<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A-1
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended June 30, 1996.
Commission file number: 0-20206
PERCEPTRON, INC.
(Exact name of registrant as specified in its charter)
Michigan 38-2381442
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
47827 Halyard Drive, Plymouth, Michigan 48170-2461
(Address of principal executive offices)
(313) 414-6100
(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 proceeding 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
------- --------
The number of shares outstanding of each of the issuer's classes of common
stock as of July 26, 1996 was:
Common Stock, $0.01 par value 7,017,168
- ----------------------------- ----------------
Class Number of shares
<PAGE> 2
PERCEPTRON, INC. AND SUBSIDIARIES
INDEX
PART 1. FINANCIAL INFORMATION
PAGE
----
ITEM 1 Financial Statements
Condensed Consolidated Balance Sheets -- June 30, 1996
and December 31, 1995 3
Condensed Consolidated Statements of Income -- Three
and Six Months ended June 30, 1996 and 1995 4
Condensed Consolidated Statements of Cash Flows -- Six
Months ended June 30, 1996 and 1995 5
Notes to Condensed Consolidated Financial Statements 6-7
ITEM 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 8-11
PART II. OTHER INFORMATION
ITEM 6 Exhibits and Reports on Form 8-K 12
The Company has restated its Financial Statements to reflect the effects of a
non-cash compensation expense. Beginning in late 1994, some participants in
the Company's stock option plan used Perceptron stock options to pay the
exercise price of stock options issued under the plan. The Company was
advised by its independent accounting firm that generally accepted accounting
principles (GAAP) require the recording of a non-cash compensation expense
relating to the certain option exercises during 1996 and 1995. See Note 2 to
the financial statements.
2
<PAGE> 3
PART 1 -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PERCEPTRON, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
------------- -------------
(as restated) (as restated)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $14,760,000 $14,990,000
Accounts receivable and other receivable,
net of reserves of $166,000 and $35,000 16,280,000 14,292,000
Inventory, net of reserves of $661,000 and $700,000 5,541,000 4,114,000
Prepaid expenses and deferred tax asset 1,995,000 2,658,000
----------- -----------
Total current assets 38,576,000 36,054,000
----------- -----------
Property and equipment:
Leased equipment 318,000 318,000
Machinery and equipment 8,631,000 7,696,000
Furniture and fixtures 466,000 492,000
Leasehold improvements 95,000 95,000
Construction in progress - building 1,574,000 0
Less accumulated depreciation and amortization (6,389,000) (6,074,000)
----------- -----------
Total property and equipment 4,695,000 2,527,000
----------- -----------
Total assets $43,271,000 $38,581,000
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Capital lease obligations $ 21,000 $ 46,000
Accounts payable 1,441,000 2,070,000
Accrued expenses 4,250,000 3,823,000
Accrued compensation and stock option expense 1,525,000 2,284,000
----------- -----------
Total current liabilities 7,237,000 8,223,000
----------- -----------
Commitments and Contingencies ---- ----
Shareholders' equity:
Preferred stock, no par value, 1,000,000 shares authorized,
none issued ---- ----
Common stock, $.01 par value; 19,000,000 shares
authorized, 6,999,900 and 6,723,000 issued and
outstanding at June 30, 1996 and December 31, 1995,
respectively 70,000 67,000
Cumulative translation adjustments (743,000) (474,000)
Additional paid-in capital 35,197,000 30,771,000
Retained earnings 1,510,000 (6,000)
----------- -----------
Total shareholders' equity 36,034,000 30,358,000
----------- -----------
Total liabilities and shareholders' equity $43,271,000 $38,581,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
3
<PAGE> 4
PERCEPTRON, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- --------------------------
1996 1995 1996 1995
----------- ---------- ----------- -----------
(as restated) (as restated)
<S> <C> <C> <C> <C>
Net sales $11,663,000 $8,603,000 $20,725,000 $14,592,000
Cost of sales 4,617,000 3,353,000 8,372,000 5,736,000
----------- ---------- ----------- -----------
Gross profit 7,046,000 5,250,000 12,353,000 8,856,000
Selling, general and administrative expense 2,675,000 2,442,000 5,266,000 4,363,000
Engineering, research and development expense 1,559,000 1,048,000 2,719,000 2,106,000
Non-cash stock compensation expense 2,315,000 --- 2,736,000 ---
----------- ---------- ----------- -----------
Income from operations 497,000 1,760,000 1,632,000 2,387,000
Interest income, net 178,000 154,000 339,000 260,000
----------- ---------- ----------- -----------
Income before provision for federal income taxes 675,000 1,914,000 1,971,000 2,647,000
Provision for federal income taxes 87,000 0 455,000 0
----------- ---------- ----------- -----------
Net income $ 588,000 $1,914,000 $ 1,516,000 $ 2,647,000
=========== ========== =========== ===========
Net income per weighted average share $ .08 $ .27 $ .20 $ .37
=========== ========== =========== ===========
Weighted average common and common
equivalent shares 7,677,268 7,126,139 7,583,247 7,101,440
=========== ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
4
<PAGE> 5
PERCEPTRON, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30,
------------------------
1996 1995
----------- -----------
(as restated)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,516,000 $ 2,647,000
----------- -----------
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 315,000 367,000
Non-cash stock compensation expense 2,736,000 ---
Changes in operating assets and liabilities:
Accounts receivable (2,170,000) 288,000
Inventory (1,427,000) (1,253,000)
Prepaid expenses and other current assets 663,000 (43,000)
Accounts payable (629,000) 876,000
Accrued expenses (332,000) (445,000)
----------- -----------
Total adjustments (844,000) (210,000)
----------- -----------
Net cash provided by operating activities 672,000 2,437,000
----------- -----------
Cash flows used in investing activities:
Capital expenditures (2,483,000) (837,000)
----------- -----------
Cash flows from financing activities:
Principal payments under capital lease obligations (25,000) (55,000)
Proceeds from issuance of short-term debt ---- 231,000
Proceeds from exercise of options and other 1,693,000 475,000
----------- -----------
Net cash provided by financing activities 1,668,000 651,000
----------- -----------
Effect of exchange rates on cash and cash equivalents (87,000) 56,000
----------- -----------
Net increase (decrease) in cash and cash equivalents (230,000) 2,307,000
Cash and cash equivalents, beginning of year 14,990,000 7,917,000
----------- -----------
Cash and cash equivalents, end of period $14,760,000 $10,224,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
5
<PAGE> 6
PERCEPTRON, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTES 1. FINANCIAL STATEMENT PRESENTATION
Information for the three and six months ended June 30, 1996 and 1995 is
unaudited, but includes all adjustments, consisting of normal recurring
adjustments, which the management of Perceptron, Inc. ("Perceptron" or the
"Company") considers necessary for fair presentation of financial position,
results of operations and cash flows. In accordance with the instructions for
the completion of the Quarterly Report on Form 10Q, certain information and
footnote disclosures necessary to comply with generally accepted accounting
principles have been condensed or omitted. 1995 amounts for engineering,
research, and development and selling, general, and administrative expenses
have been reclassified to conform to the 1996 presentation.
These financial statements should be read in conjunction with the
Company's Annual Report on Form 10-K for the year ended December 31, 1995,
which contains a summary of Perceptron's accounting principles and other
footnote information. The results of operations for any interim period are not
necessarily indicative of the results of operations for a full year.
NOTE 2. NON-CASH STOCK COMPENSATION EXPENSE
Beginning in late 1994, some participants in the Company's stock option
plan have used Perceptron stock options to pay the exercise price of stock
options issued under the plan. The Company was advised by its independent
accounting firm that generally accepted accounting principles (GAAP) require the
recording of a non-cash compensation expense relating to certain options
exercises during 1996 and 1995.
The Company has restated its financial statements to record non-cash
compensation expense, net of taxes, of $274,000 and $1,505,000 in the first and
second quarters of fiscal 1996, respectively and non-cash stock compensation
expense, net of taxes, of $895,000 in the third quarter of fiscal 1995. The
effect of these non-cash stock compensation charges on net income for the first
and second quarters of fiscal year 1996 was a reduction of $.04 per share and
$.19 per share, respectively. The effect of these non-cash stock compensation
charges on net income for the third quarter of fiscal year 1995 was a reduction
of $.12 per share.
NOTE 3. THREE-FOR-TWO-STOCK SPLIT
The Company's Board of Directors announced a three-for-two stock split of
the Company's Common Stock which was effected in the form of a stock dividend
payable on November 30, 1995 to shareholders of record on November 20, 1995.
All reported historical information has been adjusted accordingly to reflect
the impact of this stock split.
6
<PAGE> 7
NOTE 4. INVENTORY
Inventory is stated at the lower of cost or market. The cost of inventory
is determined by the first in, first out (FIFO) method. Inventory, net of
reserves, is comprised of the following:
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
---------- ----------
<S> <C> <C>
Component parts $3,405,000 $3,022,000
Work in process 1,387,000 641,000
Finished goods 749,000 451,000
---------- ----------
Total $5,541,000 $4,114,000
========== ==========
</TABLE>
NOTE 5. NET INCOME PER SHARE
Net income per common and common equivalent share is calculated based upon
the weighted average number of shares of Common Stock outstanding, adjusted for
the dilutive effect of stock options and warrants, using the treasury stock
method.
NOTE 6. COMMITMENTS AND CONTINGENCIES
The Company may, from time to time, be subject to legal proceedings and
claims. Litigation involves many uncertainties. Management is currently
unaware of any significant pending litigation affecting the Company, other than
the indemnification matter and the complaint discussed in the following
paragraphs.
The Company has been informed that certain of its customers have received
allegations of possible patent infringement involving processes and methods
used in the Company's products. One such customer is currently engaged in
litigation relating to such matter. This customer has notified various
companies, including the Company from which it has purchased such equipment,
that it expects the suppliers of such equipment to indemnify such customer, on
a pro-rata basis, for expenses and damages, if any, incurred in this matter.
Management believes, however, that the processes used in the Company's products
were independently developed without utilizing any previously patented process
or technology. Because of the uncertainty surrounding the nature of any
possible infringement and the validity of any such claim or any possible
customer claim for indemnity, it is not possible to estimate the ultimate
effect, if any, of this matter on the company's financial position.
On March 13, 1996, a complaint was filed naming the Company as a defendant
along with two other co-defendants, in an action alleging that the Company's
TriCam sensor violates a patent held by the plaintiff and seeking preliminary
and permanent injunctions and damages. Management believes that its TriCam
sensor was independently developed without utilizing any previously patented
process or technology and intends to vigorously defend its position.
NOTE 7. CREDIT FACILITIES
The Company has unsecured bank credit facilities of $4.0 million US and
1.0 million DM, which may be used to finance working capital needs and
equipment purchases or capital leases. Any borrowings for working capital
needs will bear interest at the bank's prime rate (8.25% as of July 25, 1996)
any borrowings to finance equipment purchases will bear interest at the bank's
prime rate plus 1/2%. These credit facilities expire on May 31, 1997 unless
canceled earlier by the Company or the bank. At June 30, 1996, the Company had
no outstanding liabilities under these facilities.
7
<PAGE> 8
NOTE 8. FOREIGN EXCHANGE CONTRACTS
The Company has implemented a limited hedging program to minimize the
impact of foreign currency fluctuations. As the Company exports products, it
generally enters into limited hedging transactions relating to the accounts
receivable arising as a result of such shipment. These transactions involve
the use of forward contracts. At June 30, 1996, the Company had entered into
forward contracts covering $1,047,000 US (1,600,000 DM). These contracts
mature on various dates through December 1996. The fair market value of the
contracts at June 30, 1996 was $1,050,000, resulting in a net receivable of
$3,000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1996 AND 1995
Net Sales. The Company's net sales increased by 36% from $8.6 million in
the second quarter of 1995 to $11.7 million in the second quarter of 1996. The
increase of $3.1 million in net sales is primarily attributable to sales to
domestic automotive customers of $7.2 million, up by $0.6 million from the same
quarter last year, and international automotive sales of $3.8 million, up by
$1.8 million from the same quarter last year. The remainder of the net sales
increase is due to non-automotive customer deliveries.
New order bookings during the second quarter of 1996 totaled $17.7 million
compared to $10.9 million in the second quarter of 1995. The increase of $6.8
million is attributable to orders from domestic automotive customers of $13.6
million, up by $5.9 million on a comparative basis over $7.7 million in the
second quarter of 1995, combined with $4.1 million in orders during the second
quarter of 1996 from European and Asian customers, an increase of $0.9 million
as compared to the same period in 1995.
New order bookings are dependent on the timing of customer re-tooling
programs, and accordingly may vary significantly from quarter to quarter. The
amount of new order bookings during any particular period is not necessarily
indicative of the future operating performance of the Company.
Gross profit. Gross profit increased from $5.3 million in the second
quarter of 1995 to $7.0 million in the second quarter of 1996. Gross profit as
a percentage of net sales decreased from 61.0% in the second quarter of 1995 to
60.4% in the second quarter of 1996. The decrease is due primarily to lower
gross profit percentages on new products which are not being manufactured in
significant quantities at this time.
Selling, general and administrative expense. Selling, general and
administrative expenses increased from $2.4 million in the second quarter of
1995 to $2.7 million in the second quarter of 1996. This change is due
principally to increased personnel and related expenses to support the 1996
operating activity. As a percentage of sales, selling, general and
administrative expenses decreased from 28.4% in the second quarter of 1995, to
22.9% in the second quarter of 1996, primarily due to the higher sales base.
Engineering, research and development expense. Engineering, research and
development expenses increased from $1.0 million in the second quarter of 1995,
to $1.6 million in the second quarter of 1996, due primarily to increased
personnel. As a percentage of net sales, research and development expense
increased from 12.2% in the second quarter of 1995 to 13.4% in the second
quarter of 1996.
8
<PAGE> 9
Non-cash stock compensation expense. Beginning in late 1994, some
participants in the Company's stock option plan have used Perceptron stock
options to pay the exercise price of stock options issued under the plan. The
Company was advised that accounting rules require the recording of a non-cash
compensation expense relating to certain of these exercises during 1996 and
1995, including $2.3 million in the second quarter of 1996. See Note 2 to the
Condensed Consolidated Financial Statements for further information.
Interest income, net. Interest income increased from $154,000 in the
second quarter of 1995, to $178,000 in the second quarter of 1996, due
primarily to higher cash balances and related investing activities.
Income before provision for federal income taxes. During the second
quarter of 1995, Perceptron had income before provision for federal income
taxes of $1.9 million, representing 22.2% of net sales, as compared to income
before provision for federal income taxes of $.7 million, representing 5.8% of
net sales, in the second quarter of 1996.
Provision for federal income taxes. For U.S. federal income tax reporting
purposes, as of December 31, 1995, net operating loss carryforwards were
available in the approximate amount of $3.6 million. Investment tax and
research and development credits of $860,000 were also available to benefit
future reported U.S. taxable earnings. These losses and credits expire, if
unused, on various dates from 1998 through 2007. The Company also had, as of
December 31, 1995, tax loss carryforwards available at foreign subsidiaries of
approximately $4.0 million, which may be carried forward indefinitely.
For financial reporting purposes, because the Company anticipates
utilizing certain of these carryforwards and credits in 1996, a deferred tax
asset was recorded as of December 31, 1995, representing the estimated tax
benefit of these items. For the three months ended June 30, 1996, the Company
recorded a $0.1 million provision for federal income taxes, representing an
estimated effective tax rate of 13%.
Net income. During the second quarter of 1995, the Company had net income
of $1.9 million representing 22.2% of net sales, as compared to net income of
$.6 million representing 5.0% of net sales in the second quarter of 1996.
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
Net Sales. The Company's net sales increased by 42% from $14.6 million in
the first six months of 1995 to $20.7 million in the first six months of 1996.
The increase of $6.1 million in net sales is attributable primarily to sales to
domestic automotive customers of $14.2 million, up $4.0 million from $10.2
million in the same period last year. International automotive sales for the
first six months of 1996 totaled $5.0 million, up $0.6 million from $4.4
million in the same six month period last year. Quarterly fluctuations in
these geographic segments is due primarily to the timing of customer delivery
requirements. The remainder of the net sales increase is due to non-automotive
customer deliveries.
New order bookings for the six months ended June 30, 1996 totaled $25.3
million compared to $19.0 million in the comparable period of 1995. The
increase of $6.3 million is attributable to a $3.2 million increase in orders
from domestic automotive customers up to $17.5 million for the first six months
of 1996 from $14.3 million in 1995, and an increase of $3.1 million from
European and Asian automotive customers, up to $7.8 million for the first six
months of 1996 from $4.7 million in 1995.
New order bookings are dependent on the timing of customer re-tooling
programs, and accordingly may vary significantly from quarter to quarter. The
amount of new order bookings during any particular period is not necessarily
indicative of the future operating performance of the Company.
9
<PAGE> 10
Backlog at June 30, 1996 totaled $20.8 million compared to $15.8 million
at June 30, 1995 and $16.3 million at December 31, 1995. The level of order
backlog at any particular time is not necessarily indicative of the future
operating performance of the Company. The Company expects to be able to fill
substantially all of the orders in backlog by December 31, 1996.
Gross profit. Gross profit increased from $8.9 million in the first six
months of 1995 to $12.4 million in the first six months of 1996. Gross profit
as a percentage of net sales decreased from 60.7% in the first six months of
1995 to 59.6% in the first six months of 1996. The decrease is primarily due
to the lower gross profit percentage associated with one specific sale by the
Company of a new product, which was integrated into equipment acquired from an
original equipment manufacturer ("OEM") and sold as a complete system during
the first quarter of 1996. The Company may, in the future, sell this product
to OEM's who will in turn resell these systems after integrating them into
their equipment. The decrease is also due to lower gross profit percentages on
new products which are not being manufactured in significant quantities at this
time.
Selling, general and administrative expense. Selling, general and
administrative expenses increased from $4.4 million in the first six months of
1995 to $5.3 million in the first six months of 1996. This change is due
principally to increased personnel and related expenses to support the 1996
operating activity. As a percentage of sales, selling, general and
administrative expenses decreased from 29.9% in the first six months of 1995,
to 25.4% in the first six months of 1996, due primarily to the higher sales
base.
Engineering, research and development expense. Engineering, research and
development expenses increased from $2.1 million in the first six months of
1995, to $2.7 in the first six months of 1996, due primarily to increased
personnel. As a percentage of net sales, research and development expense
decreased from 14.4% in the first six months of 1995 to 13.1% in the first six
months of 1996 due primarily to the higher sales base, offset partially by the
increased personnel costs.
Non-cash stock compensation expense. Beginning in late 1994, some
participants in the Company's stock option plan have used Perceptron stock
options to pay the exercise price of stock options to pay the exercise price of
stock options issued under the plan. The Company was advised that accounting
rules require the recording of a non-cash compensation expense relating to
certain of these exercises during 1996 and during the fiscal of 1995, including
$2.7 million in the first six months of 1996. See Note 2 to the Condensed
Consolidated Financial Statements for further information.
Interest income, net. Interest income increased from $260,000 in the
first six months of 1995, to $339,000 in the first six months of 1996, due to
higher cash balances and related investing activities.
10
<PAGE> 11
Income before provision for federal income taxes. During the first six
months of 1995, the Company had income before provision for federal income
taxes of $2.6 million, representing 18.1% of net sales, as compared to income
before provision for federal income taxes of $2.0 million, representing 9.5% of
net sales, in the first six months of 1996.
Provision for federal income taxes. For U.S. federal income tax reporting
purposes, as of December 31, 1995, net operating loss carryforwards were
available in the approximate amount of $3.6 million. Investment tax and
research and development credits of $860,000 were also available to benefit
future reported U.S. taxable earnings. These losses and credits expire, if
unused, on various dates from 1998 through 2007. The Company also had, as of
December 31, 1995, tax loss carryforwards available at foreign subsidiaries of
approximately $4.0 million, which may be carried forward indefinitely. Because
of the availability of these tax loss carryforwards, there was no provision for
federal income taxes during 1995.
For financial reporting purposes, because the Company anticipates
utilizing certain of these carryforwards and credits in 1996, a deferred tax
asset was recorded as of December 31, 1995, representing the estimated tax
benefit of these items. For the six months ended June 30, 1996, the Company
recorded a $.5 million provision for federal income taxes, representing an
estimated effective tax rate of 23.1%.
Net income. During the first six months of 1995, Perceptron had net
income of $2.6 million representing 18.1% of net sales, as compared to net
income of $1.5 million representing 7.3% of net sales in the first six months
of 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents as of June 30, 1996 totaled $14.8
million, as compared with $15.0 million as of December 31, 1995. This decrease
was due primarily to cash outlays to fund increased receivable and inventory
levels, capital expenditures and reduced current liabilities, offset by net
income and proceeds from stock options exercised during the period.
The Company has unsecured credit facilities totaling $4.0 million U.S. and
1.0 million DM. These facilities may be used to finance working capital needs
and equipment purchases or capital leases. Any borrowings for working capital
needs will bear interest at the bank's prime rate (8.25% as of July 25, 1996)
and any borrowings to finance equipment purchases will bear interest at the
bank's prime rate plus 1/2%. The credit facilities expire on May 31, 1997
unless canceled earlier by the Company or the bank. As of June 30, 1996 and
December 31, 1995, Perceptron had no short-term or long-term debt other than
capital leases outstanding.
The Company's working capital increased to $31.3 million at June 30, 1996,
from $27.8 million at December 31, 1995. Accounts receivable and other
receivables increased from $14.3 million as of December 31, 1995 to $16.3
million as of June 30, 1996 primarily as a result of increased sales. The
increase of approximately $1.4 million in inventory is due primarily to an
increase in component parts inventory to support the 1996 production plan. The
decrease of $1.0 million in current liabilities is due primarily to the
payments of 1995 performance bonuses and decreased accounts payable. Prepaid
and deferred tax asset has been reduced $.6 million as a result of the federal
income tax provision established for the six months.
The Company does not believe that inflation has had any significant impact
on historical operations, and does not expect any significant near-term
inflationary impact.
On March 28, 1996, the Company exercised its option to purchase, for
approximately $5.4 million, certain land and a new facility it had previously
agreed to lease. Construction of this facility, which will be
11
<PAGE> 12
financed by the Company, began in April 1996. The Company expects to occupy
this facility in December 1996. The Company is currently reviewing permanent
financing alternatives for this facility. Through June 30, 1996, $1.6 million
in progress payments have been recorded on the new facility.
The Company believes that available cash on hand and existing credit
facilities will be sufficient to fund its currently anticipated 1996 cash flow
requirements.
12
<PAGE> 13
PART II -- OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits
4.4 Revised Credit Agreement dated May 22, 1996 between
Perceptron, Inc., Perceptron GmbH and NBD Bank, N.A.
and related Demand Business Loan Note.
10.47 Seventh Amendment to the 1992 Stock Option Plan
10.48 Eighth Amendment to the 1992 Stock Option Plan
10.49 Second Amendment to the Directors Stock Option Plan
10.50 Two Forms of Agreement Not to Compete between the Company
and certain officers of the Company
10.51 Development and Purchase Agreement between DeMattia
Development Company, Plymouth-West Limited Partnership
and Perceptron, Inc. dated May, 1996
10.52 Mortgage between DeMattia Development Company and
Perceptron, Inc. dated May , 1996
11. Statement re: computation of earnings per share.
As amended and refiled with Amendment No.1 to Form 10-Q
for the quarterly period ended June 30, 1996
27. Financial Data Schedule
As amended and refiled with Amendment No.1 to Form 10-Q
for the quarterly period ended June 30, 1996
(B) Reports on Form 8-K
None
13
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to its Annual Report on Form 10-Q to
be signed on its behalf by the undersigned, thereunto duly authorized.
PERCEPTRON, INC.
(Registrant)
Date: February 28,1997 By: /S/ Alfred A. Pease
---------------------------
Alfred A. Pease, President
and Chief Executive Officer
14
<PAGE> 15
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
<S> <C> <C>
11 Computation of per Share earnings
27 Financial Data Schedule
</TABLE>
<PAGE> 1
PERCEPTRON, INC. AND SUBSIDIARIES
EXHIBIT 11, STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
Earnings Per Share Earnings Per Share
Three Months Ended June 30, Six Months Ended June 30,
-------------------------- -------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
(as restated) (as restated)
<S> <C> <C> <C> <C>
A. Net Income $ 588,000 $1,914,000 $1,516,000 $2,647,000
---------- ---------- ---------- ----------
Weighted average number of common shares outstanding 6,891,308 6,470,558 6,823,955 6,460,952
Effect of the issuance of stock options and assumed
exercise of stock options at prices which are lower
than the average market price of the common shares
during the period, using the treasury stock method 785,960 655,581 759,292 640,488
B. Weighted average number of common shares and common
equivalent shares for primary earnings per share ---------- ---------- ---------- ----------
7,677,268 7,126,139 7,583,247 7,101,440
---------- ---------- ---------- ----------
Weighted average number of common shares outstanding 6,891,308 6,470,558 6,823,955 6,460,952
Effect of the issuance of stock options and assumed
exercised of stock options at prices which are lower
than the market price of the common shares at the
end of the period, using the treasury stock method 825,855 724,515 869,909 720,945
C. Weighted average number of common shares and common
equivalent shares for fully diluted earnings per share 7,717,163 7,195,073 7,693,864 7,181,897
---------- ---------- ---------- ----------
Primary earnings per share (A/B) $ .08 $ .27 $ .20 $ .37
========== ========== ========== ==========
Fully diluted earnings per share (A/C) $ .08 $ .27 $ .20 $ .37
========== ========== ========== ==========
</TABLE>
15
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 14,760,000
<SECURITIES> 0
<RECEIVABLES> 16,446,000
<ALLOWANCES> (166,000)
<INVENTORY> 5,541,000
<CURRENT-ASSETS> 38,576,000
<PP&E> 11,084,000
<DEPRECIATION> 6,389,000
<TOTAL-ASSETS> 43,271,000
<CURRENT-LIABILITIES> 7,237,000
<BONDS> 0
0
0
<COMMON> 70,000
<OTHER-SE> 35,964,000
<TOTAL-LIABILITY-AND-EQUITY> 43,271,000
<SALES> 20,725,000
<TOTAL-REVENUES> 20,725,000
<CGS> 8,372,000
<TOTAL-COSTS> 7,985,000
<OTHER-EXPENSES> 2,736,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (339,000)
<INCOME-PRETAX> 1,971,000
<INCOME-TAX> 455,000
<INCOME-CONTINUING> 1,516,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,516,000
<EPS-PRIMARY> .20
<EPS-DILUTED> .20
</TABLE>
