Form 8-K ADEPT TECHNOLOGY INC For: Nov 04
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) November 4, 2014�
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 Item 2.02 of 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 November 4, 2014, Adept Technology, Inc. ("Adept") issued a press release announcing its financial results for its fiscal 2015 first quarter ended September 27, 2014. 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 first quarter ended September 27, 2014 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, 2014.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release of Adept Technology, Inc. issued November 4, 2014
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) |
November 4, 2014
(Date) |
� | /s/ � SETH HALIO
Seth Halio Chief Financial Officer |
EXHIBIT 99.1
Adept Technology Reports Fiscal Year 2015 First Quarter Results
- 6% Increase in Revenues;
- $0.01 Diluted Earnings Per Share;
- Adjusted EBITDA Grew 35%
PLEASANTON, Calif., Nov. 4, 2014 (GLOBE NEWSWIRE) -- Adept Technology, Inc. (Nasdaq: ADEP), a leading provider of intelligent robots, autonomous mobile solutions and services, today announced its fiscal 2015 first quarter financial results.
Fiscal 2015 First Quarter Highlights
- Revenue of $14.4 million increased 6% compared with the 2014 first quarter.
- Operating income was $0.1 million compared with an operating loss of $0.2 million in 2014.
- Adjusted EBITDA of $0.6 million increased 35% compared with 2014.
"I am pleased that in the first quarter we were able to continue to invest in our strategic initiatives, including new product development and sales, service and marketing resources, while at the same time improve our bottom line performance. We continue to believe our progress will be dependent on four imperatives: disciplined focus on the voice of the customer; continual introduction of new products; expanding our margins; and profitably growing our sales," said Rob Cain, Adept's President and CEO. "During the quarter and into the second quarter, we have continued to work on improving performance in the U.S., and this improvement along with our historical strength in Europe and our growth opportunities for Asia and mobile, positions Adept for strong and profitable long term growth."
First Quarter Fiscal 2015 Results
Revenues for the first quarter of fiscal 2015 were $14.4 million, compared with $13.6 million in 2014. Gross margin was 44.7%, compared with 46.1% in 2014. Operating expenses were $6.4 million, compared to $6.5 million in 2014. The Company's operating income for the first quarter was $0.1 million, compared with an operating loss of $0.2 million 2014. In the 2015 first quarter, Adept reported GAAP net income attributable to common shareholders of $0.1 million, or $0.01 per share. This compares with a net loss of $0.5 million, or a loss of $0.05 per share, in 2014. Adept's non-GAAP adjusted EBITDA was $0.6 million in the 2015 first quarter, compared with $0.5 million in 2014. A discussion of this non-GAAP measure and reconciliation to the applicable GAAP measure is included below. Adept's cash and cash equivalents at September 27, 2014 totaled $4.8 million, and the Company did not draw on its credit facility.
Quarterly Conference Call (November 4, 2014)
Rob Cain, President and Chief Executive Officer, and Seth Halio, Chief Financial Officer, will host an investor conference call on Tuesday, November 4, 2014 at 5:00 P.M. Eastern Time, to review the Company's financial and operating performance for fiscal 2015 first quarter. The call may also include statements regarding the Company's anticipated future operational activities. 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. The call can be accessed by dialing 1-888-466-4462. International callers can dial 1-719-325-2144. 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 our website. A webcast archive will also be available following the call's conclusion until the Company reports its financial results for its fiscal 2015 second quarter.
Company Profile
Adept is a global, leading provider of intelligent robots, 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 medical, electronics, food and semiconductor; 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.
Use of Non-GAAP Financial Information
In addition to presenting GAAP net income (loss), we present non-GAAP adjusted EBITDA (loss), which we define as earnings before (to the extent otherwise applicable) interest expense, income taxes, depreciation and amortization, intangibles and goodwill impairment charges, merger and acquisition related expenses, stock compensation expense, and restructuring charges as a relevant measure of performance approximating operating cash flow, a metric commonly used among technology companies. We believe that this provides meaningful supplemental information to our investors regarding our ongoing operating performance. 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 income (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. Further, while we have incurred restructuring expense in the past, this is not a routine aspect of our operating activities and varies in amount and effect. Additionally, stock-based compensation has been, and will continue to be, a recurring expense as an important incentive component of employee compensation. GAAP net income (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 about stabilization of our business, the impact of our cost reductions, new market strategies for our sales and opportunities in our geographic markets, and our ability to grow our customer base, revenues, and cash flow. 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; our limited liquidity due to historical operating losses and negative cash flow, the effect of the current state of the manufacturing sector and other businesses of our customers; the effectiveness and unintended consequences of our restructuring actions and other expense-related matters; changes in our management team; the impact of acquisitions and strategic plans on our cash resources and operations, the Company's inability to accurately forecast or react quickly to changes in demand for our products; seasonality of results, particularly in Europe; risks of technical and commercial acceptance of the Company's new or current products; the costs of international operations, sales and 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 outsourced manufacturing and single sources of supply; potential delays associated with the development and introduction of new products; and potential costs of regulatory compliance.
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, 2014, which includes the discussion in Management's Discussion and Analysis of Financial Condition and Results of Operations and Risk Factors.
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
(in thousands, except per share amounts) | ||
� | � | � |
� | � | � |
� | September 27, | June�30, |
� | 2014 | 2014 |
� | (unaudited) | � |
ASSETS | � | � |
Current assets: | � | � |
Cash and cash equivalents | �$�4,772 | �$�7,600 |
Restricted cash | 188 | 194 |
Accounts receivable | 11,098 | 10,974 |
Inventories | 11,248 | 10,296 |
Other current assets | 789 | 545 |
Total current assets | 28,095 | 29,609 |
Property and equipment, net | 986 | 1,082 |
Goodwill | 1,493 | 1,493 |
Other intangible assets, net | 735 | 796 |
Other assets | 95 | 90 |
Total assets | �$�31,404 | �$�33,070 |
� | � | � |
LIABILITIES AND STOCKHOLDERS' EQUITY | � | � |
Current liabilities: | � | � |
Accounts payable | �$�6,512 | �$�7,709 |
Accrued payroll and related expenses | 1,986 | 2,235 |
Accrued warranty expenses | 901 | 897 |
Deferred revenue | 457 | 644 |
Accrued income tax, current | 63 | 10 |
Other accrued liabilities | 701 | 848 |
Total current liabilities | 10,620 | 12,343 |
Long-term liabilities: | � | � |
Deferred income tax, long-term | 430 | 430 |
Long-term obligations | 78 | 130 |
Total liabilities | 11,128 | 12,903 |
Stockholders' equity: | � | � |
Common stock | 189,738 | 189,427 |
Treasury stock | (42) | (42) |
Accumulated deficit | (169,286) | (169,368) |
Accumulated other comprehensive income | (134) | 150 |
Total stockholders' equity | 20,276 | 20,167 |
Total liabilities and stockholders' equity | �$�31,404 | �$�33,070 |
� | ||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||
(unaudited) | ||
(in thousands, except per share amounts) | ||
� | � | � |
� | Three Months Ended | |
� | September�27, | September�28, |
� | 2014 | 2013 |
Revenues | �$�14,402 | �$�13,571 |
Cost of revenues | 7,959 | 7,309 |
Gross margin | 6,443 | 6,262 |
Operating expenses: | � | � |
Research, development and engineering | 1,496 | 1,555 |
Selling, general and administrative | 4,802 | 4,888 |
Amortization of other intangible assets | 61 | 61 |
Total operating expenses | 6,359 | 6,504 |
Operating income (loss) | 84 | (242) |
Interest expense, net | -- | (5) |
Foreign currency exchange gain (loss) | 78 | (96) |
Income (loss) before income taxes | 162 | (343) |
Provision for income taxes | 80 | 55 |
Net income (loss) | 82 | (398) |
Effects of redeemable convertible preferred stock: | � | � |
Accretion of preferred stock to redemption value | (24) | |
Dividends allocated to preferred stockholders | (80) | |
Net income (loss) attributable to common stockholders | �$�82 | $ (502) |
� | � | � |
Net income (loss) per share attributable to common stockholders: | � | � |
Basic | �$�0.01 | $ (0.05) |
� | � | � |
Diluted | �$�0.01 | $ (0.05) |
� | � | � |
Shares used to compute net income (loss) per share attributable to common stockholders: | � | � |
Basic | 13,059 | 10,855 |
� | � | � |
Diluted | 13,488 | 10,855 |
� | ||
Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA | ||
(in thousands) | ||
(unaudited) | ||
� | � | � |
� | Three months Ended | |
� | September 27, 2014 | September 28, 2013 |
� | � | � |
Net income (loss) | $82 | $ (398) |
Interest income (expense), net | � | (5) |
Provision for income taxes | 80 | 55 |
Depreciation and amortization | 262 | 275 |
Stock compensation expense | 201 | 526 |
Adjusted EBITDA (loss) | $625 | $463 |
CONTACT: Seth Halio Chief Financial Officer 925-245-3400 [email protected]
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