UNITED STATES
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
Date of Report (Date of earliest event reported) August 29, 2012
Adept Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
0-27122 |
94-2900635 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
5960 Inglewood Drive, Pleasanton CA |
94588 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (925) 245-3400
None
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
||
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 2.02. Results of Operations and Financial Condition.
The following information, including the text of the press release attached as an exhibit to this Form 8-K, is furnished pursuant to Item 2.02 of Form 8-K, "Results of Operations and Financial Condition."
The information contained in this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information contained in this Current Report shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
On August 29, 2012, Adept Technology, Inc. ("Adept") issued a press release announcing its financial results for its fiscal 2012 fourth quarter ended June 30, 2012. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference.
The presentation of Adept's financial results for its fourth quarter ended June 30, 2012 included in this Current Report on Form 8-K is qualified by a detailed discussion of associated material risks set forth in Adept's filings with the Securities and Exchange Commission. This includes Adept's Annual Report on Form 10-K for the year ended June 30, 2011.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release of Adept Technology, Inc. issued August 29, 2012.
SIGNATURE
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.
| Adept Technology, Inc.
(Registrant) |
||
| August 29, 2012
(Date) |
/s/ LISA M. CUMMINS
Lisa M. Cummins Senior Vice President of Finance and Chief Financial Officer |
EXHIBIT 99.1
PLEASANTON, Calif., Aug. 29, 2012 (GLOBE NEWSWIRE) -- Adept Technology, Inc. (Nasdaq:ADEP), a leading provider of intelligent vision-guided and autonomous mobile robotic solutions, today announced financial results for its fiscal 2012 fourth quarter and year ended June 30, 2012.
Fourth Quarter 2012 Results
Revenues for the fourth quarter of fiscal 2012 were $17.0 million, which compares to $16.8 million for the fourth quarter of fiscal 2011 and $17.5 million for the previous quarter of fiscal 2012. Adept reported a GAAP net loss of $358,000, or $0.04 per share in the fourth quarter of fiscal 2012, which compares to a net loss of $686,000, or $0.08 per share in the fourth quarter of fiscal 2011, and a net loss of $1.5 million, or $0.16 per share in the previous quarter.
Gross margin was 41.5% of revenue in the fourth quarter of fiscal 2012, compared to 45.3% of revenue in the fourth quarter of fiscal 2011 and 41.1% in the previous quarter. The decrease in gross margin is the result of lower margin product mix including higher disk drive sales and currency exchange due to an unfavorable Euro rate during the fourth quarter.
Operating expenses in the fourth quarter of fiscal 2012 were $7.6 million, compared to $8.8 million for the same period last year and $8.3 million in the previous quarter. The decrease primarily resulted from the full consolidation of the Denmark entity in the current quarter compared to the fourth quarter of fiscal 2011, as well as increased streamlining of our operating costs and efficiencies. Operating loss for the fourth quarter of fiscal 2012 was $531,000, which compares to operating loss of $1.2 million for the fourth quarter of fiscal 2011 and an operating loss of $1.2 million in the previous quarter.
Adept's adjusted EBITDA loss was $341,000 in the fourth quarter of fiscal 2012, compared with adjusted EBITDA of $194,000 in the fourth quarter of fiscal 2011 and adjusted EBITDA loss of $51,000 in the previous quarter. A discussion of this non-GAAP measure and reconciliation to the applicable GAAP measure is included below.
Adept ended the year with cash and cash equivalents of $8.7 million at June 30, 2012, compared to $6.0 million at March 31, 2012 and $8.6 million at June 30, 2011.
Fiscal Year 2012 Results
Revenues for the fiscal year ended June 30, 2012 grew 15.2% to $66.2 million, compared to $57.5 million for fiscal 2011, reflecting strength in the Company's core markets, as well as growth in our new initiatives of Mobile Robots and Packaging Solutions. The Company reported a GAAP net loss for the year of $3.7 million, or $0.40 per share, which compares to a net loss of $6.8 million, or $0.77 per share in fiscal 2011.
Gross margin was 42.3% of revenue in fiscal 2012, compared with 43.3% in fiscal 2011. The decrease in gross margin is the result of lower margin product mix and currency exchange due to an unfavorable Euro rate during the year.
Operating expenses for the year were $31.1 million, down 1% compared to $31.4 million in fiscal 2011. The decrease in operating expenses is primarily the result of lower stock compensation expense in the current year and cost savings from the continued streamlining of our overhead costs and processes, which were partially offset by increased R&D expense and restructuring expense due to the consolidation of our Denmark facility.
Adept's adjusted EBITDA loss was $53,000 for fiscal 2012, compared with adjusted EBITDA loss of $1.2 million in fiscal 2011. A discussion of this non-GAAP measure and reconciliation to the applicable GAAP measure is included below.
"Fiscal 2012 was marked by the achievement of many significant milestones for Adept," said John Dulchinos, president and chief executive officer of the Company. "Revenues grew more than 15% as we achieved our first meaningful contribution from our acquisitions of MobileRobots and InMoTx as well as receiving validation from key customers for our first application solutions in the semiconductor market for our Mobile Robot business and the fresh cut market for our packaging business. Leading customers such as Philips and Earthbound Farms are strong proof that our innovative technology and solutions are providing significant value to customers in both traditional automation markets such as electronics as well as new robotics markets such as food packaging and warehousing, and represent a significant growth opportunity for our company. During the year we also substantially increased our operating leverage as we consolidated our Denmark entity allowing yearly operating expenses to remain flat as revenues grew."
Dulchinos continued, "Going into the fourth quarter, we continued to see customer validation and interest for our Mobile Robot and Packaging Solutions. However as the quarter came to a close we began to experience the impact of the European economic downturn which may accentuate what is normally a seasonally slow first quarter. We are executing to plan and remain committed to investing in Packaging Solutions and Mobile Robots to ensure that we are positioned to take advantage of the substantial growth opportunities we are facing. Our public common stock offering in June 2012 raised some funds in this effort and we continue to review ways to deliver on our growth objectives."
Recent Highlights
Quarterly Conference Call
John Dulchinos, president and chief executive officer, and Lisa Cummins, senior vice president and chief financial officer, will host an investor conference call today, August 29, 2012 at 5:00 P.M Eastern Time, to review the Company's financial and operating performance for the fiscal 2012 fourth quarter and full fiscal year 2012. The call may also include statements regarding the Company's anticipated operations during fiscal 2013. These statements will be forward-looking, and actual results may differ materially. The Company intends to continue its practice of not updating forward-looking statements or providing anticipated financial performance information except as is included in this press release. The call can be accessed by dialing 877-941-6009. Participants are asked to call the assigned number approximately 10 minutes before the conference call begins. In addition, the conference call will be available over the Internet at www.adept.com in the Investor Relations section of the website. For those who are not available to listen to the live broadcast, the call will be archived at www.adept.com and a telephonic playback of the conference call will also be available for seven days following the call. Replay listeners should call (800) 406-7325 and enter the passcode 4532388#.
Company Profile
Adept is a global, leading provider of intelligent robots and autonomous mobile solutions and services that enable customers to achieve precision, speed, quality and productivity in their assembly, handling, packaging, testing, and logistical processes. With a comprehensive portfolio of high-performance motion controllers, application development software, vision-guidance technology and high-reliability robot mechanisms with autonomous capabilities, Adept provides specialized, cost-effective robotics systems and services to high-growth markets including Packaging, Medical, Disk Drive/Electronics, and Solar; as well as to traditional industrial markets including machine tool automation and automotive components. More information is available at www.adept.com.
All trade names are either trademarks or registered trademarks of their respective holders.
The Adept Technology logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=5387
Use of Non-GAAP Financial Information
In addition to presenting GAAP net income (loss), we present adjusted EBITDA (loss), which we define as earnings before interest income, income taxes, depreciation and amortization, goodwill impairment, stock compensation expense, restructuring charges, and merger and acquisition-related expenses, as a relevant measure of core operational performance. We believe that this provides meaningful supplemental information to our investors regarding our ongoing operating performance, and it has been used as a basis for Adept's incentive compensation programs for our management team in fiscal 2011 and 2012 and a modified version of adjusted EBITDA is used in the Company's covenants for its line of credit.
Adjusted EBITDA (loss) should be considered in addition to, and not as a substitute for, GAAP measures of financial performance. For more information on our adjusted EBITDA (loss) please see the table captioned "Reconciliation of GAAP net loss to Adjusted EBITDA (loss)" below. While we believe that adjusted EBITDA (loss) is useful as described above, it is incomplete and should not be used to evaluate the full performance of the Company or its prospects. Although historically infrequent, unpredictable and significantly variable and thus included in this adjustment, mergers and acquisitions expenses may occur in the future if additional acquisitions are pursued and restructuring charges could occur in the event of future corporate reconfiguration. Additionally, stock-based compensation has been, and will continue to be, a recurring expense as an important incentive component of employee compensation. GAAP net loss is the most complete measure available to evaluate all elements of our performance. Similarly, our Consolidated Statement of Cash Flows, as presented in our filings with the Securities and Exchange Commission, provides the full accounting for how we have decided to use resources provided to us from our customers and shareholders.
Forward-Looking Statements
This press release contains forward-looking statements including, without limitation, statements about our expectations for liquidity, revenues and cash flow, opportunities in our core markets and potential new markets, and our ability to grow our customer base and revenues through our MobileRobots and InMoTx acquisitions to establish our Mobile Robot business and grow our Packaging Solutions business. Such statements are based on current expectations and projections about the Company's business. These statements are not guarantees of future performance and involve numerous risks and uncertainties that are difficult to predict. The Company's actual results could differ materially from those expressed in forward-looking statements for a variety of reasons, including but not limited to factors affecting our fluctuating operating results that are difficult to forecast or outside our control: the effect of the current state of the manufacturing sector and other businesses of our customers; the timing and impact of the Company's decisions to engage in restructuring actions, M&A activities and other expense-related matters; the impact of integrating our acquired businesses and growth plans on our limited cash resources and requirements of our credit facility; the impact of the acquired companies on the Company's operations; the Company's inability to react quickly to changes in demand for our products; risks of acceptance of the Company's new or current products in the marketplace; the costs of international operations, sales and foreign suppliers and the impact of foreign currency exchange; the cyclicality of capital spending of the Company's customers and lack of long-term customer contracts; the highly competitive nature of and rapid technological change within the intelligent automation industry; the lengthy sales cycles for the Company's products; the Company's increasing investment in markets that are subject to increased regulation; risks associated with sole or single sources of supply; potential delays associated with the development and introduction of new products; and the need to complete acquisitions to expand operations.
For a discussion of risk factors relating to Adept's business, see Adept's SEC filings, including the Company's annual report on Form 10-K for the fiscal year ended June 30, 2011, which includes the discussion in Management's Discussion and Analysis of Financial Condition and Results of Operations and Risk Factors.
| ADEPT TECHNOLOGY, INC. | ||
| CONDENSED CONSOLIDATED BALANCE SHEETS | ||
| (in thousands) | ||
| June 30, | June 30, | |
| 2012 | 2011 | |
| ASSETS | ||
| Current assets: | ||
| Cash and cash equivalents | $8,722 | $8,627 |
| Accounts receivable, less allowance for doubtful accounts of $629 at June 30, 2012 and $698 at June 30, 2011 | 11,905 | 10,883 |
| Inventories | 7,954 | 9,547 |
| Other current assets | 514 | 416 |
| Total current assets | 29,095 | 29,473 |
| Property and equipment, net | 2,292 | 1,769 |
| Goodwill | 2,967 | 2,967 |
| Intangible assets | 1,686 | 2,152 |
| Other assets | 121 | 774 |
| Total assets | $36,161 | $37,135 |
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||
| Current liabilities: | ||
| Accounts payable | $6,183 | $8,165 |
| Accrued payroll and related expenses | 2,006 | 2,214 |
| Accrued warranty | 1,243 | 1,116 |
| Line of credit, short-term | 5,500 | -- |
| Other accrued liabilities | 2,040 | 1,157 |
| Total current liabilities | 16,972 | 12,652 |
| Long-term liabilities: | ||
| Tax liabilities, long-term | 399 | 1,364 |
| Line of credit, long-term | -- | 3,900 |
| Other long-term liabilities | 446 | 397 |
| Total liabilities | 17,817 | 18,313 |
| Total stockholders' equity | 18,344 | 18,822 |
| Total liabilities and stockholders' equity | $36,161 | $37,135 |
| ADEPT TECHNOLOGY, INC. | ||||
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
| (in thousands, except per share data) | ||||
| Three Months Ended | Twelve Months Ended | |||
| June 30, | June 30, | June 30, | June 30, | |
| 2012 | 2011 | 2012 | 2011 | |
| Revenues | $16,972 | $16,802 | $66,219 | $57,505 |
| Cost of revenues | 9,929 | 9,193 | 38,219 | 32,604 |
| Gross margin | 7,043 | 7,609 | 28,000 | 24,901 |
| Operating expenses: | ||||
| Research, development and engineering | 2,015 | 2,673 | 8,714 | 8,209 |
| Selling, general and administrative | 5,401 | 5,921 | 20,701 | 22,189 |
| Restructuring charges, including accelerated stock compensation expense | 42 | 67 | 1,256 | 662 |
| Amortization of other intangibles | 116 | 136 | 466 | 349 |
| Total operating expenses | 7,574 | 8,797 | 31,137 | 31,409 |
| Operating loss | (531) | (1,188) | (3,137) | (6,508) |
| Interest expense, net | (78) | (60) | (250) | (124) |
| Currency exchange gain (loss) | (343) | 455 | (732) | (188) |
| Loss before income taxes | (952) | (793) | (4,119) | (6,820) |
| Benefit from income taxes | (594) | (107) | (396) | (56) |
| Net loss | ($358) | ($686) | ($3,723) | ($6,764) |
| Basic and diluted net loss per share | ($0.04) | ($0.08) | ($0.40) | ($0.77) |
| Shares used in computing basic and diluted per share amounts | 9,491 | 8,961 | 9,386 | 8,802 |
| ADEPT TECHNOLOGY, INC. | |||
| Reconciliation of GAAP Net Loss to Adjusted EBITDA (Loss) | |||
| (in thousands) | |||
| Three Months ended | Three Months ended | Three Months ended | |
| June 30, 2012 | March 31, 2012 | June 30, 2011 | |
| Net loss | ($358) | ($1,538) | ($686) |
| Interest expense, net | 78 | 59 | 60 |
| Income taxes | (594) | 157 | (107) |
| Depreciation | 179 | 212 | 266 |
| Amortization of intangibles | 116 | 117 | 136 |
| Stock compensation expense | 196 | 151 | 458 |
| Restructuring charges | 42 | 791 | 67 |
| Merger and acquisition expenses | — | — | — |
| Adjusted EBITDA (loss) | ($341) | ($51) | $194 |
| Twelve Months ended | Twelve Months ended | ||
| June 30, 2012 | June 30, 2011 | ||
| Net loss | ($3,723) | ($6,764) | |
| Interest expense, net | 250 | 124 | |
| Income taxes | (396) | (56) | |
| Depreciation | 893 | 1,063 | |
| Amortization of intangibles | 466 | 349 | |
| Stock compensation expense | 1,201 | 2,578 | |
| Restructuring charges | 1,256 | 662 | |
| Merger and acquisition expenses | — | 884 | |
| Adjusted EBITDA (loss) | ($53) | ($1,160) | |
CONTACT: Lisa Cummins
Chief Financial Officer
925-245-3400
Investor.relations@adept.com
Bonnie McBride
Avalon IR
415-454-8898
bonnie@avalonir.com