 1,152
Basic:
Shares outstanding ............................ 9,583 9,266 9,537 9,313
------- ------- ------- -------
Net income (loss) per share ................... $ .02 $ .08 $ (.24) $ .12
======= ======= ======= =======
Diluted:
Shares outstanding ............................ 9,583 9,266 9,537 9,313
Effect of dilutive securities
- employee stock options .................... 169 155 N/A 140
------- ------- ------- -------
Adjusted weighted average share outstanding
- assumed conversion ........................ 9,752 9,421 9,537 9,453
======= ======= ======= =======
Net income (loss) per share ................... $ .02 $ .08 $ (.24) .12
======= ======= ======= =======
</TABLE>
7
<PAGE>
ADEPT TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands)
(unaudited)
9. Impact of Recently Issued Accounting Standards
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities: ("SFAS 133"). SFAS 133 provides a
comprehensive and consistent standard for the recognition and measurement
of derivatives and hedging activities. SFAS 133 was to be effective for
fiscal years beginning after June 15, 1999. However, in July 1999, the
Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 137, "Accounting for Derivative Instruments and
Hedging Activities - Deferral of the Effective Date of FASB Statement No.
133" ("SFAS 137"). SFAS 137 defers for one year the effective date of SFAS
133 which will now apply to all fiscal quarters of all fiscal years
beginning after June 15, 2000. We have not concluded whether the adoption
of SFAS 133 will have a material impact on our consolidated financial
position, results of operations or cash flows.
10. Segment Information
The Company adopted Statement of Financial Accounting Standards No. 131
(SFAS 131), "Disclosures about Segments of an Enterprise and Related
Information," in fiscal 1999. SFAS 131 establishes standards for reporting
information about operating segments and related disclosures about
products, geographic information and major customers. The Company conducts
its business predominantly within one business segment, namely, providing
intelligent automation software and hardware products for assembly,
material handling and packaging applications. Management assesses the
Company's performance, measures the Company's operations and assets on a
single segment basis.
Although the Company operates in a single segment, revenues and long-lived
assets are tracked by geographic areas, and are summarized in the following
table:
8
<PAGE>
ADEPT TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
------------------- --------------------
January 1, December 26, January 1, December 26,
2000 1998 2000 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenue:
United States .......... $14,031 $10,629 $25,168 $22,024
Germany ................ 3,232 3,046 5,467 7,576
France ................. 2,720 2,391 5,395 4,152
Other European countries 3,236 3,675 6,438 5,772
All other countries .... 1,048 767 2,433 1,977
------- ------- ------- -------
$24,267 $20,508 $44,901 $41,501
======= ======= ======= =======
January 1, June 30,
2000 1999
------- -------
Long-lived assets:
United States ............... $ 5,156 $ 5,804
All other countries ......... 528 473
------- -------
$ 5,684 $ 6,277
======= =======
Total long-lived assets ....... $ 5,684 $ 6,277
Other assets, including current 65,085 65,400
------- -------
Total consolidated assets ... $70,769 $71,677
======= =======
</TABLE>
No single customer accounted for more than 10% of the Company's net revenue
in for the three months and six months ended January 1, 2000 and December
26, 1998, respectively.
11. Comprehensive Income
The Company adopted Statement of Financial Accounting Standards No. 130
("SFAS 130"), "Reporting Comprehensive Income" in 1999. SFAS 130
establishes new rules for the reporting and display of comprehensive income
and its components. SFAS 130 requires unrealized gains or losses on
available-for-sale securities and foreign currency translation adjustments
to be included in comprehensive income (loss). The Company has no
significant items of other comprehensive income, and the adoption of SFAS
130 did not have a significant impact.
12. Reclassification
Certain amounts presented in the financial statements for fiscal 1999 have
been reclassified to conform to the presentation for fiscal 2000.
9
<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 Results" under "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and elsewhere in, or
incorporated by reference, into, this report.
OVERVIEW
We design, manufacture and market intelligent automation software and
hardware products for assembly, material handling and packaging applications.
Our 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, we have
expanded our robot product lines and developed advanced software and sensing
technologies that have enabled robots to perform a wider range of functions.
Most recently, we announced a new line of robots expressly designed for use in
the semiconductor fabrication industry. We have also expanded our channel of
system integrators and our international sales and marketing operations. As a
result of these developments, the nature and composition of our revenues have
changed over time.
In July 1999, we acquired BYE/Oasis Engineering, Inc. ("BYE/Oasis"), a
leading manufacturer of mini and microenvironment systems and Standard
Mechanical Interface ("SMIF") for the microelectronics industry. We acquired
BYE/Oasis through the issuance of 720,008 shares of our common stock which were
exchanged for all of the common stock of BYE/Oasis. In addition, options to
purchase an aggregate of 185,361 shares of our common stock were assumed in the
acquisition. We accounted for the acquisition as a pooling of interests.
We sell our products through system integrators, our direct sales force and
original equipment manufacturers ("OEMs"). System integrators and OEMs add
application-specific hardware and software to our products, thereby enabling us
to provide solutions to a diversified industry base, including the electronics,
telecommunications, semiconductor, appliances, pharmaceutical, food processing
and automotive components industries.
All financial information presented for the previous periods have been
restated to include the financial results of BYE/Oasis.
10
<PAGE>
ADEPT TECHNOLOGY, INC.
Results of Operations
Three Month and Six Month Periods Ended January 1, 2000 and December 26, 1998
Net revenues. The Company's net revenues increased by 18.3% to $24.3
million for the three months ended January 1, 2000 from $20.5 million for the
three months ended December 26, 1998. The Company's net revenues increased by
8.2% to $44.9 million for the six months ended January 1, 2000 from $41.5
million for the six months ended December 26, 1998. The increase in net revenues
for the three and six months ended January 1, 2000 was primarily the result of
stronger than forecasted sales for the recently acquired BYE/Oasis semiconductor
division. In addition, we experienced unexpected improvement in revenues related
to maintenance and spare parts and to a lessor extent standalone controller
sales, while product sales including robots remained relatively unchanged. The
increase in revenue was partially offset by a decrease in software revenue. The
Company cannot estimate if this revenue growth in its key hardware markets will
continue to grow in the future.
International sales, including sales to Canada, were $10.2 million or
approximately 42.2% of net revenues for the three months ended January 1, 2000
as compared with $9.9 million or 48.2% of net revenues for three months ended
December 26, 1998. International sales, including sales to Canada, were $19.7
million or approximately 43.9% of net revenues for the six months ended January
1, 2000 as compared with $19.5 million or 46.9% of net revenues for six months
ended December 26, 1998. International sales as a percentage of total net
revenues have decreased due to the relative strength of the dollar for three and
six months ended January 1, 2000 as compared to the same periods in the prior
year.
Gross margin. Gross margin percentage was 43.5% for the three months ended
January 1, 2000 compared to 46.0% for the three months ended December 26, 1998.
Gross margin percentage was 41.1% for the six months ended January 1, 2000
compared to 44.5% for the six months ended December 26, 1998. The decrease in
gross margin for the three and six months ended January 1, 2000 was primarily
due to reduced percentage of software sales which historically yields a higher
gross margin. Additionally, the strength of the dollar against the euro has
resulted in higher effective discounts in order to remain competitive in
European markets. The Company expects to continue to experience quarterly
fluctuations in its gross margin percentage due to changes in its sales and
product mix. In addition, if we are not successful in increasing software sales
as a percentage of our total revenues, our gross margin will be adversely
affected.
Research, Development and Engineering. Research, development and
engineering expenses increased by 11.8% to $3.1 million or 12.8% of net revenues
for the three months ended January 1, 2000 from $2.8 million or 13.6% of net
revenues for the three months ended December 26, 1998. Research, development and
engineering expenses increased by 22.4% to $6.6 million or 14.6% of net revenues
for the six months ended January 1, 2000 from $5.4 million or 12.9% of net
revenues for the six months ended December 26, 1998. The increase in both the
three and six month periods was primarily due to increases in project material
spending and depreciation on capital equipment. Research, development and
engineering expenses for the three months ended January 1, 2000 were partially
offset by $31,000 of third party development funding as compared with $127,000
of third party development funding for the three months ended December 26, 1998.
Research, development and engineering expenses for the six months ended January
1, 2000 were partially offset by $160,000 of third party development funding as
compared with $270,000 of third party development funding for the six months
ended December 26, 1998. For both the three and six months ended January 1, 2000
third party development funding was lower as a result of completion of existing
contracts. The Company expects that it will continue to receive third party
development funding from the government as well as other third parties during
fiscal 2000. 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
Selling, General and Administrative. Selling, general and administrative
expenses increased 30.1% to $7.4 million or 30.5% of net revenues for the three
months ended January 1, 2000, as compared with $5.7 million or 27.7% of net
revenues for the three months ended December 26, 1998 exclusive of nonrecurring
charges associated with the acquisition of BYE/Oasis in the quarter ended
December 26, 1998. Selling, general and administrative expenses increased 24.7%
to $14.7 million or 32.6% of net revenues for the six months ended January 1,
2000, as compared with $11.7 million or 28.3% of net revenues for the six months
ended December 26, 1998 exclusive of
11
<PAGE>
ADEPT TECHNOLOGY, INC.
nonrecurring charges associated with the acquisition of BYE/Oasis in the quarter
ended December 26, 1998. The increased level of spending for both the three and
six months ended January 1, 2000 was primarily attributable to increased
headcount and compensation related expenses, including commissions, and to
recognition of translation losses associated with foreign currency fluctuations
on balance sheet remeasurement items. The increase in selling, general and
administrative expenses as a percentage of total revenue in the three and six
month periods ended January 1, 2000 as compared to the same periods in the prior
year was due to the relative increase in expense from combining BYE/Oasis'
operations at a lower expense to revenue ratio to Adept's. The Company expects
that selling, general and administrative expenses will continue to fluctuate as
a percentage of net revenues.
Merger Related Expenses. The Company incurred a one-time charge of $988,000
relating to the acquisition of BYE/Oasis and the closure of BYE/Oasis facilities
in Texas. Merger related expenses were $558,000, expenses relating to the
closure of facilities in Texas were $195,000 and other non-recurring expenses
relating to the acquisition were $235,000.
Interest Income, Net. Interest income, net for the three months ended
January 1, 2000 was $242,000 compared to $224,000 for the three months ended
December 26, 1998. Interest income, net for the six months ended January 1, 2000
was $551,000 compared to $428,000 for the six months ended December 2, 1998. The
increase was primarily as a result of higher invested cash balances.
Provision for Income Taxes. Our effective tax rates on income (loss) before
merger-related expenses were 40% and 37% for the three months ended January 1,
2000 and December 26, 1998, respectively. A portion of the merger-related
expenses relate to non-deductible restructuring costs and are therefore not
benefited.
Derivative Financial Instruments. Our product sales are predominantly
denominated in U.S. dollars. However, certain international operating expenses
are predominately paid in their respective local currency. We generally do not
hedge our exposure to foreign currency exchange risk on local operational
expenses and revenues. Although we believe 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 we will not incur foreign exchange transaction losses which will
have an adverse effect on our results of operations. We make 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,
we manage the currency risk associated with the yen-denominated purchases using
forward rate currency contracts. We had no outstanding foreign exchange
contracts at January 1, 2000.
Impact of Inflation
The effect of inflation on our business and financial position has not been
significant to date.
Liquidity and Capital Resources
As of January 1, 2000, we had working capital of approximately $46.8
million, including $12.0 million in cash and cash equivalents and $13.2 million
in short-term investments.
Cash and cash equivalents increased $0.2 million from June 30, 1999
primarily as a result of $1.9 million of cash used in operating activities
offset by $1.2 million of net proceeds from short-term investments and $0.9
million proceeds from the employee stock incentive program. Net cash used in
operating activities was primarily attributable to the net loss adjusted by
depreciation and amortization, decreased inventories, decreased accrued
liabilities and increased accounts payable.
We believe 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 our working capital requirements for at least the next
twelve months.
12
<PAGE>
ADEPT TECHNOLOGY, INC.
New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities: ("SFAS 133"). SFAS 133 provides a comprehensive and
consistent standard for the recognition and measurement of derivatives and
hedging activities. SFAS 133 was to be effective for fiscal years beginning
after June 15, 1999. However, in July 1999, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 137, "Accounting
for Derivative Instruments and Hedging Activities - Deferral of the Effective
Date of FASB Statement No. 133" ("SFAS 137"). SFAS 137 defers for one year the
effective date of SFAS 133 which will now apply to all fiscal quarters of all
fiscal years beginning after June 15, 2000. We have not concluded whether the
adoption of SFAS 133 will have a material impact on our consolidated financial
position, results of operations or cash flows.
In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1 ("SOP 98-1"), "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use." SOP 98-1 provides
guidance on accounting for the costs of computer software developed or obtained
for internal use. The SOP is effective for financial statements for fiscal years
beginning after December 15, 1998. We have concluded adoption of this SOP will
not have a material impact on our consolidated financial position, results of
operations or cash flows.
FACTORS AFFECTING FUTURE OPERATING RESULTS
You should not rely on our past results to predict our future performance
because our operating results may fluctuate.
Our historical operating results may not be accurate indicators of our
future performance. Our operating results have been subject to significant
quarterly and annual fluctuations in the past, and we expect this to continue in
the future. For example, in the quarter ended October 2, 1999, we experienced a
substantial shortfall in our revenues and a net loss. Our loss was attributable
to several factors, including an inability to close sales as originally
forecast, particularly sales of our higher-margin software products, and
component supply problems. During the quarter ended January 1, 2000 we
experienced stronger than originally forecasted sales of products with higher
gross margins combined with improvements in our component supply chain. These
factors along with stronger than originally forecasted sales from the BYE/Oasis
semi-conductor division, resulted in revenue growth and positive earnings for
the quarter ended January 1, 2000. In order to sustain continued growth we will
have to invest in both personnel and capital equipment as well as rely on
acceptance of our products in the market. Therefore the current quarter's
performance should not be taken as an indication of future quarters results.
Factors that may contribute to these fluctuations in the future include:
* fluctuations in capital spending domestically and internationally in
one or more industries in which we sell our products;
* changes in product mix and pricing by us, our suppliers or our
competitors;
* availability of components and raw materials for our products;
* new product introductions by us or by our competitors;
* our failure to manufacture a sufficient volume of products in a timely
and cost-effective manner;
* our failure to anticipate the changing product requirements of our
customers;
* a lack of market acceptance of our products or a shift in demand for
our products;
* changes in the mix of sales by distribution channels;
* changes in the spending patters of our customers; and
* extraordinary events such as litigation or acquisitions.
Our operating results and gross margins vary from period to period depending on
capital spending cycles and the mix of sales of lower margin hardware products
and higher margin software products.
Our operating results may also be affected by general economic and other
conditions affecting the timing of customer orders and capital spending as well
as the mix of product sales. For example, our operations during the
13
<PAGE>
ADEPT TECHNOLOGY, INC.
third and fourth quarters of fiscal 1998 and the first three quarters 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. Although we experienced some improvements in
our markets in the third and fourth quarter of fiscal 1999, these improvements
were not sustained in the first quarter of fiscal 2000, in which our revenues
were materially less than anticipated, resulting in a net loss. We cannot
estimate when or if a sustained revival in these key hardware markets will
occur. In addition, we experienced an adverse product mix in the first quarter
of fiscal 2000 as reduced sales of higher margin software products reduced gross
margins and contributed to our net loss. If we are unable to increase sales of
our software products, our gross margins would continue to be adversely
affected.
We generally recognize product revenue upon shipment or, for certain
international sales, upon receipt by the customer. As a result, our net revenues
and results of operations for a fiscal period will be affected by the timing of
orders received and orders shipped during the period. Any delay in shipments of
our products, therefore, would have an adverse effect on our revenues and
profitability. We may experience such delays as a result of product development
delays, problems obtaining raw materials, inability to complete transactions in
our sales pipeline, or any of the other risks described in this section. A delay
in shipments near the end of a fiscal period, for example due to product
development delays or delays in obtaining materials, could materially adversely
affect our business, financial condition and operating results for the period.
In addition, our continued investments in research and development, capital
equipment and ongoing customer service and support capabilities result in
significant fixed costs that we cannot reduce rapidly. As a result, if our sales
for a particular fiscal period are below expected levels, as occurred in the
first quarter of fiscal 2000, our operating results for the period could be
materially adversely affected, and we could experience a loss.
In the event that in some future fiscal quarter our net revenues or
operating results fall below the expectations of public market analysts and
investors, the price of our common stock may fall. We cannot assure you that we
will be able to increase or sustain our profitability on a quarterly or an
annual basis in the future.
Because our product sales are seasonal, we may not be able to maintain a steady
revenue stream.
Our product sales are seasonal. We have historically had higher bookings
for our 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 and summer vacations. In the past, we have
generally been able to maintain revenue levels during the September fiscal
quarter by filling backlog from the June fiscal quarter. If our backlog at the
end of the June fiscal quarter is reduced as a result of lower bookings in the
June quarter or is otherwise insufficient to compensate for lower bookings in
the September fiscal quarter, our revenues and operating results for the
September fiscal quarter and future quarters would be reduced. For example, as a
result of reduced product bookings in each of the three fiscal quarters prior to
the quarter ending March 27, 1999, net revenues fell in the quarters ended
September 26, 1998 and December 26, 1998. In addition, during fiscal 1999 as a
whole, our net revenues were adversely affected by a decline in orders from
customers in the disk-drive and telecommunications markets. Our revenues were
again below expectations in the quarter ended October 2, 1999, and we
experienced a loss as a result of problems associated with a failure to complete
sales, an adverse product mix, and component supply problems.
In addition, you should not rely on our backlog as a useful measure of
anticipated activity or future revenues. The orders constituting our backlog are
subject to changes in delivery schedules and in certain instances are subject to
cancellation without significant penalty by the customer. We have in the past
experienced changes in delivery schedules and customer cancellations that
resulted in our revenues in a given quarter being materially less than would
have been anticipated based on backlog at the beginning of the quarter. We
expect that these delivery changes and order cancellations may adversely affect
our revenues in future quarters.
A significant percentage of our product shipments occur in the last month
of each fiscal quarter. Historically, this has been due in part, at times, to
our inability to forecast the level of demand for our products or of the product
mix for a particular fiscal quarter. To address this problem we periodically
stock inventory levels of completed robots, machine controllers and certain
strategic components. If shipments of our products fail to meet
14
<PAGE>
ADEPT TECHNOLOGY, INC.
forecasted levels, our revenues would be decreased and we would have increased
our operating expenses in anticipation of unrealized increases in sales of our
products.
Sales of our products depend on the capital spending habits of our customers,
which tend to be cyclical.
Intelligent automation systems using our products can range in price from
$75,000 to several million dollars. Accordingly, purchases of our products
represent a substantial capital investment by our customers, and our success
depends directly on their capital expenditure budgets. Our 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 our international customers are not in the
Asian-Pacific region, we believe that recent instability in the Asian-Pacific
economies had a material adverse effect on our operations as a result of a
reduction in sales by our customers to those markets. We have continued to see a
weakness in our markets and cannot predict when, or if, a sustained recovery
will occur. Domestic or international recessions or a downturn in one or more of
our major markets, such as the electronics, telecommunications, semiconductor,
appliances, pharmaceutical, food processing or automotive components industries,
and resulting cutbacks in capital spending would have a direct, material adverse
impact on our business.
Many of the key components and materials of our products come from single source
suppliers, and their procurement requires lengthy lead times.
We obtain many key components and materials and some significant mechanical
subsystems from sole or single source suppliers. We have no guaranteed supply
arrangements with these suppliers. In addition, some of our sole or single
sourced components and mechanical subsystems incorporated into our products have
long procurement lead times. Our reliance on sole or single source suppliers
involves several significant risks, including the following:
* loss of control over the manufacturing process;
* 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.
If any significant sole or single source supplier were unable or unwilling
to manufacture our components, materials or mechanical subsystems we need in the
volumes we require, we would have to identify and qualify acceptable
replacements. The process of qualifying suppliers may be lengthy, and additional
sources may not be available to us on a timely basis, on acceptable terms, or at
all. If supplies of these items were not available from our existing suppliers
and a relationship with an alternative vendor could not be developed in a timely
manner, shipments of our products could be interrupted, and we could be required
to reengineer our products. In the past, we have experienced quality control or
specification problems with key components provided by sole source suppliers and
have had to design around the particular flawed item. We have also experienced
delays in filling customer orders due to the failure of certain suppliers to
meet our volume and schedule requirements. Some of our suppliers in the past
have also ceased manufacturing components that we require for our products, and
we have been required to purchase sufficient supplies for the estimated life of
our product line. Problems of this type with our supplies may occur in the
future.
Disruption or termination of our supply sources could require us to seek
alternative sources of supply and could delay our product shipments and damage
relationships with current and prospective customers. Any of these events could
result in an increase in our expenses and reduction in our revenues and could
result in a net loss. If we incorrectly forecast product mix for a particular
period and we are unable to obtain sufficient supplies of any components or
mechanical subsystems on a timely basis due to long procurement lead times, our
business, financial condition and results of operations would be substantially
impaired. Moreover, if demand for a product for which we have purchased a
substantial amount of components fails to meet our expectations, we would be
required to write off the excess inventory. A prolonged inability to obtain
adequate timely deliveries of key components would also impair our business and
results of operations.
15
<PAGE>
ADEPT TECHNOLOGY, INC.
Any problems we encounter integrating BYE/Oasis Engineering Inc. into our
business could increase our expenses and adversely affect our operating results.
We recently completed the acquisition of BYE/Oasis Engineering Inc.
BYE/Oasis is a manufacturer of contamination control systems and standard
mechanical interfaces for semiconductor fabrication facilities, a business in
which we have no operational experience. This acquisition will require us to
integrate two geographically separated companies that previously operated
independently. We have limited experience with integrating acquired companies
and we may in the near future encounter difficulties as we continue to integrate
our product offerings and operations. In addition, we may not be able to
successfully market BYE/Oasis' products or develop any new products as a result
of the acquisition. Moreover, the consummation of the BYE/Oasis acquisition
could result in suppliers, distributors, or customers of BYE/Oasis canceling or
otherwise terminating their arrangements with BYE/Oasis. If we fail to achieve
the product, marketing, distribution, and other operational benefits and
efficiencies we originally anticipated in the merger, we will have overpaid for
the acquisition, and our shareholders will have experienced substantial dilution
without offsetting benefits. In addition, our future financial performance would
be impaired.
We face intense competition in the market for intelligent automation products.
The market for intelligent automation products is highly competitive. We
believe that the principal competitive factors affecting the market for our
products are:
* product functionality and reliability;
* customer service;
* price; and
* product features such as flexibility, programmability and ease of use.
We compete with a number of robot companies, motion control companies,
machine vision companies and simulation software companies. Many of our
competitors have substantially greater financial, technical, marketing and other
resources than we. In addition, we may in the future face competition from new
entrants in one or more of our markets.
Many of our competitors in the robot market are integrated manufacturers of
products that produce robotics equipment internally for their own use and may
also compete with our products for sales to other customers. Some of these large
manufacturing companies have greater flexibility in pricing than we have because
they generate substantial unit volumes of robots for internal demand. They may
have access through their parent companies to large sources of capital. Any of
our competitors may seek to expand their presence in other markets in which we
compete.
Our current or potential competitors may develop products comparable or
superior in terms of price and performance features to those developed by us.
They may also adapt more quickly than we can to new or emerging technologies and
changes in customer requirements. We may be required to make substantial
additional investments in connection with our research, development,
engineering, marketing and customer service efforts in order to meet any
competitive threat, and these investments may not prove successful. We expect
that in the event the intelligent automation market expands, competition in the
industry will intensify, as additional competitors enter our markets and current
competitors expand their product lines. Increased competitive pressure could
result in a loss of sales or market share, or cause us to lower prices for our
products, any of which could harm our business and operating results.
Our principal competitors in the U.S. robot market include U.S.
subsidiaries of the Japanese companies Fanuc Ltd., Seiko Instruments, Yamaha
Corporation, Sony Corporation, Sankyo Company Limited, and other Japanese robot
companies. In the European robot market, we principally compete with Robert
Bosch GmbH, which to date has sold most of its products in Germany, and with
Fanuc, Seiko, Yamaha, Sony, Sankyo, and other Japanese companies. In the
Japanese robot market, over a dozen robot companies compete with us, including
Fanuc, Nippon Denso, Panasonic Company, Sankyo, Seiko, Sony and Yamaha. Some of
these large manufacturing companies have greater flexibility in pricing than we
have because they generate substantial unit volumes of robots for internal
demand and may have access through their parent companies to large sources of
capital. In addressing the Japanese
16
<PAGE>
ADEPT TECHNOLOGY, INC.
market, we are at a competitive disadvantage as compared to Japanese suppliers,
many of whom have long-standing collaborative relationships with Japanese
manufacturers. Because of this competitive disadvantage, we closed our Japanese
subsidiary in the fall of 1998 and now operate through a joint venture in Japan.
Although we expect to continue to invest significant resources in the Japanese
market in the future, we may not be able to achieve significant sales growth in
the Japanese intelligent automation market.
Our principal competition in the semiconductor atmospheric wafer handling
market comes from Asyst Technologies, Inc. The majority of Asyst's revenue comes
from adaptive Standard Mechanical Interface, or SMIF, devices sold to end users.
They have been the leader in SMIF and isolation technology in the semiconductor
industry. Additional competitors in the semiconductor robot market are Brooks
Automation, Inc. and Equipe, a division of PRI Automation, Inc.
Our principal competitors in the market for motion control systems include
Allen-Bradley Co., a subsidiary of Rockwell International Corporation, in the
United States, and Siemens AG in Europe. In addition, we face 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 our competitors include Tecnomatix
Technologies, Inc., an Israeli company which sells principally to major
automotive manufacturers, and Deneb Robotics Inc., a subsidiary of Dassault
Systemes. In the machine vision market, we face competition from Cognex
Corporation, and Robotic Vision Systems Inc.
We may not be able to keep up with the rapid pace of technological change and
new product development that characterize the intelligent automation industry.
The intelligent automation industry is characterized by rapid technological
change and new product introductions and enhancements. Our ability to remain
competitive and our future success depend greatly upon the technological quality
of our products and processes relative to those of our competitors. We must
continue to develop new and enhanced products and to introduce these new
products at competitive prices and on a timely and cost-effective basis. We may
not be successful in selecting, developing and manufacturing new products or in
enhancing our existing products on a timely basis or at all. Our new or enhanced
products may not achieve market acceptance. If we cannot successfully develop
and manufacture new products, timely enhance our existing technologies, or meet
customers' technical specifications for any new products, our products could
lose market share, our revenues and profits could decline, and we could
experience operating losses. New technology or product introductions by our
competitors could also cause a decline in sales or loss of market share for our
existing products or force us to significantly reduce the prices of our existing
products.
From time to time, we have experienced and will likely continue to
experience delays in the introduction of new products. We have experienced and
may continue to experience technical and manufacturing difficulties with
introductions of new products and enhancements. Any failure by us 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 harm our business. Our success 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 our products, significant delays may occur between
a product's initial introduction and commencement of volume production.
17
<PAGE>
ADEPT TECHNOLOGY, INC.
The development and commercialization of new products involve many
difficulties, including the following:
* the identification of new product opportunities;
* the retention and hiring of appropriate research and development
personnel;
* the definition of the product's technical specifications;
* the successful completion of the development process;
* the successful marketing of the product, the risk of having customers
embrace new technological advances;
* the successful and timely release of software revisions;
* additional customer service costs associated with supporting new
product introductions; and
* additional customer service costs required for field upgrades.
For example, we are currently in the process of releasing our new Digital
Workcell, semiconductor robots and Production PILOT. These products include
significant new networking, communications, and hardware and software
technology. The development of these products may not be completed in a timely
manner and these products may not achieve acceptance in the market. The
development of these products has required, and will require, that we expend
significant financial and management resources. If we are unable to continue to
successfully develop these or other new products that respond to customer
requirements or technological changes, our business would be harmed, and
operating results would suffer.
Our software products may contain defects that could harm our reputation and
future business prospects.
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 our testing, product defects may be
discovered only after a product has been installed and used by customers. Errors
and performance problems may be discovered in future shipments of our products.
These 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 harm our reputation and future business
prospects. In addition, increased development and warranty costs would reduce
our operating profits and could result in losses.
We rely on systems integrators to sell our products.
We believe that our ability to sell products to system integrators will
continue to be important to our success. A substantial portion of our 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 we have from time to time experienced difficulty in
collecting payments from certain of these companies. As a result, we perform
ongoing credit evaluations of our customers. From time to time, because we do
not require collateral, we may require customers to make payments in advance of
shipment or to provide a letter of credit. We provide reserves for potential
credit losses, and to date losses of this type have been within our
expectations. To the extent we are unable to mitigate this risk of collections
from system integrators, our results of operations may be materially adversely
affected.
Our relationships with system integrators are generally not exclusive, and
some of our system integrators may expend a significant amount of effort or give
higher priority to selling products of our competitors. In the future, any of
these system integrators may discontinue their relationships with us or form
additional competing arrangements with our competitors. Although to date none of
our system integrators has accounted for a material percentage of our net
revenues, the loss of, or a significant reduction in revenues from, system
integrators to which we sell a significant amount of our product could have a
material adverse effect on our results of operations.
As we enter new geographic and applications markets, we must locate system
integrators to assist us in building sales in those markets. We may not be
successful in obtaining effective new system integrators or in maintaining sales
relationships with them. If a number of our system integrators experience
financial problems,
18
<PAGE>
ADEPT TECHNOLOGY, INC.
terminate their relationships with us or substantially reduce the amount of our
products they sell, or if we fail to build an effective systems integrator
channel in any new markets, our revenues and operating results would be
adversely affected.
Our presence in international markets exposes us to risk.
We anticipate that international sales will continue to account for a
significant portion of our net revenues; however, we cannot assure you that
international sales will increase or that the current level of international
sales will be sustained. In the first six months of fiscal year 2000 and in each
of the fiscal years 1999, 1998 and 1997, our net revenues from international
sales accounted for approximately 44.0%, 47.2%, 40.5% and 35.8%, respectively,
of our net revenues. We also purchase some components and mechanical subsystems
from foreign suppliers. As a result, our operating results are subject to the
risks inherent in international sales and purchases, which include the
following:
* different 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.
In addition, duty, tariff and freight costs can materially increase the
cost of crucial components for our products. Foreign exchange fluctuations may
render our products less competitive relative to locally manufactured product
offerings, or could result in foreign exchange losses. Moreover, because
substantially all of our 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 our products in foreign markets and make our products
relatively more expensive and less price competitive than competitors' products
that are priced in local currencies. Any of these factors may result in a
reduction in our revenues and a decrease in our earnings, or in our incurring
operating or net losses.
We anticipate that recent turmoil in Asian financial markets and the
deterioration of the underlying economic conditions in certain Asian countries
will continue to have an impact on our 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 our products and restrictions on government
spending imposed by the International Monetary Fund on those countries receiving
the International Monetary Fund's assistance. In addition, customers in those
countries may face reduced access to working capital to fund capital purchases,
such as our products, due to higher interest rates, reduced bank lending due to
contractions in the money supply or the deterioration in the customer's or our
bank's financial condition or the inability to access local equity financing.
We make yen-denominated purchases of certain components and mechanical
subsystems from Japanese suppliers. Depending on the amount of yen-denominated
purchases, we may engage in hedging transactions in the future. However,
notwithstanding these precautions, we remain 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 date cash is
received or payments are made in foreign currencies. We cannot assure you that
our 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 impair our business or operating results.
If our hardware products do not comply with standards set forth by the European
Union, we will not be able to sell them in Europe.
Our hardware products are required to comply with European Union Low
Voltage, Electro-Magnetic Compatibility, and Machinery Safety Directives in
certain European countries, including the United Kingdom, France, Germany and
Italy. The European Union mandates that our products carry the CE mark denoting
that these
19
<PAGE>
ADEPT TECHNOLOGY, INC.
products are manufactured in strict accordance to design guidelines in support
of these directives. These guidelines can change and are subject to varying
interpretation. New guidelines impacting machinery design go into effect each
year. To date, we have retained TUV Rheinland to help certify that our VME
controller-based products, including some of our robots, meet applicable
European Union directives and guidelines. Although our existing certified
products meet the requirements of the applicable European Union directives, we
cannot assure you that future products can be designed, within market window
constraints, to meet the future requirements. In the event any of our robot
products or any other major hardware products do not meet the requirements of
the European Union directives, we would be unable to legally sell these products
in Europe. As a result, our business, financial condition, and operating results
could be impaired.
If we do not comply with environmental regulations, our business may be harmed.
We are subject to a variety of environmental regulations relating to the
use, storage, handling, and disposal of certain hazardous substances used in the
manufacturing and assembly of our products. We believe that we are currently in
compliance with all material environmental regulations in connection with our
manufacturing operations, and that we have obtained all necessary environmental
permits to conduct our business. However, our failure to comply with present or
future regulations could subject us to a variety of consequences that could harm
our business, including:
* the imposition of substantial fines;
* suspension of production; and
* alteration of manufacturing processes or cessation of operations.
Compliance with environmental regulations could require us to acquire
expensive remediation equipment or to incur substantial expenses. Our failure to
control the use, disposal, removal, or storage of, or to adequately restrict the
discharge of, or assist in the cleanup of, hazardous or toxic substances, could
subject us to significant liabilities, including joint and several liabilities
under certain statutes. The imposition of liabilities of this kind could harm
our financial condition.
We could lose revenues and incur significant costs if our systems, the systems
of our customers or third-party systems that we use are not Year 2000 compliant.
Although we have experienced none to date, we may experience significant
problems and costs associated with Year 2000 compliance that could adversely
affect our business, results of operations and financial condition. Significant
uncertainty exists in the software industry concerning the potential effects
associated with such compliance.
Before January 1, 2000, we reviewed the compliance status of the software
and systems used in our internal business processes, to obtain appropriate
assurances of compliance from the manufacturers of these products, and to obtain
an agreement to modify or replace all non-compliant products. We contacted our
critical suppliers and major customers to determine whether the products
obtained from such vendors or sold by the customer to third parties were Year
2000 compliant. In addition, we implemented at our San Jose headquarters a Year
2000 compliant enterprise resource planning system from a third-party vendor and
we converted certain of our other software and systems to commercial products
that were known to be Year 2000 compliant. Additionally, in Europe, we upgraded
our management information systems to be Year 2000 compliant.
In the ordinary course of our business, we test and evaluate our own
software products. We believe that our 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 our software products with
respect to four digit date dependent data or the ability of these products to
correctly create, store, process and output information related to such date
data. To the extent our software products are not fully Year 2000 compliant, our
software products may not contain all necessary software routines and codes
necessary for the accurate calculation, display, storage and manipulation of
data involving dates. To the extent that our products are sold through system
integrators or other third parties, our products may experience Year 2000
problems as a result of the integration of our software with noncompliant Year
2000 products of such third party suppliers. In addition, in certain
circumstances, we have 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
20
<PAGE>
ADEPT TECHNOLOGY, INC.
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 our licensees
experience Year 2000 problems, these licensees could assert claims for damages
against us. To date we have incurred no Year 2000 related claims from any of our
customers.
We have incurred costs of approximately $3.3 million and expect to incur in
total, approximately $3.5 million in connection with our implementation of a new
enterprise resource planning software system and upgrades for other systems at
our San Jose headquarters and in our European offices, which is Year 2000
compliant. Additionally, we are currently in the process of developing a
contingency plan related to Year 2000. Our resources spent on investigating and
remedying Year 2000 compliance issues did not have a material adverse effect on
our business, financial condition and results of operations.
We may experience problems associated with the introduction of the Single
European Currency.
We are in the process of addressing the issues raised by the introduction
of the Single European Currency, or the Euro, as of January 1, 1999 and
transition to full adoption as of January 1, 2002. Our internal systems that are
affected by the initial introduction of the Euro were Euro-capable as of January
1, 1999. We do not presently expect that the introduction and use of the Euro
will materially affect our foreign exchange and hedging activities, or our use
of derivative instruments, or will result in any material increase in costs to
us. While we 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 our
financial condition or overall trends in results of operations.
The success of our business depends on our key employees.
We are highly dependent upon the continuing contributions of our key
management, sales, and product development personnel. In particular, we would be
materially adversely affected if we were to lose the services of Brian Carlisle,
Chief Executive Officer and Chairman of the Board of Directors, who has provided
significant leadership to the Company since our inception, or Bruce Shimano,
Vice President, Research and Development and a Director, who has guided our
research and development programs since our inception. In addition, the loss of
the services of any of our senior managerial, technical or sales personnel could
materially adversely affect our business, financial condition, and results of
operations. We do not have employment contracts with any of our executive
officers and do not maintain key man life insurance on the lives of any of our
key personnel.
Our future success also heavily depends on our continuing ability, to
attract, retain, and motivate highly qualified managerial, technical and sales
personnel. Competition for qualified technical personnel in the intelligent
automation industry is intense. Our inability to recruit and train adequate
numbers of qualified personnel on a timely basis would adversely affect our
ability to design, manufacture, market and support our products.
We are subject to the risks associated with acquisitions.
From time to time, we may consider the acquisition of companies or
technologies that management believes may complement or extend our current
products, businesses, or technologies. In the last three years, we have made
some acquisitions of various sizes, including the recent acquisition of
BYE/Oasis. In the future we may make material acquisitions of, or large
investments in, other businesses that offer products, services, and technologies
that management believes will further our strategic objectives. Any future
acquisitions or investments we might make would present risks commonly
associated with these types of transactions, including:
* difficulty in combining the technology, operations, or work force of
the acquired business;
* disruptions of our on-going businesses;
* difficulties in realizing our potential financial and strategic
position through the successful integration of the acquired business;
* difficulty in maintaining uniform standards, controls, procedures, and
policies;
* potential negative impact in results of operations due to amortization
of goodwill or other intangible assets acquired; and
* the diversion of management attention.
21
<PAGE>
ADEPT TECHNOLOGY, INC.
The risks described above, either individually or in the aggregate, could
materially impair our business, operating results, and financial condition. We
expect that future acquisitions, if any, could provide for consideration to be
paid in cash, shares of our common stock, or a combination of cash and common
stock.
Our failure to protect our intellectual property and proprietary technology may
significantly impair our competitive advantage.
Third parties may infringe or misappropriate our copyrights, trademarks and
similar proprietary rights. We cannot be certain that the steps we have taken to
prevent the misappropriation of our intellectual property are adequate,
particularly in foreign countries where the laws may not protect our proprietary
rights as fully as in the United States. We rely on a combination of patent,
copyright and trade secret protection and nondisclosure agreements to protect
our proprietary rights. However, we cannot be certain that patent and copyright
law and trade secret protection will be adequate to deter misappropriation of
our technology, that any patents issued to Adept will not be challenged,
invalidated or circumvented, that the rights granted thereunder will provide
competitive advantages to us, or that the claims under any patent application
will be allowed. We 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 our 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 us.
We may in the future initiate claims or litigation against third parties
for infringement of our proprietary rights in order to determine the scope and
validity of our proprietary rights or the proprietary rights of our competitors.
These claims could result in costly litigation and the diversion of our
technical and management personnel.
We may face costly intellectual property infringement claims.
We have from time to time received communications from third parties
asserting that we are infringing certain patents and other intellectual property
rights of others or seeking indemnification against the alleged infringement. As
claims arise, we evaluate their merits. Any claims of infringement brought by
third parties could result in protracted and costly litigation, in our paying
damages for infringement, and in the need for us to obtain a license relating to
one or more of our products or current or future technologies. Such license may
not be available on commercially reasonable terms or at all. Litigation, which
could result in substantial cost to us and diversion of our resources, may be
necessary to enforce our patents or other intellectual property rights or to
defend us against claimed infringement of the rights of others. Any intellectual
property litigation and the failure to obtain necessary licenses or other rights
could have a material adverse effect on our business, financial condition and
results of operations.
For example, some end users of our products have notified us that they have
received a claim of patent infringement from the Jerome H. Lemelson Foundation,
alleging that their use of our machine vision products infringes certain patents
issued to Mr. Lemelson. In addition, we have been notified that other end users
of our AdeptVision VME line and the predecessor line of Multibus machine vision
products have received letters from the Lemelson Foundation which refer to Mr.
Lemelson's patent portfolio and offer the end user a license to the particular
patents. Some of our end users have notified us that they may seek
indemnification from us for damages or expenses resulting from this matter. We
cannot predict the outcome of this or any similar litigation which may arise in
the future. Litigation of this kind may have a material adverse effect on our
business, financial condition or results of operations.
PART II - OTHER INFORMATION
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's 1999 Annual Meeting of Shareholders, originally scheduled to be
held on November 5, 1999 but instead adjourned until it was held on November 18,
1999, the shareholders approved the following actions:
22
<PAGE>
ADEPT TECHNOLOGY, INC.
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: 7,815,831 Withheld: 770,080
Bruce E. Shimano: For: 7,813,068 Withheld: 772,843
Ronald E.F. Codd: For: 7,845,192 Withheld: 740,719
Michael P. Kelly: For: 7,841,592 Withheld: 744,319
Cary R. Mock: For: 7,841,061 Withheld: 744,850
John E. Pomeroy: For: 7,844,761 Withheld: 741,150
b) Approval of an amendment to the Company's 1993 Stock Plan to increase by
1,000,000 shares to 3,462,500 the number of shares reserved for issuance
thereunder.
For: 3,241,625 Against: 2,710,417 Abstain: 45,871
c) Ratification of the appointment of Ernst & Young LLP as independent
auditors for the Company for the fiscal year ending June 30, 2000.
For: 8,491,910 Against: 81,045 Abstain: 12,947
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. On November 1, 1999, a Form 8-K was filed by the
Company that included our news release announcing our results of
operations for the first quarter of fiscal 2000.
23
<PAGE>
ADEPT TECHNOLOGY, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ADEPT TECHNOLOGY, INC.
Date: February 15, 2000 By: /s/ Kathleen M. Fisher
------------------------------------
Kathleen M. Fisher
Vice President Finance and Chief
Financial Officer
24
<PAGE>
ADEPT TECHNOLOGY, INC.
INDEX TO EXHIBITS
SEQUENTIALLY
NUMBERED
EXHIBITS PAGE
- --------------------------------------------------------------------------------
27.1 Financial Data Schedule. 26
25
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AS OF JANUARY 1, 2000, AND THE
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED
JANUARY 1, 2000, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> JAN-01-2000
<CASH> 11,989
<SECURITIES> 13,195
<RECEIVABLES> 21,631
<ALLOWANCES> 1,328
<INVENTORY> 13,228
<CURRENT-ASSETS> 63,736
<PP&E> 25,419
<DEPRECIATION> 20,059
<TOTAL-ASSETS> 70,769
<CURRENT-LIABILITIES> 16,937
<BONDS> 0
0
0
<COMMON> 51,132
<OTHER-SE> 2,700
<TOTAL-LIABILITY-AND-EQUITY> 70,769
<SALES> 44,901
<TOTAL-REVENUES> 44,901
<CGS> 26,457
<TOTAL-COSTS> 48,668
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,216)
<INCOME-TAX> (3,216)
<INCOME-CONTINUING> (2,271)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,271)
<EPS-BASIC> (.24)
<EPS-DILUTED> (.24)
</TABLE>
