SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported): May 1, 1997
PERCEPTRON, INC.
(Exact name of registrant as specified in its charter)
Michigan 0-20206 38-2381442
(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
48727 Halyard Drive, Plymouth, MI 48170
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (313) 414-6100
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
On May 1, 1997, Perceptron announced the acquisition of Trident
Systems, Inc. and Nanoose Systems, Inc. and its first quarter results.
Attached hereto and incorporated by reference is the press release relating
to such announcement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
1. Press Release dated May 1, 1997
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 hereunto duly authorized.
PERCEPTRON, INC.
Date: May 6, 1997 By: /S/ Alfred A. Pease
Alfred A. Pease
President and Chief
Executive Officer
[LOGO]
PERCEPTRON
Sensing the Future
48727 Halyard Drive
Plymouth, Michigan 48170-2461
(313) 414-6100 Facsimile: (313) 414-4700
FOR IMMEDIATE RELEASE
CONTACT: John G. Zimmerman Stephanie King
Vice President & CE Edelman Financial
313/414-6100 212/704-8291
PERCEPTRON ANNOUNCES ACQUISITION OF
TRIDENT SYSTEMS, INC. AND NANOOSE SYSTEMS CORP.
PERCEPTRON ANNOUNCES FIRST QUARTER RESULTS
FIRST QUARTER HIGHLIGHTS
- - Trident Systems and Nanoose Systems acquisitions completed.
- - New order bookings more than double to $17.7 million.
- - Two new first-tier supplier orders totaling $2.2 million.
- - Autospect receives new orders for $0.9 million in April.
- - New order backlog at a record $28.8 million.
- - Revenues increased to $10.3 million.
- - Net income at $0.8 million, EPS at $0.10
Financial Summary Table
(in $000's except per share data)
Three Months Ended
3/31/97 3/31/96 % Change
Net sales $10,330 $ 9,510 9%
Gross profit 6,060 5,589 8%
Non-cash stock
compensation expense - 421 -
Pre-tax income 1,133 1,233 (8)%
Net income 793 859 (8)%
Net income per share $ .10 $ .11 (9)%
Weighted average shares 8,228 7,855 5%
Plymouth, MI, May 1, 1997 -- Perceptron, Inc. (Nasdaq: PRCP) today
announced the completion of the acquisitions of Trident Systems, Inc. of
Atlanta, GA, and Nanoose Systems Corp., of Parksville, BC and reported
results for the first quarter ended March 31, 1997.
Perceptron has maintained a successful working relationship with Trident
Systems, a full service integrator for the solid woods sector of the forest
products industry, since 1995. Trident Systems provide applications that
address a wide spectrum of mill processes. Nanoose Systems Corporation is a
software design and engineering company specializing in industrial scanning
and optimization systems. Optimization software written by Nanoose is a key
element of the integrated systems that are developed and sold into the
sawmill industry.
Trident and Nanoose will operate as subsidiaries of Perceptron. Their
current management teams will continue to provide leadership to the
respective companies. Perceptron expects revenues from these acquisitions
to represent at least 10% of the combined companies' revenues and for
earnings to be slightly accretive overall for 1997. The acquisitions are
structured to be accounted for as a pooling of interests in which 309,782
shares of Perceptron common stock were issued.
Commenting on the acquisition, Alfred A. Pease, Chairman, President and
Chief Executive Officer of Perceptron stated, "We are excited about joining
with these two excellent companies. The alliance of Perceptron with Trident
and Nanoose is an important element of our strategy to diversify our
presence into non-automotive industries. These transactions will integrate
the best elements of the three companies and allow for the creation of a new
forest products business model which closely parallels Perceptron's proven
successful automotive business model. The new business unit will have the
ability to engage outside integrators by supplying them with complete
scanning and optimization solutions as well as continuing to act as a full
service systems integrator, as customers require."
Sales for the quarter increased nearly 9%, to $10.3 million, from the $9.5
million in the same period last year. Net income of $0.8 million, $0.10 per
share, compares to $0.9 million or $0.11 per share in the 1996 quarter.
Results of both periods include Autospect, Inc. which was acquired in
February, 1997.
Earnings per share for Perceptron alone amounted to $0.14 per share verses
$0.12 per share in the prior year quarter, which included a $0.4 per share
charge recorded for a non-cash stock compensation expense. Sales were $10.0
million, a record for the quarter, up 10% from $9.1 million in the 1996
period. Autospect realized a loss in the quarter of $0.04 per share, due to
reduced sales levels and certain acquisition expenses. This compares to a
loss of $0.01 per share in the prior year. The Company expects improvement
for Autospect during the year, as synergies from the acquisition take hold
and their new products are delivered to the market.
New order bookings for the quarter doubled those of a year ago, reaching
$17.7 million. Included were two first tier supplier orders which totaled
$2.2 million. In April, orders were received from a Korean auto company for
$0.6 million and Autospect received new orders totaling $0.9 million. The
Company's backlog stood at a record $28.8 million at the end of the first
quarter.
Mr. Pease stated, "As previously reported, late in the first quarter we
anticipated revenues and earnings to be below expectations. The nature of
the Company's business is such that revenues are largely generated through
sizable orders from a small number of customers. As a result, the timing of
orders can cause the Company to experience significant fluctuations in its
quarterly revenues and operating results. Systems sold to the automotive
businesses are delivered at various periods during the year as customers
request, but are usually installed into manufacturing lines primarily during
major shutdown periods after the end of the second quarter and after the end
of the fourth quarter. Because of this dynamic, six month and annual
results are easier to plan. As a result, we expect second quarter 1997 to
show a marked improvement over both the first quarter of 1997 and second
quarter 1996. With our expanding customer base and the wide acceptance of
our products, we are confident in our strategy for growth in revenues and
profitability."
Perceptron designs, manufactures and markets information-based process
measurement and guidance solutions for industry. Perceptron's systems are
recognized in a number of industries and market segments as important tools
for improvement of both quality an efficiency. Perceptron markets its
products worldwide through its offices in Michigan, Germany, Brazil, The
Netherlands, Korea, and Japan.
Safe Harbor Statement
Certain statements in this press release may be "forward looking statements"
within the meaning of the Securities Exchange Act of 1934. Actual results
could differ materially, from those in the forward looking statements due to
a number of uncertainties, including, but not limited to the independence of
the Company's revenue on a number of sizable order from a small number of
customers, the timing of orders which can cause the Company to experience
significant fluctuations in its quarterly and annual revenue and operating
results, general product demand and market acceptance risks, the ability of
the Company to successfully compete with alternative and similar
technologies, the timing and continuation of the automotive industry's
retooling programs, the ability of the Company to resolve technical issues
inherent in the development of new products and technologies, the ability of
the Company to identify and satisfy market needs, general product
development and commercialization difficulties the quality and cost of
competitive products already in existence or developed in the future, the
level of interest existing and potential new customers may have in new
products and technologies generally, rapid or unexpected technologies
changes, and the effect of the economic conditions.
- Financial Tables Follows -
PERCEPTRON, INC.
SELECTED FINANCIAL DATA
CONDENSED INCOME STATEMENTS
(Unaudited)
(In $000's except per share data)
Three Months Ended
March 31,
1997 1996
Net sales $ 10,330 $ 9,510
Cost of sales 4,270 3,921
Gross profit 6,060 5,589
------ ------
Selling, general and administrative
expense 8,198 2,801
Engineering, research and development
expense 1,911 1,295
Non-cash stock compensation expense 0 421
------ ------
Income from operations 951 1,072
Interest income, net 182 161
------ ------
Income before provision for income
taxes 1,133 1,233
Provision for income taxes 340 374
------ ------
Net income 793 $ 859
------ ------
Net income per weighted average common
share $ .10 $ .11
------ ------
Weighted average common and common
equivalent shares 8,227,543 7,854,650
--------- ---------
CONDENSED BALANCE SHEETS
(Unaudited)
(In $000's)
March 31, December 31,
1997 1996
Cash and cash equivalents $16,785 $14,677
Other current assets 26,652 33,155
Property and equipment, net 9,948 9,344
Other non-current assets, net 2,069 2,352
------ ------
Total assets $55,454 $59,528
------ ------
Total liabilities 7,050 11,729
Shareholders' equity 48,404 47,799
------ ------
Total liabilities and
shareholders' equity $55,454 $59,528
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