<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 September 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 October 31, 1996 was:
Common Stock, $0.01 par value 7,111,079
- ----------------------------- -----------------
Class Number of shares
<PAGE> 2
PERCEPTRON, INC. AND SUBSIDIARIES
INDEX
PART 1. FINANCIAL INFORMATION
PAGE
----
ITEM 1 Financial Statements
Condensed Consolidated Balance Sheets -- September 30, 1996
and December 31, 1995 3
Condensed Consolidated Statements of Income -- Three
and Nine Months ended September 30, 1996 and 1995 4
Condensed Consolidated Statements of Cash Flows -- Nine
Months ended September 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 8-12
PART II. OTHER INFORMATION
ITEM 6 Exhibits and Reports on Form 8-K 13
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>
September 30, December 31,
1996 1995
------------- -------------
<S> <C> <C>
(as restated) (as restated)
ASSETS
Current assets:
Cash and cash equivalents $ 15,227,000 $ 14,990,000
Accounts receivable and other receivables, net of
reserves of $191,000 and $35,000 17,330,000 14,292,000
Inventory, net of reserves of $761,000 and $700,000 5,884,000 4,114,000
Prepaid expenses and deferred tax asset 1,596,000 2,658,000
------------- -------------
Total current assets 40,037,000 36,054,000
------------- -------------
Property and equipment:
Leased equipment 318,000 318,000
Machinery and equipment 9,001,000 7,696,000
Furniture and fixtures 466,000 492,000
Leasehold improvements 95,000 95,000
Construction in progress - building 3,614,000 0
Less accumulated depreciation and amortization (6,656,000) (6,074,000)
------------- -------------
Total property and equipment 6,838,000 2,527,000
------------- -------------
Total assets $ 46,875,000 $ 38,581,000
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable 1,142,000 2,116,000
Accrued expenses 4,470,000 3,823,000
Accrued compensation and stock option expense 1,912,000 2,284,000
------------- -------------
Total current liabilities 7,524,000 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, 7,084,000 and 6,723,000 issued and
outstanding at September 30, 1996 and December 31, 1995,
respectively 71,000 67,000
Cumulative translation adjustments (792,000) (474,000)
Additional paid-in capital 36,075,000 30,771,000
Retained earnings 3,997,000 (6,000)
------------- -------------
Total shareholders' equity 39,351,000 30,358,000
------------- -------------
Total liabilities and shareholders' equity $ 46,875,000 $ 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 September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
(as restated) (as restated) (as restated) (as restated)
<S> <C> <C> <C> <C>
Net sales $12,856,000 $ 9,311,000 $33,581,000 $23,903,000
Cost of sales 4,716,000 3,488,000 13,088,000 9,224,000
----------- ----------- ----------- -----------
Gross profit 8,140,000 5,823,000 20,493,000 14,679,000
Selling, general and administrative expense 2,928,000 2,246,000 8,194,000 6,609,000
Engineering, research and development expense 1,475,000 1,194,000 4,194,000 3,300,000
Non-cash stock compensation expense 466,000 1,377,000 3,202,000 1,377,000
----------- ----------- ----------- -----------
Income from operations 3,271,000 1,006,000 4,903,000 3,393,000
Interest income, net 248,000 133,000 587,000 393,000
----------- ----------- ----------- -----------
Income before provision for federal income taxes 3,519,000 1,139,000 5,490,000 3,786,000
Provision for federal income taxes 1,032,000 (482,000) 1,487,000 (482,000)
----------- ----------- ----------- -----------
Net income $ 2,487,000 $ 1,621,000 $ 4,003,000 $ 4,268,000
=========== =========== =========== ===========
Net income per weighted average share $ .32 $ .22 $ .53 $ .59
=========== =========== =========== ===========
Weighted average common and common
equivalent shares 7,679,565 7,310,319 7,600,415 7,186,967
=========== =========== =========== ===========
</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)
Nine Months Ended September 30,
<TABLE>
<CAPTION>
1996 1995
------------- -------------
(as restated) (as restated)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 4,003,000 $ 4,268,000
------------- -------------
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 582,000 518,000
Non-cash stock compensation 3,202,000 1,377,000
Changes in operating assets and liabilities:
Accounts receivable (3,253,000) (409,000)
Inventory (1,770,000) (1,695,000)
Prepaid expenses and other current assets 1,062,000 (248,000)
Accounts payable (974,000) 458,000
Accrued expenses 275,000 289,000
------------- -------------
Total adjustments (876,000) 290,000
------------- -------------
Net cash provided by operating activities 3,127,000 4,558,000
------------- -------------
Cash flows used in investing activities:
Capital expenditures (4,893,000) (1,406,000)
------------- -------------
Cash flows from financing activities:
Proceeds from issuance of short-term debt ---- 988,000
Proceeds from exercise of options and other 2,106,000 11,000
Repayment of short term debt ---- (1,275,000)
------------- -------------
Net cash provided by (used by) financing activities 2,106,000 (276,000)
------------- -------------
Effect of exchange rates on cash and cash equivalents (103,000) 26,000
------------- -------------
Net increase in cash and cash equivalents 237,000 2,902,000
Cash and cash equivalents, beginning of period 14,990,000 7,917,000
------------- -------------
Cash and cash equivalents, end of period $ 15,227,000 $ 10,819,000
============= =============
</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 nine months ended September 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. Prior year 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, $1,505,000 and $302,000 in the
first, second and third 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, second and third quarters of fiscal year 1996 was a
reduction of $.04 per share, $.19 per share and $.04 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>
September 30, December 31,
1996 1995
------------- ------------
<S> <C> <C>
Component parts $ 4,126,000 $ 3,022,000
Work in process 1,204,000 641,000
Finished goods 554,000 451,000
------------- ------------
Total $ 5,884,000 $ 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.
7
<PAGE> 8
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 November 5,
1996) and 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 September 30,
1996, the Company had no outstanding liabilities under these facilities.
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 September 30, 1996, the Company had entered
into forward contracts covering $558,000 US (850,000 DM). These contracts
mature on various dates through December 1996. The fair market value of the
contracts at September 30, 1996 was $557,000, resulting in a net payable of
$1,000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
Net sales. The Company's net sales increased by 38% from $9.3 million in
the third quarter of 1995 to $12.9 million in the third quarter of 1996. The
increase of $3.6 million in net sales is primarily attributable to sales to
domestic automotive customers of $6.7 million, up by $1.1 million from the same
quarter last year, and international automotive sales of $5.6 million, up by
$2.1 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 third quarter of 1996 totaled $7.9 million
compared to $9.9 million in the third quarter of 1995. The decrease of $2.0
million is attributable to a decline in orders of $3.0 million during the third
quarter of 1996 from European and Asian customers, at $2.2 million in 1996 from
$5.2 million in 1995, partially offset by an increase in orders by domestic
automotive customers of $5.7 million, up by $1.0 million on a comparative basis
over $4.7 million in the third quarter of 1995.
New order bookings for the four month period ended October 31, 1996
amounted to $12.8 million versus $12.6 million in the four month period of
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 $5.8 million in the third
quarter of 1995 to $8.1 million in the third quarter of 1996. Gross profit as
a percentage of net sales increased from 62.5% in the third quarter of 1995 to
63.3% in the third quarter of 1996. The increase is due primarily to
manufacturing efficiencies generated on the higher sales volume.
8
<PAGE> 9
Selling, general and administrative expense. Selling, general and
administrative expenses increased from $2.2 million in the third quarter of
1995 to $2.9 million in the third 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 24.1% in the third quarter of 1995, to
22.8% in the third quarter of 1996, due primarily to the higher sales base.
Engineering, research and development expense. Engineering, research and
development expenses increased from $1.2 million in the third quarter of 1995,
to $1.5 million in the third quarter of 1996, due primarily to increased
personnel. As a percentage of net sales, research and development expense
decreased from 12.8% in the third quarter of 1995 to 11.5% in the third quarter
of 1996, due primarily to the higher sales base.
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
$.5 million in the third quarter of 1996 and $1.4 million in the third quarter
of 1995. See Note 2 to the Condensed Consolidated Financial Statements for
further information.
Interest income, net. Interest income increased from $133,000 in the
third quarter of 1995, to $248,000 in the third quarter of 1996, due primarily
to higher cash balances and related investing activities.
Income before provision for federal income taxes. During the third
quarter of 1995, Perceptron had income before provision for federal income
taxes of $1.1 million, representing 12.2% of net sales, as compared to income
before provision for federal income taxes of $3.5 million, representing 27.4%
of net sales, in the third 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. The Company also had, as of December
31, 1995, tax loss carryforwards available at foreign subsidiaries of
approximately $4.0 million.
For financial reporting purposes, because the Company anticipated
utilizing certain of these carryforwards and credits in 1996, a deferred tax
asset was recorded in 1995, representing the estimated tax benefit of these
items. As a result, for the three months ended September 30, 1995, a tax
benefit of $482,000 was recorded. For the three months ended September 30,
1996, the Company recorded a $1.0 million provision for federal income taxes,
representing an estimated effective tax rate of 29.3%.
Net income. During the third quarter of 1995, the Company had net income
of $1.6 million representing 17.4% of net sales, as compared to net income of
$2.5 million representing 19.3% of net sales in the third quarter of 1996.
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
Net Sales. The Company's net sales increased by 40% from $23.9 million in
the first nine months of 1995 to $33.6 million in the first nine months of
1996. The increase of $9.7 million in net sales is attributable primarily to
sales to domestic automotive customers of $20.9 million, up $5.1 million from
$15.8 million in the same period last year. International automotive sales for
the first nine months of 1996 totaled $10.7 million, up $2.8 million from $7.9
million in the same nine month period last year.
9
<PAGE> 10
Quarterly fluctuations in these geographic segments are 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 nine months ended September 30, 1996 totaled
$33.2 million compared to $28.9 million in the comparable period of 1995. The
increase of $4.3 million is attributable to a $4.2 million increase in orders
from domestic automotive customers up to $23.2 million for the first nine
months of 1996 from $19.0 million in 1995, and an increase of $0.1 million from
European and Asian automotive customers, up to $10.0 million for the first nine
months of 1996 from $9.9 million in 1995.
New order bookings for the ten month period ended October 31, 1996 totaled
$38.0 million, a 20% increase over the prior year's ten month period amount of
$31.6 million.
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.
Backlog at September 30, 1996 totaled $15.8 million compared to $16.3
million at September 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.
Gross profit. Gross profit increased from $14.7 million in the first nine
months of 1995 to $20.5 million in the first nine months of 1996. Gross profit
as a percentage of net sales decreased from 61.4% in the first nine months of
1995 to 61.0% in the first nine months of 1996. The decrease is due primarily
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 $6.6 million in the first nine months of
1995 to $8.2 million in the first nine 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 27.6% in the first nine months of 1995,
to 24.4% in the first nine months of 1996, due primarily to the higher sales
base.
Engineering, research and development expense. Engineering, research and
development expenses increased from $3.3 million in the first nine months of
1995, to $4.2 in the first nine months of 1996, due primarily to increased
personnel. As a percentage of net sales, research and development expense
decreased from 13.8% in the first nine months of 1995 to 12.5% in the first
nine months of 1996 due primarily to the higher sales base.
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 $3.2 million in the first nine months of 1996 and $1.4 million
in the first nine months of 1995. See Note 2 to the Condensed Consolidated
Financial Statements for further information.
10
<PAGE> 11
Income before provision for federal income taxes. During the first nine
months of 1995, the Company had income before provision for federal income
taxes of $3.8 million, representing 15.8% of net sales, as compared to income
before provision for federal income taxes of $5.5 million, representing 16.3%
of net sales, in the first nine 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. The Company also had, as of December
31, 1995, tax loss carryforwards available at foreign subsidiaries of
approximately $4.0 million.
For financial reporting purposes, because the Company anticipated
utilizing certain of these carryforwards and credits in 1996, a deferred tax
asset was recorded in 1995, representing the estimated tax benefit of these
items. As a result, for the nine months ended September 30, 1995 a tax benefit
of $482,000 was recorded. For the nine months ended September 30, 1996, the
Company recorded a $1.5 million provision for federal income taxes,
representing an estimated effective tax rate of 27.1%.
Net income. During the first nine months of 1995, Perceptron had net
income of $4.3 million representing 17.9% of net sales, as compared to net
income of $4.0 million representing 11.9% of net sales in the first nine months
of 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents as of September 30, 1996 totaled
$15.2 million, as compared with $15.0 million as of December 31, 1995. This
increase was due primarily to net income and proceeds from stock options
exercised during the period offset by cash outlays to fund increased
receivables and inventory levels, capital expenditures and reduced current
liabilities.
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 November 5,
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 September 30, 1996
and December 31, 1995, Perceptron had no short-term or long-term debt under
these facilities.
The Company's working capital increased to $32.5 million at September 30,
1996, from $27.8 million at December 31, 1995. Accounts receivable increased
from $14.3 million as of December 31, 1995 to $17.3 million as of September 30,
1996 primarily as a result of increased sales. The increase of approximately
$1.8 million in inventory is due primarily to an increase in component parts
inventory to support the 1996 production plan. The decrease of $0.7 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 $1.1 million due primarily to the federal income tax provision
established for the nine 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.
11
<PAGE> 12
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 financed by the
Company, began in April 1996. The building is expected to be completed by
December 1996. Through September 30, 1996, $3.6 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
10.53 Amended and Restated 1992 Stock Option Plan
10.54 Amended and Restated Employee Stock Purchase Plan
10.56 Amended and Restated Directors Stock Option Plan.
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 September 30, 1996.
27. Financial Data Schedule
As amended and refiled with Amendment No.1 to Form 10-Q
for the quarterly period ended September 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>
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 September 30, Nine months Ended September 30,
-------------------------------- -------------------------------
1996 1995 1996 1995
------------ ----------- ------------ -----------
(as restated) (as restated) (as restated) (as restated)
<S> <C> <C> <C> <C>
A. Net Income $ 2,487,000 $ 1,621,000 $ 4,003,000 $ 4,268,000
----------- ----------- ----------- -----------
Weighted average number of common shares outstanding 7,046,350 6,588,899 6,897,885 6,503,915
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 633,215 721,420 702,530 683,052
B. Weighted average number of common shares and common
----------- ----------- ----------- -----------
equivalent shares for primary earnings per share 7,679,565 7,310,319 7,600,415 7,186,967
----------- ----------- ----------- -----------
Weighted average number of common shares outstanding 7,046,350 6,588,899 6,897,885 6,503,915
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 533,980 685,596 632,506 761,337
C. Weighted average number of common shares and common
equivalent shares for fully diluted earnings ----------- ----------- ----------- -----------
per share 7,580,330 7,274,495 7,530,391 7,265,252
----------- ----------- ----------- -----------
Primary earnings per share (A/B) $ .32 $ .22 $ .53 $ .59
=========== =========== =========== ===========
Fully diluted earnings per share (A/C) $ .33 $ .22 $ .53 $ .59
=========== =========== =========== ===========
</TABLE>
15
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 15,227,000
<SECURITIES> 0
<RECEIVABLES> 17,521,000
<ALLOWANCES> (191,000)
<INVENTORY> 5,884,000
<CURRENT-ASSETS> 40,037,000
<PP&E> 13,494,000
<DEPRECIATION> 6,656,000
<TOTAL-ASSETS> 46,875,000
<CURRENT-LIABILITIES> 7,524,000
<BONDS> 0
0
0
<COMMON> 71,000
<OTHER-SE> 39,280,000
<TOTAL-LIABILITY-AND-EQUITY> 46,875,000
<SALES> 33,581,000
<TOTAL-REVENUES> 33,581,000
<CGS> 13,088,000
<TOTAL-COSTS> 12,388,000
<OTHER-EXPENSES> 3,202,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (587,000)
<INCOME-PRETAX> 5,490,000
<INCOME-TAX> 1,487,000
<INCOME-CONTINUING> 4,003,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,003,000
<EPS-PRIMARY> .53
<EPS-DILUTED> .53
</TABLE>
