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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
July 23, 1996
Date of Report (date of earliest event reported)
ADAPTIVE SOLUTIONS, INC.
(Exact name of Registrant as specified in its charter)
Oregon 0-22472 93-0981962
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification
No.)
1400 N.W. Compton Drive, Suite 340
Beaverton, Oregon 97006
(Address of principal executive offices) (Zip Code)
(503) 690-1236
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events
On July 23, 1996, Adaptive Solutions, Inc., an Oregon corporation (the
"Registrant"), announced its financial results for the three months ended June
30, 1996.
Exhibits
99.1 Press Release dated July 23, 1996, relating to the Event.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 26, 1996 ADAPTIVE SOLUTIONS, INC.
By: /c/ Norm Rush
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Norm Rush
Controller
(Principal Financial and Accounting
Officer)
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ADAPTIVE SOLUTIONS, INC.
EXHIBIT INDEX
Sequentially
Numbered
Document Page
- -------- ------------
99.1 Press Release dated July 23, 1996, relating to the Event. 6
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===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
to
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
________________________
ADAPTIVE SOLUTIONS, INC.
________________________
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Press Release
FOR IMMEDIATE RELEASE
- ---------------------
FOR FURTHER INFORMATION, CONTACT:
John Migliore Fletcher Chamberlin
President and C.E.O. Investor Relations Counsel
Adaptive Solutions, Inc. Harris Massey Herinckx
(503) 690-1236 (503) 295-1922
ADAPTIVE SOLUTIONS' REPORTS SECOND QUARTER RESULTS
Beaverton, OR -- July 23, 1996 Adaptive Solutions, Inc. (NASDAQ:ADSO) today
announced financial results for the quarter ended June 30, 1996.
Total revenue for the quarter was $1,483,000, up 54% from the prior year's
second quarter total of $963,000. The year-over-year revenue increase came
from increased product shipments and from research and development agreements,
under which the company provides technical expertise to original equipment
manufacturer (OEM) customers evaluating or implementing products based on the
company's CNAPS architecture. Product revenue was $976,000, or 49% above last
year's $654,000. Research and development revenue in the quarter grew 64% to
$507,000 from last year's $309,000. While total revenue increased compared
with the prior year's second quarter, it was significantly below the total of
$3,831,000 reported for the first quarter ended March 31, 1996.
The net loss for the quarter was $2,905,000, compared to $2,180,000 in last
year's second quarter. The net loss in the latest quarter was $0.43 per share,
based on an average of 6,763,000 shares outstanding. The net loss per share in
last year's second quarter was $0.41, based on 5,363,000 shares outstanding.
Approximately $2 million of the loss in the latest quarter was caused by one-
time costs related to the company's expense reductions and new strategy which
were announced on June 24, 1996.
"As we forecast at the end of June, our revenue for the second quarter is well
below the most recent quarters we have reported," commented John Migliore,
president and CEO of Adaptive Solutions. "The decline has been caused by a
TM
decrease in PowerShop shipments from first quarter levels and
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by the lack of additional contracts from the two major original equipment
manufacturer (OEM) programs that propelled the revenue increases at the end of
last year and in the first quarter this year."
Migliore added, "As we announced on June 24, we are responding to this decline
in revenue with significant cost reductions and a refocused strategy. Our
current expectation is that revenue in the next few quarters will continue to
be below the most recent quarters, before we begin to generate revenue as a
result of the new strategies. Our revised strategy involves the provision of
more complete forms processing solutions to our customers, and we are
continuing to progress with internal software development and external
partnerships to execute on our plans."
This press release contains forward-looking statements which involve risks and
uncertainties that could cause actual results to differ materially from those
anticipated in the forward-looking statements, including, without limitations
the company's ability to maintain revenue with existing customers while it
implements it's new strategy, changes in the forms processing solutions
markets, successful implementation of the company's new strategy, contained
expansion and maintenance of partnerships and availability of necessary
hardware, which risks and uncertainties are also discussed in greater detail in
the company's Form 10-K and Form 10-Q filed with the S.E.C.
Adaptive Solutions designs and manufacturers pattern recognition solutions
using a unique, affordable massive-parallel microprocessor architecture.
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ADAPTIVE SOLUTIONS
INCOME STATEMENT
(000, except per share data)
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
------------------- ------------------
6/30/96 6/30/95 6/30/96 6/30/95
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net Product Revenue $ 976 $ 654 $ 4,327 $ 1,156
R&D Revenue 507 309 987 605
------- ------- ------- -------
TOTAL REVENUE 1,483 963 5,314 1,761
Cost of Product Revenue 1,262 924 3,396 1,253
Research & Development 880 961 1,811 1,705
Sales & Marketing 538 944 1,350 1,606
General & Administrative 1,740 260 2,227 497
------- ------- ------- -------
TOTAL OPERATING EXPENSES 4,420 3,089 8,784 5,061
------- ------- ------- -------
OPERATING LOSS (2,937) (2,126) (3,470) (3,300)
Interest Income 53 40 80 93
Interest Expense and Other (21) (94) (62) (105)
------- ------- ------- -------
LOSS BEFORE INCOME TAXES (2,905) (2,180) (3,452) (3,312)
Income Tax Expense --- --- --- ---
NET LOSS $(2,905) $(2,180) $(3,452) $(3,312)
------- ------- ------- -------
NET LOSS PER SHARE $ (0.43) $ (0.41) $ (0.53) $ (0.64)
------- ------- ------- -------
Average Shares Outstanding 6,763 5,363 6,519 5,215
</TABLE>
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ADAPTIVE SOLUTIONS
BALANCE SHEETS
(000)
<TABLE>
<CAPTION>
6/30/96 12/31/95
----------- ------------
<S> <C> <C>
Cash and Cash Equivalents $ 4,487 $ 974
Trade Accounts Receivable 1,180 4,220
Inventory 2,235 2,885
Prepaid Expenses 134 381
------- -------
TOTAL CURRENT ASSETS 8,036 8,460
Property and Equipment - Net 1,626 1,754
Other Assets 100 7
------- -------
TOTAL ASSETS $ 9,762 $10,221
------- -------
Accounts Payable $ 58 $ 825
Notes Payable 554 ---
Accrued Expenses 2,039 1,209
Current Portion - Capital leases 451 476
Deferred Revenue 47 67
------- -------
TOTAL CURRENT LIABILITIES 3,149 2,577
Capital Leases, less Current Portion 506 496
Common Stock 31,068 28,674
Unearned Compensation --- (17)
Accumulated Deficit (24,961) (21,509)
------- -------
TOTAL STOCKHOLDERS' EQUITY 6,107 7,148
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,762 $10,221
------- -------
####
</TABLE>
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