<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended September 30, 1997.
Commission file number: 0-20206
PERCEPTRON, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Michigan 38-2381442
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
47827 Halyard Drive, Plymouth, Michigan 48170-2461
(Address of principal executive offices)
(313) 414-6100
(Registrants 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 November 7, 1997 was:
<TABLE>
<S> <C>
Common Stock, $0.01 par value 8,183,186
- ----------------------------- -------------------
Class Number of shares
</TABLE>
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PERCEPTRON, INC. AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION
Page
ITEM I Financial Statements
Condensed Consolidated Balance Sheets - September 30,
1997 and December 31, 1996 3
Condensed Consolidated Statements of Income - Three and
Nine Months Ended September 30, 1997 and 1996 4
Condensed Consolidated Statements of Cash Flows - Nine
Months Ended September 30, 1997 and 1996 5
Notes to Condensed Consolidated Financial Statements 6-8
ITEM 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 8-13
ITEM 3 Quantitative and Qualitative Disclosures About Market Risk 13
PART II. OTHER INFORMATION
ITEM 6 Exhibits and Reports on Form 8-K 14
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PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
PERCEPTRON, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 19,146,000 $ 14,924,000
Accounts receivable and other receivables,
net of reserves of $175,000 and $108,000 23,127,000 22,750,000
Inventory, net of reserves of $895,000 and $860,000 7,393,000 7,176,000
Income tax receivables 0 2,103,000
Prepaid expenses and deferred tax asset 3,205,000 2,500,000
------------ ------------
Total current assets 52,871,000 49,453,000
------------ ------------
Property and equipment:
Building and land 5,983,000 0
Machinery and equipment 6,745,000 4,986,000
Furniture and fixtures 481,000 376,000
Leasehold improvements 17,000 12,000
Construction in progress 0 6,202,000
------------ ------------
13,226,000 11,576,000
Less: Accumulated depreciation and amortization (2,972,000) (1,925,000)
------------ ------------
Net property and equipment 10,254,000 9,651,000
Intangible assets, net 1,773,000 2,352,000
------------ ------------
Total assets $ 64,898,000 $ 61,456,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Due to bank $ 0 $980,000
Accounts payable 2,860,000 4,892,000
Accrued payables 5,973,000 6,223,000
Accrued compensation and stock option expense 1,993,000 2,914,000
------------ ------------
Total current liabilities 10,826,000 15,009,000
------------ ------------
Shareholders' equity:
Preferred Stock, no par value, 1,000,000 shares
authorized, none issued 0 0
Common Stock, $.01 par value; 19,000,000 shares
authorized, 8,144,000 and 7,950,000 issued and
outstanding at September 30, 1997 and December 31, 1996,
respectively
Cumulative translation adjustments 81,000 80,000
Additional paid-in capital (2,256,000) (929,000)
Retained earnings 41,051,000 39,560,000
15,196,000 7,736,000
------------ ------------
Total shareholders' equity 54,072,000 46,447,000
------------ ------------
Total liabilities and shareholders' equity $ 64,898,000 $ 61,456,000
============ ============
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
3
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PERCEPTRON, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
---------------------------------- ----------------------------------
1997 1996 1997 1996
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Net sales $ 16,255,000 $15,008,000 $47,445,000 $38,948,000
Cost of sales 6,250,000 5,618,000 18,351,000 15,368,000
------------ ----------- ----------- -----------
Gross profit 10,005,000 9,390,000 29,094,000 23,580,000
Selling, general and administrative expense 3,890,000 4,523,000 11,959,000 10,912,000
Engineering, research and development expense 2,229,000 1,982,000 6,744,000 5,249,000
Non-cash stock compensation expense 0 466,000 0 3,202,000
------------ ----------- ----------- -----------
Income from operations 3,886,000 2,419,000 10,391,000 4,217,000
Interest income, net 231,000 245,000 661,000 578,000
------------ ----------- ----------- -----------
Income before provision for income taxes 4,117,000 2,664,000 11,052,000 4,795,000
------------ ----------- ----------- -----------
Provision for income taxes 1,338,000 1,123,000 3,592,000 1,535,000
------------ ----------- ----------- -----------
Net income $ 2,779,000 $ 1,541,000 $ 7,460,000 $ 3,260,000
============ =========== =========== ===========
Net income per weighted average share $ .33 $ .18 $.88 $.39
============ =========== =========== ===========
Weighted average common and common
equivalent shares 8,472,991 8,376,440 8,490,919 8,297,290
============ =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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PERCEPTRON, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
------------------------------------------------
1997 1996
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 7,460,000 $ 3,260,000
----------- -----------
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 1,626,000 702,000
Non-cash stock compensation expense 0 3,202,000
Changes in operating assets and liabilities:
Accounts receivable (1,302,000) (3,913,000)
Inventory (217,000) (2,954,000)
Prepaid expenses and other current assets 1,398,000 662,000
Accounts payable (2,032,000) (339,000)
Accrued expenses (1,171,000) 2,295,000
----------- -----------
Total adjustments (1,698,000) (345,000)
----------- -----------
Net cash provided by operating activities 5,762,000 2,915,000
----------- -----------
Cash flows (used in) investing activities:
Capital expenditures (1,650,000) (5,142,000)
----------- -----------
Cash flows from financing activities:
Principal payments under capital lease obligations 0 (34,000)
Proceeds from issuance of short-term debt 0 425,000
Repayment of short-term debt (980,000) 0
Proceeds from exercise of options and other 1,492,000 2,149,000
----------- -----------
Net cash provided (used in) by financing activities 512,000 2,540,000
----------- -----------
Effect of exchange rates on cash and cash equivalents (402,000) (103,000)
----------- -----------
Net increase in cash and cash equivalents 4,222,000 210,000
Cash and cash equivalents, beginning of year 14,924,000 15,442,000
----------- -----------
Cash and cash equivalents, end of period $19,146,000 $15,652,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
5
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PERCEPTRON, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. FINANCIAL STATEMENT PRESENTATION
Information for the three and nine months ended September 30, 1997 and
1996 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. Certain 1996 amounts have been
reclassified to conform to the 1997 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, 1996 and
Current Report on Form 8-K filed July 21, 1997, which contain 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.
The condensed consolidated financial statements of the Company have been
prepared to give retroactive affect to the acquisitions by the Company of
Autospect, Inc. ("Autospect"), which acquisition was consummated on February 3,
1997, and Trident Systems Inc. ("Trident") and Nanoose Systems Corporation
("Nanoose"), which acquisitions were consummated on April 30, 1997. These
acquisitions are accounted for as poolings of interest.
NOTE 2. ACQUISITIONS
On February 3, 1997, the Company consummated the acquisition of Autospect,
Inc. ("Autospect") through the merger of a wholly-owned subsidiary of the
Company with and into Autospect for aggregate consideration consisting of
387,093 shares of Common Stock of the Company (the "Merger"). Autospect, based
in Ann Arbor, Michigan, designs, develops and manufactures information-based
coatings inspection and defect detection systems primarily for use in the
automotive industry.
On April 30, 1997, the Company consummated the acquisition of Trident
Systems, Inc., ("Trident") through the merger of a wholly-owned subsidiary of
the Company with and into Trident for aggregate consideration consisting of
219,962 shares of Common Stock of the Company. Trident, based in Atlanta,
Georgia, is a full-service systems integrator for the solid woods sector of the
forest and wood products industry, providing applications that address a wide
spectrum of mill processes. Trident purchases TriCam and LASAR-based systems
from the Company for integration into systems sold by Trident to the forest and
wood products industry.
On April 30, 1997, a wholly owned subsidiary of the Company acquired all
of the outstanding stock of the shareholders of Nanoose Systems Corp.
("Nanoose") and an outstanding option to purchase Nanoose common stock and the
Company delivered to the shareholders of the corporate shareholders of Nanoose
and holder of the options to purchase Nanoose Common
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Stock 89,820 shares of Common Stock of the Company (the "Purchase"). Nanoose,
based in British Columbia, Canada, is a software design and engineering
company, specializing in industrial scanning and optimization systems.
Optimization software written by Nanoose is an important element of the systems
sold by Trident to the forest and wood products industry.
Net sales and net income for the acquired companies and Perceptron for
periods proceeding the acquisitions were as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, 1996 September 30, 1996
Net Sales Net Income Net Sales Net Income
------------------------- -------------------------
<S> <C> <C> <C> <C>
Perceptron, as previously reported 12,856 2,487 33,581 4,003
Trident and Nanoose 1,536 (1,105) 4,906 (857)
Autospect 989 107 2,232 165
Consolidation adjustments (373) 52 (1,771) (51)
-------- --------- --------- --------
Combined 15,008 1,541 38,948 3,260
======== ========= ========= ========
</TABLE>
NOTE 3. 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>
September 30, December 31,
1997 1996
------------- ------------
<S> <C> <C> <C>
Component parts ........................... $ 5,079,000 $ 4,627,000
Work in process ........................... 1,498,000 1,829,000
Finished goods ........................... 816,000 $ 720,000
----------- -----------
Total...................... $ 7,393,000 $ 7,176,000
=========== ===========
</TABLE>
NOTE 4. 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.
Statement of Financial Accounting Standards No. 128 ("SFAS 128"),
"Earnings per Share", was issued in February 1997. Adoption of SFAS 128,
effective for years ending after December 31, 1997, is not expected to have a
significant effect on reported earnings.
NOTE 5. 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 discussed in the following paragraph.
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
7
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notified various companies from which it has purchased such equipment,
including the Company, 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 Trident and Nanoose in an action which alleged that the
Company's TriCam sensor violated a patent held by the plaintiff and which
sought preliminary and permanent injunctions and damages. In May 1997, this
matter was settled with Applied Scanning Technology Inc. ("AST") acknowledging
that there was no infringement of the AST patents covered by the suit by the
Company, Trident or Nanoose and agreeing to dismiss, with prejudice, all claims
against the Company, Trident and Nanoose.
NOTE 6. CREDIT FACILITIES
The Company has unsecured bank credit facilities of $5.0 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 or equipment purchases will bear interest at the bank's prime rate (8.5%
as of November 10, 1997). In June 1997, the Company renewed these credit
facilities through May 31, 1998. At September 30, 1997, there were no
borrowings against these facilities.
NOTE 7. FOREIGN EXCHANGE CONTRACTS
The Company uses, from time to time, a limited hedging program to minimize
the impact of foreign currency fluctuations. As the Company exports products,
it may enter 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 September 30, 1997, the Company had no
forward contracts outstanding.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
Net Sales. The Company's net sales increased by 8% from $15.0 million in
the third quarter of 1996 to $16.3 million in the third quarter of 1997. The
increase of $1.3 million in net sales is primarily attributable to increased
sales to automotive customers, up by $1.1 million from the same quarter last
year. Domestic automotive sales for the third quarter of 1997 were $8.9
million, up $1.1 million over 1996, and international automotive sales were
$5.7 million, even with 1996. Non-automotive sales were up by $0.2 million for
the third quarter of 1997 versus 1996, at $1.7 million for the third quarter of
1997 compared to $1.5 million for 1996.
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New order bookings during the third quarter of 1997 totaled $15.6 million
compared to $10.4 million in the third quarter of 1996. The increase of $5.2
million is attributable to the timing of orders from automotive customers, up
by $4.7 million on a comparative basis. Domestic automotive bookings were $9.3
million for the third quarter of 1997 versus $6.9 million in 1996.
International automotive bookings were $4.5 million for the third quarter of
1997 versus $2.2 million for 1996.
Non-automotive bookings were $1.8 million for the third quarter of 1997
versus $1.3 million for the third quarter of 1996.
New order bookings are dependent on the timing of customer re-tooling
programs, and accordingly may vary significantly from month to month. The
amount of new order bookings during any particular period is not necessarily
indicative of the future operating performance of the Company.
Backlog at September 30, 1997 totaled $20.4 million, compared to $24.0
million at December 31, 1996. The level of order backlog at any particular
time is not necessarily indicative of the future operating performance of the
Company
Gross profit. Gross profit increased from $9.4 million in the third
quarter of 1996 to $10.0 million in the third quarter of 1997. Gross profit as
a percentage of net sales decreased from 62.6% in the third quarter of 1996 to
61.6% in the third quarter of 1997, due primarily to normal variability in
product mix produced in the quarter.
Selling, general and administrative expenses. Selling, general and
administrative expenses decreased from $4.5 million in the third quarter of
1996 to $3.9 million in the third quarter of 1997. As a percentage of sales,
selling, general and administrative expenses were 23.9% in the third quarter of
1997, as compared to 30.1% in the third quarter of 1996. These changes are
principally due to a non-recurring charge related to a special compensation
program accrued in 1996 at one of the acquired companies, partially offset by
increased personnel and related expense to support the 1997 operating activity.
Engineering, research and development expense. Engineering, research and
development expenses increased from $2.0 million in the third quarter of 1996,
to $2.2 million in the third quarter of 1997, due primarily to increased
investment in future product and development efforts. The Company's new
engineering personnel are principally involved in new product development
efforts and were hired in anticipation of higher sales volumes in 1997. As a
percentage of net sales, research and development expense increased from 13.2%
in the third quarter of 1996 to 13.7% in the third quarter of 1997.
Non-cash stock compensation expense. During the third quarter of 1996,
the Company recorded non-cash compensation expense reflecting the use by some
participants in the Company's stock option plan of Perceptron stock options to
pay the exercise price of stock options issued under the plan. This expense
totaled $0.5 million in the third quarter of 1996.
Interest income, net. Interest income decreased from $245,000 in the
third quarter of 1996, to $231,000 in the third quarter of 1997.
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Income before provision for income taxes. During the third quarter of
1996, Perceptron had income before provision for income taxes of $2.7 million,
representing 17.8% of net sales, as compared to income before provision for
income taxes of $4.1 million, representing 25.3% of net sales in the third
quarter of 1997.
Provision for income taxes. For the three months ended September 30,
1997, the Company recorded a $1.3 provision for income taxes, representing an
estimated effective tax rate of 32.5%. This compares with a full year 1996
effective tax rate of 30%.
Net income. During the third quarter of 1996, Perceptron had net income
of $1.5 million representing 10.3% of net sales, as compared to net income of
$2.8 million representing 17.1% of net sales in the third quarter of 1997.
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
Net Sales. The Company's net sales increased by 22% from $38.9 million in
the first nine months of 1996 to $47.4 million in the first nine months of
1997. The increase of $8.5 million is primarily attributable to increased
sales to automotive customers, up $6.9 million, from $34.0 million in 1996 to
$40.9 million in 1997. Domestic automotive sales were up $4.1 million, from
$23.4 million in the nine month period for 1996 to $27.5 million for the
comparable period in 1997, and international automotive sales were up $2.8
million, from $10.6 million in the first nine months of 1996 to $13.4 million
for the first nine months of 1997.
Non-automotive sales were up $1.6 million, from $4.9 million for the first
nine months of 1996, to $6.5 million for 1997.
New order bookings during the first nine months totaled $44.7 million for
1997, up from the $40.7 million for 1996. The increase of $4.0 million is
mainly attributable to the timing of orders from automotive customers, up $3.3
million, from $35.8 million in the first nine months of 1996 to $39.1 million
for the first nine months of 1997. Domestic automotive bookings were up $1.8
million, from $25.9 million in the first nine months of 1996 to $27.7 million
in the first nine months of 1997, and international automotive bookings were up
$1.5 million, from $9.9 million in the first nine months of 1996 to $11.4
million in the first nine months of 1997.
Non-automotive bookings were up $0.7 million, from $4.9 million for the
nine months of 1996 to $5.6 million for the comparable period of 1997.
Gross Profit. Gross profit increased by $5.5 million for the nine month
period, from $23.6 million for 1996 to $29.1 million for 1997. Gross profit as
a percentage of net sales increased from 60.5% for the first nine months of
1996 to 61.3% for 1997, primarily as a result of the higher sales volumes for
1997. Additionally, gross profit as a percentage of net sales in 1996 had been
adversely affected by 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 and sold as a
complete system.
Selling, general and administrative expenses. Selling, general, and
administrative expenses increased by $1.1 million, from $10.9 million for the
first nine months of 1996 to $12.0 million for 1997. This change is primarily
due to increased personnel and related expenses to support the 1997 planned
operating activity and, to a lesser extent, costs associated with the
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<PAGE> 11
recent acquisitions. Additionally, 1996 expenses included a non-recurring
charge related to a special compensation program at one of the acquired
companies. As a percentage of sales, SG&A expenses decreased from 28.0% in the
nine month period of 1996 to 25.2% for 1997. This decrease was principally due
to the non-recurring charge taken in 1996, and to a lesser extent, the increase
in net sales during 1997.
Engineering, research and development expense. Engineering, research and
development expenses increased by $1.5 million, from $5.2 million in the nine
month period of 1996 to $6.7 million during 1997, due primarily to the
investment in future product and development efforts. As a percentage of net
sales, research and development expenses increased from 13.5% in the first nine
months of 1996 to 14.2% in 1997.
Non-cash stock compensation expense. During 1996, the Company recorded
non-cash compensation expense reflecting the use by some participants in the
Company's stock option plan of Perceptron stock options to pay the exercise
price of stock options issued under the plan. This expense totaled $3.2
million in the nine month period of 1996.
Interest income, net. Interest income increased from $578,000 in the nine
month period of 1996 to $661,000 in 1997 due to higher cash balances and
related investments.
Income before provision for income taxes. During the first nine months of
1996, Perceptron had income before provision for income taxes of $4.8 million,
or 12.3% of net sales, as compared to $11.1 million in the comparable period of
1997, or 23.3% of net sales.
Provision for income taxes. For the nine months ended September 30, 1997,
the Company recorded a $3.6 million provision for income taxes, representing an
estimated effective tax of 32.5%. This compares to an effective rate for the
full year 1996 of 30%.
Net income. During the first nine months of 1996, Perceptron had net
income of $3.3 million, or 8.4% of net sales, as compared to $7.5 million in
the comparable period of 1997, or 15.7% of net sales.
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LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents as of September 30, 1997 totaled
$19.1 million, as compared with $14.9 million as of December 31, 1996. This
increase was due primarily to income recorded in the nine months, partially
offset by changes in operating assets and liabilities.
At September 30, 1997 the Company has unsecured credit facilities totaling
$5.0 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 or equipment purchases will bear interest
at the bank's prime rate (8. 5% as of November 10, 1997). The credit
facilities were recently renewed, and expire on May 31, 1998 unless canceled
earlier by the Company or the bank. As of September 30, 1997, Perceptron had
no short-term or long-term debt.
The Company's working capital increased to $42.0 million at September 30,
1997, from $34.4 million at December 31, 1996. Accounts receivable increased
from $22.7 million as of December 31, 1996 to $23.1 million as of September 30,
1997 primarily as a result of new sales. The increase of approximately $0.2
million in inventory is due primarily to volumes planned to be delivered in the
fourth quarter of 1997. The decrease of $4.2 million in current liabilities is
due primarily to the payments of 1996 performance bonuses and payments on the
new facility discussed below.
During the first quarter of 1997, construction of the Company's new
headquarters facility in Plymouth, Michigan was completed and the sale of the
facility to the Company was consummated. This is reflected in the Property and
Equipment portion of the Perceptron, Inc. and Subsidiary's Condensed
Consolidated Balance Sheet for the period ended September 30, 1997.
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.
The Company believes that available cash on hand and existing credit
facilities will be sufficient to fund its currently anticipated 1997 cash flow
requirements.
The Company recently announced that it anticipates record results for
1997. It also announced that (i) two large forest products orders that were
anticipated to be received and delivered in the fourth quarter of 1997 are now
expected to be delivered in 1998; (ii) some paint inspection equipment orders
expected to be received and delivered in 1997 are now expected to be delivered
in 1998; and (iii) the Company's Asian operation, though a relatively small
percentage of the Company's overall business, has been impacted by the
financial condition of a large Korean auto maker.
Safe Harbor Statement
Certain statements in this press release may be "forward looking" statements
within the meaning of the Securities Exchange Act of 1934, including the
Company's expectation as to its earnings in 1997. Actual results could differ
materially, from those in the forward looking statements due to a number of
uncertainties, including, but not limited to the dependence of the Company's
revenue on a number of sizeable orders from a small number of customers, the
timing of orders and shipments which can cause the Company to experience
significant fluctuations in its quarterly and
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annual revenue and operating results, the need for the Company to receive
orders for shipment in 1997, customer delays in expected shipment dates of 1997
orders, timely receipt of required supplies and components which could result
in delays in anticipated shipments during 1997 and thereafter, 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 technological changes,
and the effect of the economic conditions.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits
11. Statement re: computation of earnings per share.
27. Financial Data Schedule
(B) Reports on Form 8-K
The Company filed a Current Report on Form 8-K dated July
17, 1997 which disclosed information under Item 5 and
contained condensed financial information.
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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.
PERCEPTRON, INC.
(Registrant)
Date: November 11, 1997 By: /S/ Alfred A. Pease
---------------------------
Alfred A. Pease, President
and Chief Executive Officer
Date: November 11, 1997 By: /S/ John G. Zimmerman
---------------------------
John G. Zimmerman
Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: November 11, 1997 By: /S/ Paul J. Tripodi
---------------------------
Paul J. Tripodi, Controller
(Principal Accounting Officer)
15
<PAGE> 16
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
EX-11 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
EX-27 FINANCIAL DATA SCHEDULE
<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 Nine Months
Ended September 30, Ended September 30,
------------------------ -------------------------
1997 1996 1997 1996
-------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
A. Net income $2,779,000 $1,541,000 $7,460,000 $3,260,000
---------- ---------- ---------- ----------
Weighted average number of common shares outstanding 8,070,944 7,743,225 8,021,356 7,594,760
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
402,047 633,215 469,563 702,530
---------- ---------- --------- ----------
B. Weighted average number of common shares and common
equivalent shares for primary earnings per share 8,472,991 8,376,440 8,490,919 8,297,290
---------- ---------- --------- ----------
Weighted average number of common shares outstanding 8,070,944 7,743,225 8,021,356 7,594,760
Effect of the issuance of stock options and assumed
exercise 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 427,292 633,215* 469,567 702,530*
---------- ---------- ---------- ----------
C. Weighted average number of common shares and common
equivalent shares for fully diluted earnings per share 8,498,236 8,376,440 8,490,923 8,297,290
----------- ---------- ---------- ----------
Primary earnings per share (A/B) $ 0.33 $ 0.18 0.88 $ 0.39
========== ========== ========== ==========
Fully diluted earnings per share (A/C) $ 0.33 $ 0.18 0.88 $ 0.39
========== ========== ========== ==========
</TABLE>
*Average price was in excess of the period end price and therefore used for
computing fully diluted earnings per share.
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AND STATEMENT OF INCOME AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 19,146,000
<SECURITIES> 0
<RECEIVABLES> 23,302,000
<ALLOWANCES> (175,000)
<INVENTORY> 7,393,000
<CURRENT-ASSETS> 52,871,000
<PP&E> 13,226,000
<DEPRECIATION> (2,972,000)
<TOTAL-ASSETS> 64,898,000
<CURRENT-LIABILITIES> 10,826,000
<BONDS> 0
0
0
<COMMON> 81,000
<OTHER-SE> 53,991,000
<TOTAL-LIABILITY-AND-EQUITY> 64,898,000
<SALES> 47,445,000
<TOTAL-REVENUES> 47,445,000
<CGS> 18,351,000
<TOTAL-COSTS> 18,703,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (661,000)
<INCOME-PRETAX> 11,052,000
<INCOME-TAX> 3,592,000
<INCOME-CONTINUING> 7,460,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,460,000
<EPS-PRIMARY> .88
<EPS-DILUTED> .88
</TABLE>
