5 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 EXHIBITS to FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ________________________ ADAPTIVE SOLUTIONS, INC. ________________________ =============================================================================== 6 Press Release FOR IMMEDIATE RELEASE - --------------------- FOR FURTHER INFORMATION, CONTACT: John Migliore Fletcher Chamberlin President and C.E.O. Investor Relations Counsel Adaptive Solutions, Inc. Harris Massey Herinckx (503) 690-1236 (503) 295-1922 ADAPTIVE SOLUTIONS' REPORTS SECOND QUARTER RESULTS Beaverton, OR -- July 23, 1996 Adaptive Solutions, Inc. (NASDAQ:ADSO) today announced financial results for the quarter ended June 30, 1996. Total revenue for the quarter was $1,483,000, up 54% from the prior year's second quarter total of $963,000. The year-over-year revenue increase came from increased product shipments and from research and development agreements, under which the company provides technical expertise to original equipment manufacturer (OEM) customers evaluating or implementing products based on the company's CNAPS architecture. Product revenue was $976,000, or 49% above last year's $654,000. Research and development revenue in the quarter grew 64% to $507,000 from last year's $309,000. While total revenue increased compared with the prior year's second quarter, it was significantly below the total of $3,831,000 reported for the first quarter ended March 31, 1996. The net loss for the quarter was $2,905,000, compared to $2,180,000 in last year's second quarter. The net loss in the latest quarter was $0.43 per share, based on an average of 6,763,000 shares outstanding. The net loss per share in last year's second quarter was $0.41, based on 5,363,000 shares outstanding. Approximately $2 million of the loss in the latest quarter was caused by one- time costs related to the company's expense reductions and new strategy which were announced on June 24, 1996. "As we forecast at the end of June, our revenue for the second quarter is well below the most recent quarters we have reported," commented John Migliore, president and CEO of Adaptive Solutions. "The decline has been caused by a TM decrease in PowerShop shipments from first quarter levels and 7 by the lack of additional contracts from the two major original equipment manufacturer (OEM) programs that propelled the revenue increases at the end of last year and in the first quarter this year." Migliore added, "As we announced on June 24, we are responding to this decline in revenue with significant cost reductions and a refocused strategy. Our current expectation is that revenue in the next few quarters will continue to be below the most recent quarters, before we begin to generate revenue as a result of the new strategies. Our revised strategy involves the provision of more complete forms processing solutions to our customers, and we are continuing to progress with internal software development and external partnerships to execute on our plans." This press release contains forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements, including, without limitations the company's ability to maintain revenue with existing customers while it implements it's new strategy, changes in the forms processing solutions markets, successful implementation of the company's new strategy, contained expansion and maintenance of partnerships and availability of necessary hardware, which risks and uncertainties are also discussed in greater detail in the company's Form 10-K and Form 10-Q filed with the S.E.C. Adaptive Solutions designs and manufacturers pattern recognition solutions using a unique, affordable massive-parallel microprocessor architecture. -2- 8 ADAPTIVE SOLUTIONS INCOME STATEMENT (000, except per share data) Quarter Ended Six Months Ended ------------------- ------------------ 6/30/96 6/30/95 6/30/96 6/30/95 ------- ------- ------- ------- Net Product Revenue $ 976 $ 654 $ 4,327 $ 1,156 R&D Revenue 507 309 987 605 ------- ------- ------- ------- TOTAL REVENUE 1,483 963 5,314 1,761 Cost of Product Revenue 1,262 924 3,396 1,253 Research & Development 880 961 1,811 1,705 Sales & Marketing 538 944 1,350 1,606 General & Administrative 1,740 260 2,227 497 ------- ------- ------- ------- TOTAL OPERATING EXPENSES 4,420 3,089 8,784 5,061 ------- ------- ------- ------- OPERATING LOSS (2,937) (2,126) (3,470) (3,300) Interest Income 53 40 80 93 Interest Expense and Other (21) (94) (62) (105) ------- ------- ------- ------- LOSS BEFORE INCOME TAXES (2,905) (2,180) (3,452) (3,312) Income Tax Expense --- --- --- --- NET LOSS $(2,905) $(2,180) $(3,452) $(3,312) ------- ------- ------- ------- NET LOSS PER SHARE $ (0.43) $ (0.41) $ (0.53) $ (0.64) ------- ------- ------- ------- Average Shares Outstanding 6,763 5,363 6,519 5,215 -3- 9 ADAPTIVE SOLUTIONS BALANCE SHEETS (000) 6/30/96 12/31/95 ----------- ------------ Cash and Cash Equivalents $ 4,487 $ 974 Trade Accounts Receivable 1,180 4,220 Inventory 2,235 2,885 Prepaid Expenses 134 381 ------- ------- TOTAL CURRENT ASSETS 8,036 8,460 Property and Equipment - Net 1,626 1,754 Other Assets 100 7 ------- ------- TOTAL ASSETS $ 9,762 $10,221 ------- ------- Accounts Payable $ 58 $ 825 Notes Payable 554 --- Accrued Expenses 2,039 1,209 Current Portion - Capital leases 451 476 Deferred Revenue 47 67 ------- ------- TOTAL CURRENT LIABILITIES 3,149 2,577 Capital Leases, less Current Portion 506 496 Common Stock 31,068 28,674 Unearned Compensation --- (17) Accumulated Deficit (24,961) (21,509) ------- ------- TOTAL STOCKHOLDERS' EQUITY 6,107 7,148 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,762 $10,221 ------- ------- #### -4-