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ADEP > SEC Filings for ADEP > Form 10-Q on 8-May-2012All Recent SEC Filings

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Form 10-Q for ADEPT TECHNOLOGY INC


8-May-2012

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about:
• the economic environment affecting us and the markets we serve;

• sources of revenues and anticipated revenues, including the contribution from the growth of new products and markets;

• our expectations regarding our cash flows and capital requirements and the impact of the timing of receipts and disbursements and requirements of our credit facility;

• our ability to successfully integrate and grow the MobileRobots and InMoTx businesses and other businesses we may acquire;

• marketing and commercialization of our products under development and services;

• our ability to attract customers and the market acceptance of our products;

• our ability to establish relationships with suppliers, systems integrators and OEMs for the supply and distribution of our products;

• plans for future products and services and for enhancements of existing products and services; and

• plans for future acquisitions of products, technologies and businesses.

In some cases, you can identify forward-looking statements by terms such as "may," "intend," "might," "will," "should," "could," "would," "expect," "believe," "estimate," "predict," "potential," or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions, which may or may not prove to be correct, and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these statements. We discuss many of these risks in greater detail in Item 1A - Risk Factors in our Annual Report on Form 10-K filed on September 6, 2011. Statements made in this report represent our estimates and assumptions only as of the date of this report.
In this report, unless the context indicates otherwise, the terms "Adept," "we," "us," and "our" refer to Adept Technology, Inc., a Delaware corporation, and its subsidiaries.
OVERVIEW We provide intelligent robotics systems, the core of which are our motion controls systems, integrated vision-guidance technology and application software, which are sold in combination with our own proprietary robot mechanisms. Our vision-guidance technology is tightly integrated with our motion controls technology, and this is a key differentiator for Adept. We also have autonomous robot and fleet management capabilities that enhance our offerings for target markets. In addition, we provide a full complement of robotics services and support for our customers. Through sales to system integrators, OEM partners and end-user companies, we sell our robotics systems and services into a few broad industries where we believe we can provide the best solutions for particular applications. We operate in two segments: Robotics and Services and Support.
Strategy
Our strategy focuses on a few specific industries where the use of automation is currently fast-growing or is expected to grow over the long term and where we can provide significant product differentiation. This strategy reflects our belief that new opportunities exist in the expansion of application level solutions in vertical markets, where automation has been largely non-existent or extremely inflexible. The industries we have targeted are: medical, logistics, clean-tech markets and packaging. Currently, we are focusing the majority of our investment on our MobileRobots technology and packaging solutions applications. We are investing significantly in the MobileRobots technology to take advantage of emerging opportunities in the medical, logistics, and solar markets as it pertains to mobile technology. For example, in the medical industry we have formed a partnership to be the exclusive provider of autonomous mobile robots to SwissLog Healthcare Solutions for use in hospitals, labs and clinics to transport specimens, lab samples and pharmaceuticals, and in February 2012, we launched the new Adept Courier, a small autonomous vehicle that simplifies the everyday task of moving goods, materials, samples, or parts around an office or production environment. Since most logistics problems require a fleet of robots combined with our new enterprise fleet manager to effectively solve, we believe our unique mobile robot technology has tremendous long term potential across a wide range of industries, and we believe this business will be characterized by larger average order sizes and better visibility


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than our traditional businesses.
The packaging market has continued to provide new applications even during the last few years of worldwide economic weakness and has proven the strength of our Quattro robot in this industry. We believe our acquisition of InMoTx in January 2011 further strengthens our offerings for the packaging market, as InMoTx brings differentiated technology for global food processing applications. We believe the natural foods market is a largely untapped automation market, and the technology we acquired from InMoTx is an enabler for these applications. The InMoTx acquisition also brings changes to our standard business model, as order sizes of these packaging cells are typically larger than our normal component sales, revenues are received in installments over the project term and deferred until recognizable, and each cell includes high margin consumable grippers which must be replaced periodically over the life of the cell, generating a secondary revenue stream.
In the solar market, we have achieved new design wins with solar cell manufacturers that we believe will provide long-term opportunity for Adept as these manufacturers begin to equip their automation capabilities and ramp up their production operations. We hope to capitalize on the growing opportunities for automation in China as a rapidly developing market for industrial robots over the long term with our new sales and service office in Shanghai, which opened near the end of fiscal 2011. This office will allow us more visible access and support to our growing customer base in the region. Additionally, we continue to address our sales efforts towards our traditional markets, such as the German automotive electronics and industrial markets, where our products are well positioned, demand is strengthening and we believe significant long-term opportunity exists.
Included in our growth strategy is an ongoing search for possible businesses, product lines or technologies for partnership or collaboration. Our focus is on pursuing partnerships that would broaden our solutions capabilities, further strengthen our position in key markets, increase our revenues and expand our operational scale. Our long-term strategy is to grow our new MobileRobots and Packaging Solutions initiatives to enable these businesses to achieve 50% of our total revenues, while improving our gross margin to exceed 45% and increase net margins over time in parallel with our growth efforts. Recent Acquisitions
On January 10, 2011, we acquired InMoTx, Inc. ("InMoTx"), a privately-held provider of robotic platform solutions and gripping technology for the global food processing market, based in Denmark before the consolidation, pursuant to a merger agreement dated January 4, 2011, under which we paid $1.5 million in cash, and issued 199,979 shares of our common stock to InMoTx shareholders, of which all shares were made subject to a holdback arrangement to secure the InMoTx shareholder indemnity obligations for an eighteen month period. Adept also issued 100,000 shares of our common stock to the InMoTx chief technology officer, to vest on the third anniversary of the merger, contingent upon his continued employment by Adept or a subsidiary, subject to certain exceptions for disability, termination without cause or termination for good reason or a change of control. On September 20, 2011, the InMoTx chief technology officer entered into a separation agreement with the Company to terminate employment on January 31, 2012. Of the 100,000 share grant issued upon the merger, 80,500 shares were forfeited as of September 20, 2011, and 19,500 shares remain outstanding and will vest on June 30, 2012, subject to the satisfactory completion of the requirements set forth in the separation agreement. In the third quarter of fiscal 2012, Adept agreed upon indemnification amounts of $508,000 due from the former shareholders of InMoTx relating to customer claims for matters arising prior to the acquisition by Adept. Of the 199,979 shares issued on the merger date for the acquisition of InMoTx, 119,145 shares are being forfeited by the holders and were returned to Adept in the fourth quarter of fiscal 2012. We also agreed to make certain contingent annual payments in cash to the former InMoTx shareholders and to the chief technology officer in an amount equal to ten percent (10%) and two percent (2%), respectively, of the revenues InMoTx achieves in excess of specified thresholds during the three annual periods following the merger date, the fair value of which at March 31, 2012 was $0. The results of InMoTx's operations have been included in our consolidated financial statements since January 11, 2011.
In October 2011, we announced the decision to consolidate the InMoTx operations in Denmark into our Pleasanton, California operations. Consolidation activities began during the second quarter of fiscal 2012, and as of the end of the third quarter of fiscal 2012, the consolidation activities were substantially completed.
On June 25, 2010, we acquired MobileRobots Inc. ("MobileRobots"), a privately-held provider of autonomous robot and automated guided vehicle technologies based in New Hampshire, pursuant to a merger agreement dated June 13, 2010, under which we paid approximately $1.0 million in cash and issued 763,359 shares of Adept Common Stock. Adept also agreed to pay bonus amounts in cash up to an aggregate $320,000 to employees of MobileRobots after fiscal 2011 if certain MobileRobots product revenue targets were met for fiscal 2011. MobileRobots fiscal 2011 revenues met the minimum revenue threshold defined in the merger agreement, and a bonus of $100,000 was paid in the first quarter of fiscal 2012.
The results of MobileRobots' operations have been included in our consolidated financial statements since June 25, 2010.


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Trends in Our Business
During the third quarter of fiscal 2012, our revenues grew 37% compared with the same period in the previous year, driven primarily by stronger demand from some of our traditional markets, including the automotive and industrial markets in Europe and the U.S., the Asian disk drive markets, and the European and Domestic medical and pharmaceutical markets. In addition, our MobileRobots initiative showed strong gains in the commercial side of the business, on which we have been focusing during the quarter. We are encouraged by the performance in our target markets and by the signs of returning demand from our traditional industries. Sales growth in the third quarter of fiscal 2012 benefited by an increase in revenues from the international disk drive market compared to the same period last year, as this industry showed signs of recovering from the cyclical downturn the industry entered during the second quarter of fiscal 2011. While it is difficult to predict the timing of investment cycles within the disk drive industry, we believe this market will continue to experience modest growth during the remainder of 2012. We believe that our acquisition of InMoTx will help drive future growth in the packaging market over the long-term, as the gripping technology that InMoTx brings provides a unique advantage in certain markets, particularly hygienic packaging for the natural foods market. We believe the positive growth in packaging we experienced during the second and third quarter of 2012 will continue to build. Over the long-term, packaging presents both a large opportunity and the potential to substantially effect Adept's financial model, as the average order size and visibility is better than Adept's traditional components business. These characteristics, along with the consumables and service revenues to the company, have potential to result in more consistent, sustainable revenues over the long-term.
On a geographic basis, our U.S. sales increased 36% in the third quarter of fiscal 2012 compared with the same period in the prior year and accounted for 32% of total revenue in the third quarter of fiscal 2012 and the third quarter of fiscal 2011. This increase compared to the same period last year was driven primarily by increased domestic sales of our packaging solutions, as well as increased sales to the domestic medical and pharmaceutical markets, and increased sales of our MobileRobots commercial applications in the medical industry. We believe the MobileRobots and packaging solutions products will comprise an increasing portion of our U.S. business over time, as our new MobileRobots technology has enabled us to address new opportunities in material handling applications in the medical, semiconductor and industrial markets, and our new gripper technology acquired from InMoTx has enabled us to expand our opportunities in the packaging solutions markets.
In Asia, sales to the disk drive market increased considerably in the third quarter of fiscal 2012. The disk drive increase was partially offset by lower sales in the packaging market, resulting in a 132% revenue increase compared to the prior year period. Asian sales accounted for 17% of total revenues in the third quarter of fiscal 2012 compared to 10% in the previous year period. Though the disk drive industry showed gains during the third quarter which may continue, we remain cautious due to the cyclical nature of the industry and are actively pursuing opportunities in Asia outside of the disk drive markets. We believe that the packaging and solar markets in Asia present us with significant long-term opportunities over time, and our new presence in China should help to capitalize on these opportunities.
European sales increased 17% in the third quarter of fiscal 2012 compared with the previous year period and accounted for 48% of total revenues for the third quarter of fiscal 2012 compared to 56% in the previous year period. The European increase was primarily the result of higher sales to the automotive and industrial markets in Europe, which showed strong growth during the quarter. Much of the demand for our products in the last few years has come from Europe and we believe the region will continue to be an important long-term market for our products, both in traditional sectors such as automotive, electronics and industrial, and in our target growth markets, including packaging and solar. Product Developments
During the third quarter of fiscal 2012, we introduced the Adept Courier, a small autonomous vehicle that simplifies the everyday task of moving goods, materials, samples, or parts around an office or production environment. Using self-navigation software, the Adept Courier finds its own way to destinations, drives around obstacles in its path, and can be deployed in a matter of hours, thus reducing manual transport tasks, shortening turnaround time, and increasing operational efficiencies by re-applying expensive labor from moving goods to higher-value tasks.
During the second quarter of fiscal 2012, we introduced the Adept Viper™ s1700D, a high-performance 6-axis robot. Featuring new motors that are faster and more efficient, the Viper s1700D delivers higher speed motion and increased productivity. Like the previous Viper 1700 robot, the new s1700D offers a long reach and high payload capacity within a small footprint. Designed for applications that require fast and precise automation, the Viper s1700D is ideal for material handling, machine tending, packaging, cutting and assembly. During the first quarter of fiscal 2011, we introduced a new robotic platform, or "cell" for the packaging industry, the Adept Packaging Automation Cell, or PAC. The Adept PAC is the first high-speed robotic packaging platform designed to address the hygienic requirements of natural foods packaging. The packaging cell is built with a rigid stainless steel frame for wash down capabilities and integrated with best-in-class products from Adept, such as the world's fastest USDA-accepted robot, ultra-


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compact motion and vision controllers, touch-screen operator interface, and predefined programming recipes for advanced conveyor-tracking and vision-guidance. Adept PAC is designed to address some of the long-standing challenges associated with flexible automation such as deployment time and integration cost, and can be easily configured to a wide range of packaging applications in the food and pharmaceutical industries. The Adept Pac platform is similar to the Octomation products acquired in the InMoTx acquisition, and we are working to combine the strengths of each product in future product generations.
During the first quarter of fiscal 2011, we also introduced our first packaging solution that integrates automated guidance technology from MobileRobots, the Adept MT400 robot. Powered by MobileRobots' Motivity Core controls and software, the Adept MT400 independently navigates, performs tasks, speaks, responds and carries out other jobs automatically on demand. The Adept MT400 supports the major logistics challenges faced in manufacturing environments, including line replenishment, flexibility in routing, scheduling and exception handling, and the costs associated with deployment.
Additionally, in the second quarter of fiscal 2011, we introduced the Adept Quattro s800H, which expands the high-throughput capabilities of our Quattro robot family to address applications with larger work space requirements. We believe that as the packaging industry continues to move away from manual labor and outdated packaging machinery, these latest platforms place us in a very strong position to benefit from the increasing demand for more dexterous, flexible and affordable automation solutions.
This discussion summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and cash flows during the three and nine month periods ended March 31, 2012. Unless otherwise indicated, references to any quarter in this Management's Discussion and Analysis of Financial Condition and Results of Operations refer to our 2012 third fiscal quarter ended March 31, 2012. This discussion should be read with the unaudited condensed consolidated financial statements and related disclosures included in this Quarterly Report on Form 10-Q and in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended June 30, 2011 included in our Annual Report on Form 10-K as filed with the SEC on September 6, 2011.
Results of Operations
Revenues. Summary information by segment for the three and nine months ended March 31, 2012 and March 26, 2011 is as follows (in thousands, except %):

                                        Three Months Ended                           Nine Months Ended
Revenue by Segment             March 31,         %         March 26,       March 31,         %         March 26,
(unaudited)                      2012         Change         2011            2012         Change         2011
Robotics
Revenues                     $    14,644        49  %    $     9,800     $    40,742        28  %    $    31,904
Percentage of total revenues          84 %                        77 %            83 %                        78 %
Services and Support
Revenues                           2,832        (4 )%          2,960           8,505        (3 )%          8,799
Percentage of total revenues          16 %                        23 %            17 %                        22 %
Total Revenues               $    17,476        37  %    $    12,760     $    49,247        21  %    $    40,703

For the three months ended March 31, 2012, revenues were $17.5 million, up 37% from revenues of $12.8 million for the three months ended March 26, 2011, as a result of higher Robotics revenues in the period.
For the nine months ended March 31, 2012, revenues were $49.2 million, up 21% from revenues of $40.7 million for the nine months ended March 26, 2011, as a result of higher Robotics revenues in the period.
Robotics segment revenues, which result from the sale of our intelligent robotics systems, vision-guidance technology and/or third party robot mechanisms, were $14.6 million for the three months ended March 31, 2012, an increase of 49% from $9.8 million for the three months ended March 26, 2011. The increase in robotics revenues during the three months ended March 31, 2012 was primarily due to: increased sales in the disk drive markets, which increased $1.4 million, or 645% primarily in Malaysia; increased sales in the medical and pharmaceutical markets, which increased $998,000, or 274%, primarily in Germany and the United States; increased sales of our commercial MobileRobots material handling applications, primarily in the medical markets in the United States, which increased to $930,000 from $0 in the third quarter of last year; higher sales in the packaging markets, primarily in the United States, which increased $595,000 or 23%; and higher sales in the traditional automotive and industrial markets, which increased $910,000, or 30%, primarily in Germany.


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Robotics segment revenues were $40.7 million for the nine months ended March 31, 2012, an increase of 28% from $31.9 million for the nine months ended March 26, 2011. The increase in Robotics revenues during the nine months ended March 31, 2012 was primarily due to: higher sales in the traditional automotive and industrial markets, which increased $3.3 million, or 49%, primarily in Germany; increased sales of our commercial MobileRobots material handling applications, primarily in the industrial, medical and semiconductor markets, which increased to $3.0 million from $0 compared to last year; increased sales to the consumer goods market, which increased $1.3 million, or 969%, primarily in Germany; increased sales to the consumer electronics market, which increased $1.4 million, or 48%, primarily in Asia; and increased sales to the medical and pharmaceutical industries, which increased $1.1 million, or 57%, primarily in Germany and Canada, compared to the prior year period. These increases were partially offset by a decrease of $1.2 million, or 28%, in sales to the disk drive markets, primarily in the United States.
Services and Support revenues, which result from the sale of robotics services and support as well as replacement parts, were $2.8 million for the three months ended March 31, 2012, down 4% from $3.0 million for the three months ended March 26, 2011. Service revenues to the medical and pharmaceutical industry, primarily in the United States, increased $205,000, or 598%, from the third quarter of last year, however service sales to other miscellaneous industries, primarily in France, decreased $359,000, or 51%, completely offsetting the gains made in the medical and pharmaceutical industry. Services and Support revenues were $8.5 million for the nine months ended March 31, 2012, a decrease of 3% compared to $8.8 million for the nine months ended March 26, 2011. Service revenues to other miscellaneous industries, primarily in France, decreased $379,000, or 25%. This decrease was partially offset by increased service revenues to the medical and pharmaceutical industries, which increased $193,000, or 267%, compared to the prior year period.
Revenue by geography for the three and nine months ended March 31, 2012 and March 26, 2011 is as follows (in thousands, except %):

                                       Three Months Ended                       Nine Months Ended
Revenue by Geography           March 31,        %       March 26,       March 31,        %       March 26,
(unaudited)                      2012        Change        2011           2012        Change        2011
United States
Revenues                     $     5,588        36 %   $    4,103     $    13,783         6 %   $   12,954
Percentage of total revenues          32 %                     32 %            28 %                     32 %
Europe
Revenues                     $     8,384        17 %   $    7,147     $    23,351        18 %   $   19,727
Percentage of total revenues          48 %                     56 %            47 %                     48 %
Asia
Revenues                     $     2,923       132 %   $    1,259     $     9,349        28 %   $    7,286
Percentage of total revenues          17 %                     10 %            19 %                     18 %
Other countries
Revenues                     $       581       131 %   $      251     $     2,764       276 %   $      736
Percentage of total revenues           3 %                      2 %             6 %                      2 %
Total International Revenues $    11,888        37 %   $    8,657     $    35,464        28 %   $   27,749
Percentage of total revenues          68 %                     68 %            72 %                     68 %
Total Revenues               $    17,476        37 %   $   12,760     $    49,247        21 %   $   40,703

U.S. revenues were $5.6 million for the three months ended March 31, 2012, up 36% compared with $4.1 million for the three months ended March 26, 2011. The increase during the three months ended March 31, 2012 was primarily due to increased packaging sales, which increased $872,000, or 87%, increased sales to the domestic medical and pharmaceutical markets, which increased $549,000, or 184%, and increased commercial MobileRobot sales, which increased to $552,000 from zero in the previous period. These increases were partially offset by a decrease of $487,000, or 83%, in sales to the domestic automotive and industrial markets. U.S. revenues were $13.8 million for the nine months ended March 31, 2012, up 6% compared with $13.0 million for the nine months ended March 26, 2011. The increase during the nine months ended March 31, 2012 was primarily due to an increase of $1.1 million in sales of our commercial MobileRobots material handling applications from $0 in the same period last year, primarily in the medical markets.
Total international revenues were $11.9 million for the three months ended March 31, 2012, up 37% compared with $8.7 million for the three months ended March 26, 2011. Total international revenues were $35.5 million for the nine months ended


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March 31, 2012, up 28% from $27.7 million for the nine months ended March 26, 2011. The individual regions are explained below.
Revenues from Asia increased 132% during the three months ended March 31, 2012 compared with the prior-year period primarily as a result of $1.6 million in sales to the disk drive markets, compared to $91,000 in the previous year period. This increase was partially offset by a decrease of $480,000, or 88%, in sales to the packaging markets in Asia compared to the third quarter of the previous year. Revenues from Asia increased 28% during the nine months ended March 31, 2012 compared with the prior-year period primarily as a result of a $934,000, or 56%, increase in sales to the consumer electronics markets, . . .

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