Adept Technology 10Q 2015 Q2 Quarterly report

Adept Technology (ADEP) Inactive 10-Q2015 Q2 Quarterly report

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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 December 27, 2014

¨	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)

Delaware

94-2900635

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)


5960 Inglewood Drive, Pleasanton, California		94588
(Address of Principal Executive Offices)		(Zip Code)

(925) 245-3400

(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 ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

The number of shares of the Registrant’s common stock outstanding as of January 30, 2015 was 13,103,731.

ADEPT TECHNOLOGY, INC.


		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements

	Condensed Consolidated Balance Sheets

	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

	Condensed Consolidated Statements of Cash Flows

	Notes to Condensed Consolidated Financial Statements

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.	Quantitative and Qualitative Disclosures about Market Risk

Item 4.	Controls and Procedures

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings

Item 1A.	Risk Factors

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.	Defaults Upon Senior Securities

Item 4.	Mine Safety Disclosures

Item 5.	Other Information

Item 6.	Exhibits

Signatures

PART I – FINANCIAL INFORMATION

ITEM 1. Condensed Consolidated Financial Statements

ADEPT TECHNOLOGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)


	December 27, 2014			June 30, 2014
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	4,233		$	7,600
Restricted cash		188			194
Accounts receivable, less allowance for doubtful accounts of $538 and $610 at December 27, 2014 and June 30, 2014, respectively		7,627			10,974
Inventories		10,608			10,296
Other current assets		811			545

Total current assets		23,467			29,609
Property and equipment, net		916			1,082
Goodwill		1,493			1,493
Other intangible assets, net		674			796
Other assets		123			90

Total assets	$	26,673		$	33,070

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	4,291		$	7,709
Accrued payroll and related expenses		2,030			2,235
Accrued warranty expenses		874			897
Deferred revenue		91			644
Accrued income tax, current		—			10
Other accrued liabilities		623			848

Total current liabilities		7,909			12,343
Long-term liabilities:
Deferred income tax, long-term		400			430
Long-term obligations		8			130

Total liabilities		8,317			12,903
Stockholders’ equity:
Common stock, $0.001 par value: 19,000 shares authorized, 13,109 shares issued and 13,104 shares outstanding at December 27, 2014, and 13,056 shares issued and 13,051 shares outstanding at June 30, 2014		190,129			189,427
Treasury stock, at cost, 5 shares at December 27, 2014 and June 30, 2014		(42	)		(42	)
Accumulated deficit		(171,644	)		(169,368	)
Accumulated other comprehensive income (loss)		(87	)		150

Total stockholders’ equity		18,356			20,167

Total liabilities and stockholders’ equity	$	26,673		$	33,070

See accompanying notes

ADEPT TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(unaudited)

(in thousands, except per share amounts)


	Three Months Ended						Six Months Ended
	December 27, 2014			December 28, 2013			December 27, 2014			December 28, 2013
Revenues	$	11,797		$	14,588		$	26,199		$	28,159
Cost of revenues		6,737			7,749			14,696			15,058

Gross margin		5,060			6,839			11,503			13,101
Operating expenses:
Research, development and engineering		1,876			1,851			3,372			3,406
Selling, general and administrative		5,136			4,778			9,938			9,666
Settlement of litigation, net		260			—			260			—
Amortization of other intangible assets		61			61			122			122

Total operating expenses		7,333			6,690			13,692			13,194

Operating income (loss)		(2,273	)		149			(2,189	)		(93	)
Interest expense, net		—			—			—			(5	)
Foreign currency exchange gain (loss)		(174	)		157			(96	)		61

Income (loss) before income taxes		(2,447	)		306			(2,285	)		(37	)
Provision for (benefit from) income taxes		(90	)		102			(10	)		157

Net income (loss)		(2,357	)		204			(2,275	)		(194	)

Effects of redeemable convertible preferred stock:
Accretion of preferred stock to redemption value		—			(24	)		—			(48	)
Dividends allocated to preferred stockholders		—			(80	)		—			(160	)

Net income (loss) attributable to common stockholders	$	(2,357	)	$	100		$	(2,275	)	$	(402	)

Net income (loss) per share attributable to common stockholders:
Basic	$	(0.18	)	$	0.01		$	(0.17	)	$	(0.04	)
Diluted	$	(0.18	)	$	0.01		$	(0.17	)	$	(0.04	)
Number of shares used in computing net income (loss) per share attributable to common stockholders
Basic		13,090			11,025			13,074			10,940
Diluted		13,090			13,334			13,074			10,940
Comprehensive income (loss):
Net income (loss)	$	(2,357	)	$	204		$	(2,275	)	$	(194	)
Foreign currency translation adjustment		47			(55	)		(237	)		258

Total comprehensive income (loss)	$	(2,310	)	$	149		$	(2,512	)	$	64

See accompanying notes

ADEPT TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)


	Six Months Ended
	December 27, 2014			December 28, 2013
Operating activities
Net loss	$	(2,275	)	$	(194	)
Adjustments to reconcile net loss to net cash used in operating activities:
Deferred income taxes		(30	)		(67	)
Depreciation and amortization		528			548
Loss on disposal of property and equipment		—			49
Stock-based compensation		451			1,091
Net changes in operating assets and liabilities:
Accounts receivable		2,739			(497	)
Inventories		(971	)		276
Other current assets		(276	)		(84	)
Accounts payable		(3,318	)		(1,643	)
Other accrued liabilities and deferred revenues		(901	)		(739	)
Accrued restructuring charges		—			(19	)
Other long-term liabilities		(151	)		(18	)

Net cash used in operating activities		(4,204	)		(1,297	)

Investing activities
Purchase of property and equipment		(19	)		(107	)
Restricted cash		6			(95	)
Proceeds from sale of property and equipment		—			17

Net cash used in investing activities		(13	)		(185	)

Financing activities
Principal payments on capital lease		—			(9	)
Proceeds from employee stock incentive program and employee stock purchase plan		251			636

Net cash provided by financing activities		251			627

Effect of exchange rates on cash and cash equivalents		599			(87	)

Net decrease in cash and cash equivalents		(3,367	)		(942	)

Cash and cash equivalents, beginning of period		7,600			6,274

Cash and cash equivalents, end of period	$	4,233		$	5,332

Cash paid during the period for:
Interest	$	1		$	1
Taxes	$	24		$	23
Supplemental disclosure of non-cash investing and financing activities:
Transferred from inventory to property and equipment	$	250		$	85
Accretion of preferred stock to redemption value	$	—		$	48

See accompanying notes

ADEPT TECHNOLOGY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

Adept Technology, Inc. (“Adept” or the “Company”) is a global, robotics-based automation supplier of industrial (fixed) and mobile robots to enable customers to improve speed, quality and efficiency of their production environments. The Company operates in two segments: Robotics and Services and Support. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the Financial Statements included in Items 7 and 8, respectively, in the Company’s Annual Report on Form 10-K for the year ended June 30, 2014 filed with the Securities and Exchange Commission (“SEC”) on August 25, 2014.

The accompanying interim condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and the applicable rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The June 30, 2014, condensed consolidated balance sheet was derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, considered necessary to state fairly the Company’s financial position as of December 27, 2014, the results of operations and comprehensive income (loss) for the three and six months ended December 27, 2014 and December 28, 2013, and cash flows for the six months ended December 27, 2014 and December 28, 2013. The interim results for the six months ended December 27, 2014, are not necessarily indicative of the results that may be expected for the year ending June 30, 2015, or for any other future annual or interim period.

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. The primary estimates underlying the Company’s financial statements include revenue recognition, product warranty, inventory valuation, allowance for doubtful accounts receivable, assumptions used in the fair value of the Company’s equity awards, useful lives of property and equipment and intangible assets, and contingent liabilities. Actual results could differ from those estimates.

There have been no material changes to the Company’s critical accounting policies during the six months ended December 27, 2014, as compared to the critical accounting policies described in the Company’s Annual Report on Form 10-K for the year ended June 30, 2014.

Recent Accounting Pronouncements

The Company does not believe that the adoption of recently issued accounting pronouncements will have a material impact on its consolidated financial statements.

2. Balance Sheet Detail

Cash and cash equivalents -The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Restricted cash consists of deposit accounts held to secure a leased facility and a credit card facility.

Inventories -Inventories are stated at the lower of standard cost, which approximates actual cost on a first-in, first-out basis, or market. The components of inventory are as follows (in thousands):


	December 27, 2014		June 30, 2014
	(unaudited)
Raw materials	$	6,986	$	6,408
Work-in-process		710		1,614
Finished goods		2,912		2,274

Total inventory	$	10,608	$	10,296

Property and equipment -Property and equipment are recorded at cost. The components of property and equipment are summarized as follows (in thousands):


	December 27, 2014			June 30, 2014
	(unaudited)
Machinery and equipment	$	4,069		$	3,991
Computer equipment		5,451			5,456
Software development costs		2,688			2,688
Demonstration equipment		1,627			1,605
Office furniture and equipment		955			1,052

		14,790			14,792
Less accumulated depreciation		(13,874	)		(13,710	)

Net property and equipment	$	916		$	1,082

Other intangible assets -Other intangible assets subject to amortization were as follows (in thousands):


	December 27, 2014										June 30, 2014
	Gross Assets		Accumulated Amortization			Impairment of Intangible Assets			Net Carrying Amount		Gross Assets		Accumulated Amortization			Impairment of Intangible Assets			Net Carrying Amount
Developed Technology/ Patents	$	1,930	$	(1,098	)	$	(158	)	$	674	$	1,930	$	(976	)	$	(158	)	$	796
Customer Base		340		(340	)		—			—		340		(340	)		—			—
Trademarks/ Tradenames		231		(154	)		(77	)		—		231		(154	)		(77	)		—

Total	$	2,501	$	(1,592	)	$	(235	)	$	674	$	2,501	$	(1,470	)	$	(235	)	$	796

A summary of future amortization as of December 27, 2014 is as follows (in thousands):


	2015		2016		2017		2018		Total
Developed Technology/Patents	$	123	$	245	$	245	$	61	$	674

Warranty -The estimated cost of product warranty is provided for at the time revenue is recognized. Changes in the Company’s warranty liability were as follows (in thousands):


	Six Months Ended
(unaudited)	December 27, 2014			December 28, 2013
Balance at beginning of period	$	897		$	1,070
Provision for warranties issued		381			422
Warranty claims		(404	)		(408	)

Balance at end of period	$	874		$	1,084

3. Stock-Based Compensation

The Company has adopted equity incentive plans that provide for the grant to employees, consultants and directors of stock-based awards, including stock options, restricted shares, and restricted stock units of Adept common stock. Option awards granted have an exercise price equal to or greater than the market price of the Company’s stock on the date of grant and generally have ten-year contractual terms. The Company also has an employee stock purchase plan (“ESPP”) that allows employees to purchase a limited number of shares of its common stock at a discount of 15% of the market value at certain plan-defined dates that are established at six-month intervals. As of December 27, 2014, there were options to purchase approximately 337,000 shares of common stock available for grant under all option plans and approximately 281,000 shares available for issuance under the ESPP. Outstanding employee grants under the option plans generally vest, and are expensed, monthly in equal installments over a four year period (except for certain options which have a one year cliff vesting and then vest monthly), except for performance awards which vest when achievement of the performance criteria occurs, begin to be expensed when achievement of the performance criteria is probable, and are expensed over the service period or when the criteria is met. For performance awards, the Company estimates the service period based on its analysis of when the vesting criteria (typically some or all of the following components: share price, annual revenue amounts, earnings per share, net cash, and/or new customers) will occur. Restricted stock grants made under performance programs are subject to vesting quarterly over two years following the end of the relevant fiscal year of performance.

Annual option grants of 6,000 shares to non-employee directors vest in full on the date of the annual meeting of stockholders following the meeting at which the director is elected and the annual grant is made, and the initial option grant of 10,000 shares to non-employee directors vests in the amount of 50% of the grant on the first annual meeting of stockholders following the initial appointment or election of the director and the remaining 50% vests at the second annual meeting of stockholders of the Company following the initial appointment or election of the director.

Employee option grants are subject to a change of control plan adopted by the Company in 2014 for equity awards that provides for acceleration and vesting in full of options in connection with a change of control transaction under certain circumstances. All stock compensation has been accounted for as an equity instrument, and the Company recognizes the fair value of stock-based compensation as an expense ratably over the service period of the individual equity instruments.

The Company recorded $ 0.3 million and $0.5 million of stock-based compensation expense for the three and six months ended December 27, 2014 and $0.6 million and $1.1 million for the three and six months ended December 28, 2013, respectively. The Company did not record an income-tax benefit for the stock compensation expense as a result of its net operating loss carry-forwards. The Company utilized the Black-Scholes option pricing model for estimating the fair value of the stock-based compensation. The weighted average grant-date fair values of the options granted to employees and non-employee directors under the equity incentive plans were $5.48 and $5.73 for the three and six months ended December 27, 2014 and $5.00 and $2.48 for the three and six months ended December 28, 2013, respectively. During the six months ended December 27, 2014 and December 28, 2013, 33,000 and 21,000 shares, respectively, were purchased under the ESPP with weighted average grant date fair values of $3.85 and $2.62. The weighted average grant-date fair values were calculated using the following assumptions:


	Three Months Ended												Six Months Ended
	December 27, 2014						December 28, 2013						December 27, 2014						December 28, 2013
	Stock Option Plans			ESPP			Stock Option Plans			ESPP			Stock Option Plans			ESPP			Stock Option Plans			ESPP
Average risk free interest rate		1.66	%		.05	%		0.76	%		0.16	%		1.66	%		.05	%		0.75	%		0.16	%
Expected life (in years)		5.07			0.49			5.99			0.49			4.96			0.49			5.09			0.49
Expected volatility		78	%		62	%		77	%		62	%		78	%		62	%		77	%		62	%
Dividend yield		0	%		0	%		0	%		0	%		0	%		0	%		0	%		0	%

The dividend yield of zero is based on the fact that the Company has never paid cash dividends on its common stock, is restricted from paying cash dividends by its credit facility, and has no present intention to pay cash dividends on its common stock. Expected volatility is based on the historical volatility of Adept’s common stock over the period commensurate with the expected life of the options. The risk-free interest rate is based on the observed and expected life of options and is indexed to the Treasury Constant Maturity rate. The expected life in years is based on the historic time to post-vesting exercise and forfeitures of the options. The Company has generally assumed an annualized forfeiture rate of 5% for each period for its options. The Company adjusts stock-based compensation expense if the actual forfeiture rate is different than estimated.

A summary of stock option activity under the option plans is presented below:


	Shares (in thousands)			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)
Outstanding at June 30, 2014		1,158		$	5.87
Granted		452		$	9.14
Exercised		(27	)	$	4.54
Forfeited or Expired		(23	)	$	7.33

Outstanding at December 27, 2014		1,560		$	6.82		8.30	$	4,260

Vested/Expected to Vest		1,501		$	6.75		8.26	$	4,192

Exercisable		902		$	5.27		7.51	$	3,550

In 2014, the Company granted restricted stock units (“RSUs”) for up to 112,500 shares of common stock to its Chief Executive Officer (“CEO”). The RSUs vest upon the earlier of the CEO’s separation from service or a change in control. The number of shares issuable upon vesting and settlement of the RSUs, if any, will be determined based on the Company’s stock price on the vesting date and, in the case of a separation from service, the extent to which certain performance criteria has been met. No compensation expense has been recognized on these RSUs as the fair value is not determinable.

As of December 27, 2014 , there was approximately $3.0 million of total unrecognized compensation cost related to non-vested stock options and restricted stock awards granted and outstanding, the cost of which is expected to be recognized through fiscal 2018.

4. Redeemable Convertible Preferred Stock

In 2013, the Company issued 8,000 shares of its Series A redeemable convertible preferred stock (the “redeemable convertible preferred stock”), par value $0.001 per share, at a price of $1,000 per share, subject to the terms of its Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock for net proceeds of $7.6 million. Dividends on the redeemable convertible preferred stock accrued at the prime rate plus 3% up to a maximum amount of 4%. In February 2014, all of the outstanding redeemable convertible preferred stock plus accrued dividends through the date of conversion was converted into 1.7 million shares of common stock of the Company.

5. Bank Credit Facility

In 2014, the Company entered into a Loan and Security Agreement (the “Agreement”) with a bank. Under the Agreement, the Company may borrow an amount not to exceed the lesser of (i) $10.0 million and (ii) $2.5 million plus 80% of eligible domestic and foreign subsidiary accounts receivable. The Agreement specifies the criteria for determining eligible accounts receivable and sets forth ongoing conditions precedent to the Company’s ability to borrow under the Agreement. Amounts borrowed under the Agreement may be repaid and reborrowed until its maturity on June 9, 2016, at which time all advances shall be immediately due and payable in full. Amounts borrowed under the Agreement shall bear interest at the prime rate plus 0.75%. Adept and certain of its subsidiaries have granted the bank a security interest in substantially all of their respective assets (excluding intellectual property) to secure the outstanding obligations under the Agreement.

The Agreement contains customary representations and warranties by the Company and customary affirmative and negative covenants, including, among other requirements, requirements as to permissible use of proceeds, restrictions on Adept’s ability to dispose of assets, make acquisitions, be acquired, undergo a change of control, incur indebtedness, grant liens, transfer funds to subsidiaries, make distributions to its stockholders, make investments, or enter into certain transactions with affiliates, subject to specified exceptions. Further, the Agreement contains a financial covenant that requires the Company to achieve certain minimum EBITDA levels.

The Agreement contains customary events of default that entitle the bank to accelerate Adept’s obligations and require repayment of the outstanding indebtedness, increase the applicable interest rate by an additional 4.00% per annum, and enforce the bank’s security interest against the collateral. These events of default include, among others, Adept’s breach of payment obligations or covenants, material misrepresentations, events constituting a material adverse change, and bankruptcy and insolvency defaults.

At December 27, 2014, the Company had no borrowings under the Agreement. As of December 27, 2014, the Company was not in compliance with certain covenants in the Agreement. The bank waived the non-compliance and amended the Agreement, to include among other changes, a reduction in the non-formula based borrowing to $1 million from $2.5 million and changes to the financial covenant.

6. Legal Proceedings

From time to time, the Company is party to various legal proceedings or claims, either asserted or unasserted, which arise in the ordinary course of its business. The Company has reviewed pending legal matters and believes that the resolution of these matters will not have a material adverse effect on its business, financial condition, or results of operations.

Adept has in the past received communications from third parties asserting that it has infringed upon certain patents and other intellectual property rights of others, or seeking indemnification against alleged infringement. While it is not feasible to predict or determine the likelihood or outcome of any actual or potential actions from such assertions against the Company or other matters, the Company believes the ultimate resolution of these matters will not have a material adverse effect on its financial position, results of operations, or cash flows.

During the three months ended December 27, 2014, the Company settled a legal claim made by a former employee and recorded a $260,000 charge, which includes legal expenses and is net of insurance reimbursement and amounts previously accrued, during the quarter.

7. Income Taxes

The Company provides for income taxes during interim reporting periods using the discrete period method. The Company also maintains a liability to cover the cost of additional tax exposure items pertaining to the filing of federal and state income tax returns, as well as filings in foreign jurisdictions. Each of these filing jurisdictions may audit the tax returns filed and propose adjustments. Adjustments may arise from a variety of factors, including different interpretations of statutes and regulations.

The Company recorded a tax benefit of $0.1 million and $0.0 million for the three and six months ended December 27, 2014 and a tax provision of $0.1 million and $0.2 million for the three and six months ended December 28, 2013, respectively, primarily due to tax of certain foreign entities and a nominal amount of state minimum taxes.

The Company had gross unrecognized tax benefits of approximately $7.5 million and $7.4 million as of December 27, 2014 and June 30, 2014, respectively. Approximately $6.1 and $6.0 million of the unrecognized tax benefit as of each period has been offset by a full valuation allowance. If all of these unrecognized tax benefits were recognized, approximately $0.4 million, as of both December 27, 2014 and June 30, 2014, would benefit the income tax provision. In addition, the Company does not expect any material changes to the estimated amount of the liability associated with its uncertain tax positions within the next twelve months.

The Company files income tax returns in the U.S. federal jurisdiction, California and various state and foreign tax jurisdictions in which it has a subsidiary or branch operation. The tax years 1999 to 2014 remain open to examination by the U.S. and state tax authorities, and the tax years 2010 to 2014 remain open to examination by the foreign tax authorities. Adept’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of December 27, 2014, accrued interest and penalties associated with unrecognized tax benefits was not material.

8. Net Loss per Share

The computation of diluted net income (loss) per share attributable to common stockholders does not include the following unvested restricted shares and options to purchase shares as these common stock equivalents were anti-dilutive (in thousands):


	Three Months Ended				Six Months Ended
	December 27, 2014		December 28, 2013		December 27, 2014		December 28, 2013
Unvested restricted stock		112		—		112		100
Stock options		368		—		400		900

9. Segment Information

The Company discloses certain information regarding operating segments, geographic areas of operations and major customers. This reporting is based upon the Company’s operating segments for which separate financial information is (i) available and (ii) evaluated regularly by the Chief Executive Officer who is the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has two operating segments: Robotics and Services and Support. Segment operating income is comprised of income before unallocated research, development and engineering expenses, unallocated selling, general and administrative expenses, interest income, and other expenses. Management does not fully allocate research, development and engineering expenses and selling, general and administrative expenses when making capital spending and expense funding decisions or assessing segment performance. All goodwill is carried in the Robotics segment. Segment information for total assets and capital expenditures is not presented as such information is not used in measuring segment performance or allocating resources between segments. There is no inter-segment revenue recognized. Transfers of materials or labor between segments are recorded at cost. The operating results for the Company’s identified segments are presented as follows (in thousands):


	Three Months Ended						Six Months Ended
(unaudited)	December 27, 2014			December 28, 2013			December 27, 2014			December 28, 2013
Revenues:
Robotics	$	8,839		$	11,384		$	20,122		$	21,741
Services and Support		2,958			3,204			6,077			6,418

Total revenues	$	11,797		$	14,588		$	26,199		$	28,159

Segment operating income (loss):
Robotics	$	(649	)	$	1,373		$	256		$	2,549
Services and Support		826			1,180			2,039			2,538

Segment operating income (loss)		177			2,553			2,295			5,087
Unallocated research, development and engineering and general and administrative expenses		(2,389	)		(2,343	)		(4,362	)		(5,058	)
Amortization of intangible assets		(61	)		(61	)		(122	)		(122	)

Operating income (loss)		(2,273	)		149			(2,189	)		(93	)
Net interest expense		—			—						(5	)
Foreign currency exchange gain (loss)		(174	)		157			(96	)		61

Income (loss) before income taxes	$	(2,447	)	$	306		$	(2,285	)	$	(37	)

Management also assesses the Company’s performance, operations and assets by geographic areas. Revenue and long-lived tangible assets are summarized as follows (in thousands):


	Three Months Ended				Six Months Ended
(unaudited)	December 27, 2014		December 28, 2013		December 27, 2014		December 28, 2013
Revenues:
United States	$	3,128	$	3,671	$	5,477	$	6,749
Europe		5,346		5,737		13,625		12,085
Asia		2,757		4,045		5,987		7,878
All other countries		566		1,135		1,110		1,447

Total	$	11,797	$	14,588	$	26,199	$	28,159


(unaudited)	December 27, 2014		June 30, 2014
Long-lived tangible assets:
United States	$	543	$	795
All other countries		466		377

Total long-lived tangible assets	$	1,009	$	1,172

Adept’s revenues are reported by geographic region based on the ship-to location of the customer order.

10. Leases

Adept leases facilities in the United States, Germany, France, Singapore and China. Adept records lease expense on a straight-line basis over the related lease term. Rent expense for each of the three and six months ended of December 27, 2014 and December 28, 2013 was $0.5 million and $0.9 million. Future minimum lease payments under non-cancelable operating leases with original terms in excess of one year as of December 27, 2014 are as follows (in thousands):


Fiscal Year
2015	$	1,100
2016		1,400
2017		500
2018		300
2019		—
Thereafter		—

Total minimum lease payments	$	3,300

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;

•

the timing and impact of our restructuring actions and other expense-related matters;

•

sources of revenues and anticipated revenues, including the contribution from 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 new management team;

•

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 with the SEC on August 25, 2014. 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

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. Through sales to system integrators, distributors, OEM partners and end-user companies, we sell our products 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

We develop innovative and proprietary products and solutions that meet the needs of our customers and that are based on our core expertise in industrial robots, vision guidance and autonomous vehicle technologies. In pursuit of our strategy, we intend to:

•

Accelerate the launch of our mobile robot products into the global market— Our global markets for mobile products include flexible manufacturing, semiconductor, logistics and warehousing, and food.

•

Revitalize our core fixed robot business, including expanding our channels and accelerating our regional selling and marketing approach— Our global markets for our fixed products include small flexible manufacturing, food and packaging within our capacity range of 7.5 pounds and below.

•

Grow our services business— Offer our customers a broader selection of support solutions.

Our Actions in Support of our Strategy

•

We intend to integrate strategic relationships from core markets that will drive volume and visibility.

•

We intend to have collaborative new product development for innovative products.

•

We intend to continue to accelerate our service and support revenues with existing and new product offerings.

•

We have set specific sales objectives to leverage the cost of selling our products as we grow.

•

We intend to scale our engineering resources, supply chain, and operations worldwide.

•

We continue to foster our culture by providing employees with clear direction, a focus on accountability and execution, and bottom line results.

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, 2014, included in our Annual Report on Form 10-K as filed with the SEC on August 25, 2014.

Revenues

Revenues by segment are shown below (in thousands, except %):


	Three Months Ended									Six Months Ended
Revenue by Segment (unaudited)	December 27, 2014			% Change			December 28, 2013			December 27, 2014			% Change			December 28, 2013
Robotics
Revenues	$	8,839			(22	)%	$	11,384		$	20,122			(7	)%	$	21,741
Percentage of total revenues		75	%					78	%		77	%					77	%
Services and Support
Revenues		2,958			(8	)%		3,204			6,077			(5	)%		6,418
Percentage of total revenues		25	%					22	%		23	%					23	%

Total Revenues	$	11,797			(19	)%	$	14,588		$	26,199			(7	)%	$	28,159

Total revenues were $11.8 million and $14.6 million for the three months ended December 27, 2014 and December 28, 2013, respectively, representing a decrease of 19%. Robotics segment revenues were $8.8 million and $11.4 million for the three months ended December 27, 2014 and December 28, 2013, respectively, representing a decrease of 22%. Services and support segment revenues were $3.0 million and $3.2 million for the three months ended December 27, 2014 and December 28, 2013, respectively, representing a decrease of 8%. Total revenues were $26.2 million and $28.2 million for the six months ended December 27, 2014 and December 28, 2013, respectively, representing a decrease of 7%. Robotics segment revenues were $20.0 million and $21.7 million for the six months ended December 27, 2014 and December 28, 2013, respectively, representing a decrease of 7%. Services and support segment revenues were $6.1 million and $6.4 million for the six months ended December 27, 2014 and December 28, 2013, respectively, representing a decrease of 5%.

Revenue by geography is shown below (in thousands, except %):


	Three Months Ended									Six Months Ended
	December 27, 2014			% Change			December 28, 2013			December 27, 2014			% Change			December 28, 2013
United States
Revenues	$	3,128			(15	%)	$	3,671		$	5,477			(19	%)	$	6,749

Percentage of total revenues		27	%					25	%		21	%					24	%

Europe
Revenues		5,346			(7	%)		5,737			13,625			13	%		12,085
Percentage of total revenues		45	%					39	%		52	%					43	%
Asia
Revenues		2,757			(32	%)		4,045			5,987			(24	%)		7,878
Percentage of total revenues		23	%					28	%		23	%					28	%
Other countries
Revenues		566			(50	%)		1,135			1,110			(23	%)		1,447
Percentage of total revenues		5	%					8	%		4	%					5	%

Total International Revenues		8,669			(21	%)		10,917			20,722			(3	%)		21,410

Percentage of total revenues		73	%					75	%		79	%					76	%

Total Revenues	$	11,797			(19	%)	$	14,588		$	26,199			(7	%)	$	28,159

US revenues were $3.1 million and $3.7 million for the three months ended December 27, 2014 and December 28, 2013, respectively, representing a decrease of 15%. US revenues were $5.5 million and $6.7 million for the six months ended December 27, 2014 and December 28, 2013, respectively, representing a decrease of 19%. The decrease in both periods was primarily due to a decrease in service revenue and lower sales to the medical market, offset to some extent by higher sales in the assembly market. The Company continues to implement its efforts to improve market share in the US. International revenues were $8.7 million and $10.9 million for the three months ended December 27, 2014 and December 28, 2013, respectively, representing a decrease of 21%. International revenues were $20.7 million and $21.4 million for the six months ended December 27, 2014 and December 28, 2013, respectively, representing a decrease of 3%. The decrease in both periods was primarily due to a decrease in the consumer goods and semiconductor markets. The decrease for the three months ended December 27, 2014 was also due to lower sales to the automotive and packaging markets, offset by sales to the consumer electronics market. On a year to date basis, sales to the automotive market were significantly higher in fiscal year 2015 compared to fiscal year 2014.

Gross margin

Gross margin was 42.9% and 46.9% for the three months ended December 27, 2014 and December 28, 2013, respectively. Gross margin was 43.9% and 46.5% for the six months ended December 27, 2014 and December 28, 2013, respectively. The decrease in gross margin for the three and six months was due to the lower sales which resulted in less absorption of manufacturing overhead.

We may experience significant fluctuations in our gross margin percentage from period to period due to changes in volume, changes in availability of components, changes in product configuration, increased price-based competition, fluctuations in foreign currency exchange rates, changes in sales mix of products and/or changes in operating costs.

Operating Expenses

Total operating expenses were $7.3 million and $6.7 million for the three months ended December 27, 2014 and December 28, 2013, respectively, representing an increase of 10%. Total operating expenses were $13.7 million and $13.2 million for the six months ended December 27, 2014 and December 28, 2013, respectively, representing an increase of 4%. Average headcount during the three and six month period increased 13% and 10% compared to fiscal year 2014.

Research, Development and Engineering Expenses. Research, development and engineering (“R&D”) expenses were $1.9 million for each of the three months ended December 27, 2014 and December 28, 2013, respectively. R&D expenses were $3.4 million for each of the six months ended December 27, 2014 and December 28, 2013, respectively. R&D costs are expensed as incurred, with the exception of software development costs incurred subsequent to establishing technological feasibility and up to the general release of the software products that are capitalized. Technological feasibility is demonstrated by the completion of a working model or a detailed program design. Capitalized costs are amortized on a straight-line basis over either two or three years, whichever term is the estimated life of the software product.

Selling, General and Administrative Expenses. Selling, general and administrative (“SG&A”) expenses were $5.2 million and $4.8 million for the three months ended December 27, 2014 and December 28, 2013, respectively, representing an increase of 7%. SG&A expenses were $9.9 million and $9.7 million for the six months ended December 27, 2014 and December 28, 2013, respectively, representing an increase of 3%. The increase in SG&A expense for each period was principally the result of higher average headcount. SG&A expenses consist primarily of employee compensation, professional fees arising from legal, auditing and other consulting services, indirect costs for service, as well as tradeshow participation and other marketing costs.

Amortization. For each of the three and six months ended December 27, 2014 and December 28, 2013, amortization of other intangible assets expense was $0.1 million.

Foreign Currency Exchange Gain (loss)

Adept’s foreign subsidiaries’ balance sheet accounts are translated at current period ending exchange rates and statements of operations are translated at the average rate for the period. Translation gains and losses are recorded as a separate component of accumulated other comprehensive income (loss) in stockholders’ equity. Foreign currency exchange gains (losses) were $(0.2) million and $0.2 million for the three months ended December 27, 2014 and December 28, 2013, respectively, and $(0.1) million and $0.1 million for the six months ended December 27, 2014 and December 28, 2013, respectively. As Adept conducts business on a global basis it is exposed to adverse or beneficial movements in foreign currency exchange rates. The dollar/euro and the dollar/yen markets currently present the largest exchange rate risk for Adept.

Provision for Income Taxes

Adept typically provides for income taxes during interim reporting periods based upon an estimate of our annual effective tax rate. We also maintain a liability to cover the cost of additional tax exposure items on the filing of federal and state income tax returns as well as filings in foreign jurisdictions. Each of these filing jurisdictions may audit the tax returns filed and propose adjustments. Adjustments arise from a variety of factors, including different interpretations of statutes and regulations. The liability method is used to account for income taxes. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is expected to be realized on a more-likely-than-not basis. Deferred tax expense results from the change in the net deferred tax asset or liability between periods.

The Company recorded a tax benefit of $0.1 million and $0.0 million for the three and six months ended December 27, 2014, and a tax provision of $0.1 million and $0.2 million for the three and six months ended December 28, 2013, respectively, primarily due to tax of certain foreign entities and a nominal amount of state minimum taxes.

Liquidity and Capital Resources

As of December 27, 2014, cash and cash equivalents were $4.2 million, a decrease of $3.4 million from June 30, 2014. Cash used in operating activities for the six months ended December 27, 2014 was $4.2 million, representing net loss adjusted for non-cash depreciation, amortization and stock based compensation expenses, and the use of $2.6 million of cash for working capital purposes. Cash provided by financing activities was $0.3 million from proceeds received from employee equity programs.

Bank Line of Credit

In fiscal year 2014, the Company entered into a Loan and Security Agreement (the “Agreement”) with a bank. Under the Agreement, the Company may borrow an amount not to exceed the lesser of (i) $10.0 million and (ii) $2.5 million plus 80% of eligible domestic and foreign subsidiary accounts receivable. The Agreement specifies the criteria for determining eligible accounts receivable and sets forth ongoing conditions precedent to the Company’s ability to borrow under the Agreement. Amounts borrowed under the Agreement may be repaid and reborrowed until its maturity on June 9, 2016, at which time all advances shall be immediately due and payable in full. Amounts borrowed under the Agreement shall bear interest at the prime rate plus 0.75%. Adept and certain of its subsidiaries have granted the bank a security interest in substantially all of their respective assets (excluding intellectual property) to secure the outstanding obligations under the Agreement.

Adept has no off balance sheet arrangements and believes that its current cash and cash equivalents, together with funds available pursuant to its credit facility, provide sufficient liquidity for operations in fiscal year 2015. Based on operating needs, strategic activities and other factors, we may further utilize the line of credit in the future or seek alternative credit or other financing in the future to pursue additional expansion opportunities or make other investments in our growth.

New Accounting Pronouncements

See Notes to condensed consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate sensitivity: There have been no significant changes to our market interest rate risk assessment as discussed in our 2014 Annual Report on Form 10-K.

Foreign currency exchange rate sensitivity: We transact our revenue primarily in U.S. dollars, Euros, and to a lesser extent, Chinese RMBs and Japanese Yen. The U.S. dollar is our reporting currency. The U.S. dollar is our functional currency except for our international subsidiaries in China, France and Germany, and Singapore where the Chinese Yuan, Euro, and Singapore dollar are the functional currencies, respectively.

As of December 27, 2014, we had not entered into foreign exchange forward contracts to hedge balance sheet exposures and inter-company balances against future movements in foreign exchange rates.

We maintain certain cash balances denominated in the Chinese Yuan, Euro, and Singapore dollar. If foreign exchange rates were to weaken against the U.S. dollar immediately and uniformly by 10% from the exchange rates at December 27, 2014, the fair value of these foreign currency amounts would decline by an amount which is not material.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We are committed to maintaining disclosure controls and procedures designed to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and we necessarily are required to apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures and implementing controls and procedures. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all issues, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Based on management’s evaluation, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as of the end of the period covered by this report, our CEO and CFO have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 27, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

During the three months ended December 27, 2014 the Company settled a legal claim made by a former employee and recorded a $260,000 charge, which includes legal expenses and is net of insurance reimbursement and amounts previously accrued, during the quarter.

ITEM 1A. RISK FACTORS

There have been no material changes in the risk factors previously disclosed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2014.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.

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.

By:		/s/ SETH HALIO
		Seth Halio
		Chief Financial Officer

By:		/s/ ROB CAIN
		Rob Cain
		President and Chief Executive Officer

Date: February 4, 2015

INDEX TO EXHIBITS

The following exhibits are filed as part of this report or incorporated by reference herein, as noted below.


3.1		Certificate of Incorporation of Adept-Delaware (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K12G3 filed with the Securities and Exchange Commission on November 10, 2005).

3.2		Certificate of Amendment of Certificate of Incorporation of Adept-Delaware (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K12G3 filed with the Securities and Exchange Commission on November 10, 2005).

3.3		Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 24, 2012).

3.4		Amended and Restated Bylaws of Adept-Delaware (incorporated by reference to Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 24, 2012).

4.1		Specimen of Common Stock Certificate of Adept-Delaware (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K12G3 filed with the Securities and Exchange Commission on November 10, 2005).

4.2		Specimen of Preferred Stock Certificate of Adept Delaware (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 24, 2012).

4.3		Form of Registration Rights Agreement, dated as of November 18, 2003 by and among the Registrant and the investors party thereto (incorporated by reference to Exhibit 4.5 to the Registrant’s Registration Statement on Form S-2 (No. 333-112360) filed on January 30, 2004).

4.4		Letter Agreement by and between Adept Technology, Inc. and Hale Capital Partners, LP, dated March 27, 2013 (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2013).

4.5		Registration Rights Agreement, dated as of September 5, 2012, by and among Adept Technology, Inc. and Hale Capital Partners, LP (incorporated by reference to Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 24, 2012).

4.6		Side Letter Agreement, dated as of September 5, 2012 by and among Adept Technology, Inc. and Hale Capital Partners, LP (incorporated by reference to Exhibit 4.6 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 24, 2012).

10.1+		First Amendment to Loan and Security Agreement and Waiver (dated as of January 31, 2015 by and between Comerica Bank and Adept Technology, Inc.

10.2+		Prime Referenced Rate Addendum to Loan and Security Agreement (dated as of January 31, 2015 by and between Comerica Bank and Adept Technology, Inc.

31.1+		Certification by the Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2+		Certification by the Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1+		Certification by the Chief Executive Officer and the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.1-		The following financial information from the Company’s quarterly report on Form 10-Q for the period ended December 27, 2014 is formatted in XBRL interactive data files: (i) Condensed Consolidated Balance Sheets as of December 27, 2014 and June 30, 2014 (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended December 27, 2014 and December 28, 2013 (iii) Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 27, 2014 and December 28, 2013 and (iv) Notes to Condensed Consolidated Financial Statements.

+	Filed with this Quarterly Report on Form 10-Q

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections

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